Tempus : Clarification Announcement - Discloseable Transaction in relation to Disposal of a Subsidiary

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TEMPUS HOLDINGS LIMITED

騰邦控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 06880)

CLARIFICATION ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

IN RELATION TO

DISPOSAL OF A SUBSIDIARY

Reference is made to the announcement of Tempus Holdings Limited (the "Company") dated 30 December 2019 in relation to a discloseable transaction involving its disposal of a subsidiary (the "Announcement"). Unless otherwise stated, terms used in this clarification announcement shall have the same meanings as those defined in the Announcement.

This clarification announcement is made to clarify and provide further information on: (i) the information of the Purchaser; (ii) the financial information of the Target Company; and (iii) the reasons for the Disposal.

Information of the Purchaser

As disclosed in the Announcement, the Purchaser is a company incorporated in the PRC, which principally engaged in logistics program design, logistics information consulting, domestic freight forwarding, operating import and export business, etc.

In addition to the aforesaid as disclosed in the Announcement, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, (i) the Purchaser is legally and beneficially wholly owned by Liu Qing (劉青), an individual residing in the PRC; and (ii) each of the Purchaser and its ultimate beneficial owner is an Independent Third Party.

Financial information of the Target Company

The unaudited financial information of the Target Company for the two financial years ended 31 December 2017 and 2018 and the unaudited net assets of the Target Company as at 30 June 2019 were disclosed in the Announcement. The unaudited financial information of the Target Company for the nine months ended 30 September 2019 and the updated unaudited financial information of the Target Company for the two financial years ended 31 December 2017 and 2018 are set out below:

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	For the nine months ended	For the year ended
	30 September 2019	31 December 2018	31 December 2017
	RMB' 000	RMB' 000	RMB' 000
	(unaudited)	(unaudited)	(unaudited)
Revenue	99,562	134,798	28,975
Net (loss)/profit before taxation	(5,338)	15,763Note	3,536
Net (loss)/profit after taxation	(5,338)	12,612	2,613

Note: The unaudited net profit before taxation for the year ended 31 December 2018, tabulated on Page 4 of the Announcement, was mistakenly stated as "12,612" due to an inadvertent clerical error.

The unaudited net assets of the Target Company as at 30 September 2019 was approximately RMB61,200,000 (equivalent to approximately HK$68,100,000). The unaudited net assets of the Target Company as at 30 June 2019 was approximately RMB70,900,000 (equivalent to approximately HK$80,700,000), as disclosed in the Announcement.

Reasons for the Disposal

In addition to the Announcement:

Despite the Target Company was profit-making in the two financial years ended 31 December 2017 and 2018, the Target Company has suffered a loss in the first nine months of 2019 as a result of the following reasons:

1. the weakened bargaining power of the Target Company in setting the price in order to compete for business, given the customers' stringent cost control policy as a result of the economic downturn in the PRC;
2. the increase in operation costs, which include staff costs, marketing expenses, and travelling expenses, for the purpose of reaching to new clients; and
3. the increase in litigation cost and provision for potential financial risk as some of the customers are unable to meet their contractual obligations in settling the fees.

As such, the Company decided to proceed with the Disposal, considering that it represents a continuation of the Group's strategy to strip loss-making business, streamline its businesses to focus on the main businesses and improve its overall performance and prospects.

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General

Save as stated above, all other information in the Announcement remains unchanged.

By Order of the Board

Tempus Holdings Limited

Zhong Baisheng

Chairman

Hong Kong, 3 January 2020

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Zhong Yiming, Mr. Yip Chee Lai, Charlie, Mr. Wang Xingyi and Mr. Sun Yifei; one non-executive Director, namely Mr. Zhong Baisheng; and three independent non-executive Directors, namely Mr. Han Biao, Mr. Li Qi and Mr. Wong Kai Hing.

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