Teamway International : RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) CONSOLIDATED SHARE HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS

August 10, 2020 at 04:34 pm IST

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this prospectus or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Teamway International Group Holdings Limited, you should at once hand the Prospectus Documents, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.

A copy of each of the Prospectus Documents, having attached thereto the documents specified in the paragraph headed "Documents delivered to the Registrar of Companies" in Appendix III to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of the Prospectus Documents.

Dealings in the Rights Shares in both nil-paid and fully-paid forms may be settled through CCASS established and operated by HKSCC and you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

TEAMWAY INTERNATIONAL GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01239)

RIGHTS ISSUE ON THE BASIS OF

TWO (2) RIGHTS SHARES FOR EVERY ONE (1) CONSOLIDATED

SHARE HELD ON THE RECORD DATE ON

A NON-UNDERWRITTEN BASIS

Financial Adviser to the Company

Euto Capital Partners Limited

Capitalised terms used in this cover page shall have the same meanings as those defined in this prospectus.

Shareholders and potential investors of the Company should note that the Rights Issue is subject to the fulfilment of the conditions referred to in the section headed "Conditions of the Rights Issue" in this prospectus. Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors should exercise extreme caution when dealing in the Shares, and if they are in any double about their position, they should consult their professional advisers.

Shareholders and potential investors of the Company should note that the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares and is subject to the fulfilment of conditions (including the Minimum Proceeds Condition). Please refer to the section headed "Conditions of the Rights Issue" in this prospectus. Shareholders and potential investors of the Company should note that: (a) if the conditions to the Rights Issue are not satisfied, the Rights Issue will not proceed; and (b) the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. In the event the Rights Issue is not fully subscribed, any Rights Shares not taken up by the Qualifying Shareholders or transferees of nil-paid Rights Shares will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

Shareholders should note that the Consolidated Shares have been dealt in on an ex-rights basis from Thursday, 30 July 2020. Dealings in the Rights Shares in the nil-paid form will take place from Wednesday, 12 August 2020 to Wednesday, 19 August 2020 (both days inclusive). If the conditions of the Rights Issue are not fulfilled or waived (as applicable) on Monday, 24 August 2020 (or such later time as the Company may determine), the Rights Issue will not proceed. Any persons contemplating dealings in the Shares prior to the date on which the conditions of the Rights Issue are fulfilled or waived (as applicable), and/or dealings in the nil-paid Rights Shares, are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed.

The latest date and time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Monday, 24 August 2020. The procedures for acceptance and payment and/or transfer of the Rights Shares are set out on pages 13 to 15 of this prospectus.

10 August 2020

	CONTENT
		Page
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
DEFINITIONS. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP. . . . . . . . . . . . .	I-1
APPENDIX II - UNAUDITED PRO FORMA FINANCIAL INFORMATION
	OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

- i -

EXPECTED TIMETABLE

The expected timetable for the Rights Issue and the Placing set out below is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Rights Issue and the Placing will be fulfilled.

Events

Date (Hong Kong time)

2020

First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . Wednesday, 12 August

Original counter for trading in the Consolidated Shares in board lots of 20,000 Consolidated Shares (in the form of new share

certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 August

Parallel trading in the Consolidated Shares (in the form of both

existing share certificates and new share certificates) commences . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 August

Designated broker starts to stand in the market to provide

matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 August

Latest time for splitting the PAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 14 August

Last day of dealing in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 19 August

Latest time for acceptance of and payment for the Rights Shares

and application for excess Rights Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 24 August

(If there is any Untaken Shares available under the Rights Issue)

Placing period commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 August

Placing period ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 1 September

Temporary counter for trading in the Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of existing share

certificates) closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 1 September

- ii -

EXPECTED TIMETABLE

Parallel trading in the Consolidated Shares (in the form of both

existing share certificates and new share certificates) ends . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 1 September

Designated broker ceases to provide matching services for odd lots

of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 1 September

Latest time for free exchange of existing share certificates for new

share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 3 September

Placing Long stop date for the Placing and latest time for

the Rights Issue to become unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6:00 p.m. on Friday, 4 September

Placing Completion and the simultaneous allotment of

the Rights Shares and the Placing Shares . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 September

Announcement of the allotment results of the Rights Issue and the

Placing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 September

Refund cheques, if any, to be dispatched (if the Rights Issue does not become unconditional and in respect of unsuccessful or partially successful application for excess Rights Shares) on or

before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 September

Certificates for fully paid Rights Shares to be dispatched on or

before (if the Rights Issue becomes unconditional) . . . . . . . . . . . . . . . . . . Tuesday, 8 September

Commencement of dealings in fully-paid Rights Shares and, if

applicable, the Placing Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 am on Wednesday, 9 September

All times and dates in this prospectus refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above or in other parts of this prospectus are indicative only and may be extended or varied. Any changes to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate in accordance with the Listing Rules.

- iii -

EXPECTED TIMETABLE

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND FOR APPLICATION AND PAYMENT FOR EXCESS RIGHTS SHARES

The latest time for acceptance of and payment for the Rights Shares and application and payment for excess Rights Shares will not take place at the time indicated above if there is a tropical cyclone warning signal number 8 or above, or a "black" rainstorm warning, or "extreme conditions" caused by super typhoons issued by the Hong Kong Observatory:

in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Time for Acceptance. Instead the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; or
in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Time for Acceptance. Instead the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.
if the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares does not take place on the Latest Time for Acceptance, the dates mentioned in this section may be affected. An announcement will be made by the Company in such event as soon as practicable.

- iv -

DEFINITIONS

In this prospectus, the following expressions have the following meanings unless the context requires otherwise:

"Announcement"	the announcement of the Company dated 27 May 2020
	relating to the Share Consolidation, the Right Issue and the
	Placing (including the Specific Mandate)
"associate(s)"	has the meaning ascribed to it in the Listing Rules
"Board"	the board of Directors
"Business Day(s)"	a day (other than a Saturday, a Sunday or public holiday or
	a day on which a typhoon signal no. 8 or above or black
	rainstorm signal is hoisted in Hong Kong between 9:00
	a.m. to 5:00 p.m.) on which licensed banks in Hong Kong
	are generally open for business throughout their normal
	business hours
"CCASS"	the Central Clearing and Settlement System established and
	operated by HKSCC
"Circular"	the circular of the Company dated 10 July 2020 in relation
	to, among other things, the Share Consolidation, the Rights
	Issue and the Placing (including the Specific Mandate)
"Companies Ordinance"	the Companies Ordinance, Chapter 622 of the Laws of
	Hong Kong (as amended from time to time)
"Consolidated Share(s)"	ordinary share(s) of HK$0.04 each in the share capital of
	the Company immediately after the Share Consolidation
	becoming effective on 29 July 2020
"Director(s)"	directors of the Company
"EAF(s)"	the form(s) of application for use by the Qualifying
	Shareholders who wish to apply for excess Rights Shares

- 1 -

	DEFINITIONS
"Executive"	the Executive Director of the Corporate Finance Division
	of the Securities and Futures Commission of Hong Kong
	from time to time or any delegate of such Executive
	Director
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"HKSCC"	Hong Kong Securities Clearing Company Limited
"Independent Third Party(ies)"	third party(ies) independent of and not connected with the
	Company and its connected persons
"Last Trading Day"	27 May 2020, being the last trading day for the Shares on
	the Stock Exchange immediately prior to the date of the
	Announcement
"Latest Lodging Date"	4:30 p.m. on Friday, 31 July 2020 or such other date and/or
	time as the Company may agree as the latest time for
	lodging transfer of Shares in order to be qualified for the
	Rights Issue
"Latest Practicable Date"	4 August 2020, being the latest practicable date prior to the
	printing of this prospectus for the purpose of ascertaining
	certain information referred to in this prospectus
"Latest Time for Acceptance"	4:00 p.m. on Monday, 24 August 2020 (or such other time
	or date as may be determined by the Company), being the
	latest time for acceptance of the offer of and payment for,
	the Rights Shares
"Listing Committee"	the listing committee of the Stock Exchange for
	considering applications for listing and the granting of
	listing
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

- 2 -

	DEFINITIONS
"Minimum Proceeds Condition"	the gross proceeds from the Rights Issue (or, if the Rights
	Shares are not fully taken up under the Rights Issue, in
	aggregate with the Placing) being not less than HK$50
	million
"Overseas Letter"	a letter from the Company to the Prohibited Shareholders
	explaining the circumstances in which the Prohibited
	Shareholders are not permitted to participate in the Rights
	Issue
"Overseas Shareholders"	Shareholder(s) with registered address(es) (as shown on the
	register of members of the Company on the Record Date)
	which is(are) outside Hong Kong
"PAL(s)"	the provisional allotment letter(s) for the Rights Issue
"Placing"	the placing of the Placing Shares under the Specific
	Mandate, on a best effort basis, pursuant to the terms and
	subject to the conditions of the Placing Agreement
"Placees"	the best effort placing of the Placing Shares by the Placing
	Agent on the terms and subject to the conditions referred to
	in the Placing Agreement
"Placing Agent"	Evergrande Securities (Hong Kong) Limited, company
	incorporated in Hong Kong with limited liability and
	licensed by the SFC to carry on Type 1 (dealing in
	securities), Type 4 (advising on securities), Type 6
	(advising on corporate finance) and Type 9 (asset
	management) regulated activities under the SFO
"Placing Agreement"	the placing agreement dated 27 May 2020 entered into
	between the Company and the Placing Agent regarding the
	Placing of the Placing Shares by the Placing Agent
"Placing Completion"	the completion of the Placing

- 3 -

	DEFINITIONS
"Placing Long Stop Date"	the long stop date for the fulfilment of conditions of the
	Placing Agreement which shall be 6:00 p.m. on the third
	Business Day after the last day of the placing period
	(subject to change)
"Placing Price"	HK$0.16 per Placing Share
"Placing Share(s)"	such number of new Shares to be issued and allotted to the
	Placees by the Company through the Placing as is
	equivalent to the number of unsubscribed Rights Shares not
	taken up by Qualifying Shareholders whether under PAL(s)
	or EAF(s) during the Rights Issue
"Posting Date"	Monday, 10 August 2020 (or such other date as may be
	determined by the Company), being the date of dispatch of
	Prospectus Documents to the Qualifying Shareholders or
	Prospectus to the Prohibited Shareholders for information
	only (as the case may be)
"Prohibited Shareholder(s)"	those Overseas Shareholder(s) to whom the Board, after
	making enquires, considers it necessary or expedient on
	account either of legal restrictions under the laws of the
	relevant place or the requirements of the relevant
	regulatory body or stock exchange in that place not to offer
	the Rights Shares to them
"Prospectus"	the prospectus to be issued by the Company in relation to
	the Rights Issue
"Prospectus Documents"	collectively, the Prospectus, the PAL and the EAF
"Record Date"	Friday, 7 August 2020, (or such other date as may be
	determined by the Company), being the date for
	determining entitlements of Shareholders to participate in
	the Rights Issue
"Registrar"	the Company's branch share registrar and transfer office in
	Hong Kong, Tricor Investor Services Limited at Level 54,
	Hopewell Centre, 183 Queen's Road East, Hong Kong

- 4 -

	DEFINITIONS
"Rights Issue"	proposed offer for subscription of up to 692,367,000 Rights
	Shares by way of rights issue at the Subscription Price to
	be made by the Company to the Qualifying Shareholders on
	the basis of two (2) Rights Shares for every one (1) Share
	in issue and held on the Record Date
"Rights Share(s)"	up to 692,367,000 Shares to be allotted and issued pursuant
	to the Rights Issue
"Scenario I"	assuming full acceptance by the Qualifying Shareholders of
	the Rights Issue whether under PAL(s) or EAF(s) leaving
	no Untaken Shares to be placed in the Placing
"Scenario II"	assuming nil acceptance by the Qualifying Shareholders of
	the Rights Issue and assuming successful placing of the
	minimum 312,500,000 Placing Shares to render the Rights
	Issue and Placing unconditional
"Scenario III"	assuming nil acceptance by the Qualifying Shareholders of
	the Rights Issue and assuming successful placing of the
	maximum 692,367,000 Untaken Shares
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance (Cap. 57, of the Laws
	of Hong Kong)
"Share(s)"	Existing Share(s) or Consolidated Share(s), as the case may
	be
"Share Consolidation"	the consolidation of every four (4) Existing Shares of
	HK$0.01 each in the issued and unissued share capital of
	the Company into one (1) Consolidated Share of HK$0.04
	in the issued and unissued share capital of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Specific Mandate"	the specific mandate to allot, issue and deal with the
	Placing Shares

- 5 -

	DEFINITIONS
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription Price"	the subscription price of HK$0.16 per Consolidated Share
	for the Rights Shares
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"Untaken Share(s)"	the number of unsubscribed Rights Shares not taken up by
	Qualifying Shareholders whether under PAL(s) or EAF(s)
	during the Rights Issue
"%"	per cent.
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"RMB"	Renminbi, the lawful currency of PRC

For identification purpose only and should not be regarded as the official English translation of the Chinese names. In the event of any inconsistency, the Chinese name prevails

For the purpose of this prospectus, the translation of RMB into HK$ is based on the rate of HK$1:RMB0.90. The above conversion rates are for illustrative purpose only and do not constitute a representation that any amounts have been, could have been, or may be exchanged at the aforesaid or any other rates or at all.

- 6 -

LETTER FROM THE BOARD

TEAMWAY INTERNATIONAL GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code:	01239)
Executive Directors:	Registered Office:
Ms. Ngai Mei	P.O. Box 1350, Clifton House,
Ms. Duan Mengying	75 Fort Street
	Grand Cayman KY1−1108
Independent non-executive Directors:	Cayman Islands
Mr. Poon Lai Yin Michael
Mr. Chow Ming Sang	Headquarters and principal
Mr. Chan Ka Leung Kevin	place of business in Hong Kong:
	Suites 2005−2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui,
	Kowloon, Hong Kong
	10 August 2020
To the Shareholders
Dear Sir or Madam,

RIGHTS ISSUE ON THE BASIS OF

TWO (2) RIGHTS SHARES FOR EVERY ONE (1) CONSOLIDATED

SHARE HELD ON THE RECORD DATE ON

A NON-UNDERWRITTEN BASIS

INTRODUCTION

Reference is made to the Announcement and the Circular in relation to, among other matters, the Rights Issue.

The purpose of this Prospectus is to provide you with, among other things, further information on the Rights Issue, including the procedures for acceptance of the Rights Shares provisionally allotted to you and application for excess Rights Shares, together with the financial and other information of the Company.

- 7 -

LETTER FROM THE BOARD

THE RIGHTS ISSUE

As disclosed in the Announcement and the Circular, the Company proposed to raise a gross proceeds of approximately HK$110.78 million, before expenses (assuming no further issue or repurchase of Shares on or before the Record Date), by way of the Rights Issue of 692,367,000 Rights Shares at the Subscription Price of HK$0.16 per Rights Share on the basis of two (2) Rights Shares for every one (1) Consolidated Share held by the Qualifying Shareholders on the Record Date and payable in full on acceptance. The Rights Issue is only available to the Qualifying Shareholders and will not be extended to the Prohibited Shareholders.

Subject to the fulfilment and/or waiver (where applicable) of the conditions of the Rights Issue, the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. In the event there is an under-subscription of the Rights Issue, the size of the Rights Issue will be reduced accordingly.

Further details of the Rights Issue are set out below:

Issue statistics
Basis of the Rights Issue:	Two (2) Rights Shares for every one (1) Consolidated
	Share held by the Qualifying Shareholders at the close
	of business on the Record Date
Subscription Price:	HK$0.16 per Rights Share
Number of Shares in issue as at	346,183,500 Consolidated Shares
the Latest Practicable Date:
Number of Rights Shares to be	Up to 692,367,000 Rights Shares
allotted and issued:
Number of Shares in issue upon	Up to 1,038,550,500 Consolidated Shares
completion of the Rights Issue

As at the Latest Practicable Date, the Company had 346,183,500 Consolidated Shares in issue and which will remain the same on the Record Date. Assuming there is no change in the issued share capital of the Company from the Latest Practicable Date and up to the Record Date, the maximum number of 692,367,000 Rights Shares to be allotted and issued represent (i) 200.00% of

- 8 -

LETTER FROM THE BOARD

the total number of issued Shares as at the Latest Practicable Date; and (ii) approximately 66.67% of the total number of issued Shares as enlarged by the allotment and issuance of the maximum number of 692,367,000 Rights Shares immediately upon completion of the Rights Issue.

As at the Latest Practicable Date, the Company has no outstanding share options, warrants, options or convertible securities or other similar rights which are convertible or exchangeable into Shares.

Undertakings

The Company has not received any information or irrevocable undertaking from any substantial Shareholder of their intention in relation to the Rights Shares to be provisionally allotted to them under the Rights Issue as at the Latest Practicable Date.

Qualifying Shareholders

The Rights Issue is only available to the Qualifying Shareholders. The Company will send (i) the Prospectus Documents to the Qualifying Shareholders and (ii) the Overseas Letter together with the Prospectus, for information only, to the Prohibited Shareholders.

To qualify for the Rights Issue, the Shareholders must at the close of business on the Record Date: (i) be registered on the registers of members of the Company; and (ii) not be the Prohibited Shareholders.

In order to be registered as members of the Company on the Record Date, the Shareholders must lodge any transfer of the Shares (with the relevant share certificates) for registration with the Registrar by 4:30 p.m. on Friday, 31 July 2020.

Closure of register of members

The register of members will be closed from Monday, 3 August 2020 to Friday 7 August 2020. No transfer of Shares will be registered during the book closure period.

Subscription Price

The Subscription Price of HK$0.16 per Rights Share is payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of the Rights Shares under the Rights Issue, upon an application of excess Rights Shares, or when a transferee of the nil-paid Rights Shares subscribes for the Rights Shares.

- 9 -

LETTER FROM THE BOARD

The Subscription Price represents:

a discount of approximately 12.09% to the closing price of HK$0.1820 per Consolidated Share as quoted on the Stock Exchange on the Latest Practicable Date;
a discount of approximately 14.89% to the theoretical closing price of HK$0.1880 per Consolidated Share based on the closing price of HK$0.0470 per Existing Share as quoted on Stock Exchange on the Last Trading Day;
a discount of approximately 15.61% to the theoretical closing price of HK$0.1896 per Consolidated Share based on the average closing prices of HK$0.0474 per Existing Share as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including the Last Trading Day;
a discount of approximately 12.09% to the average theoretical closing price of approximately HK$0.1820 per Consolidated Share based on the average closing price of approximately HK$0.0455 per Existing Shares as quoted on the Stock Exchange for the ten (10) consecutive trading days up to and including the Last Trading Day;
a discount of approximately 5.51% to the theoretical ex-rights price of approximately HK$0.1693 per Consolidated Share based on the closing price of HK$0.047 per Existing Share as quoted on the Stock Exchange on the Last Trading Day; and
a premium over the audited net liabilities value per Consolidated Share of approximately HK$0.1893 based on the latest audited consolidated net liabilities value of the Group of approximately RMB58,980,000 (equivalent to approximately HK$65,533,000) as at 31 December 2019 and 346,183,500 Consolidated Shares.

The theoretical diluted price, the benchmarked price and the theoretical dilution effect (as those terms are defined under Rule 7.27B of the Listing Rules) for the Rights Issue and the Placing under the Specific Mandate are HK$0.1693 per Share, HK$0.1896 per Share and 10.70%, respectively. During the 12-month period immediately preceding the Latest Practicable Date, the Company has not undertaken (whether by reference to the date of announcement or the date of share issue) any rights issue, open offer or specific mandate placing.

- 10 -

LETTER FROM THE BOARD

The Subscription Price was arrived at after arm's length negotiation with reference to, among other things, the prevailing market price of the Shares and the financial conditions of the Group. As the Rights Shares are offered to all Qualifying Shareholders, the Directors would like to set the Subscription Price at a level that would attract the Qualifying Shareholders to participate in the Rights Issue. Each Qualifying Shareholder is entitled to subscribe for the Rights Shares at the same price in proportion to his/her/its existing shareholding in the Company. The Directors consider that the Subscription Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Status of the Rights Shares

The Rights Shares (when allotted, issued and fully paid) will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Rights Shares. Holders of the Rights Shares will be entitled to receive all future dividends and distributions, which may be declared, made or paid on or after the date of allotment and issue of the fully paid Rights Shares.

Basis of provisional allotments

The basis of the provisional allotment shall be two (2) Rights Shares (in nil-paid form) for every one (1) Consolidated Share held by the Qualifying Shareholders as at the close of business on the Record Date.

Qualifying Shareholders may apply for all or any part of their respective provisional allotment by lodging a duly completed PAL(s) and a cheque or a banker's cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance.

Rights of the Overseas Shareholders

The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Based on the registered of members of the Company as at the Latest Practicable Date, there was 1 Overseas Shareholder situated in the PRC. As the register of members of the Company was closed already, the list of Oversea Shareholders as at the Latest Practicable Date is the same as that on the Record Date. If at the close of business on the Record Date, a Shareholder's address on the Company's register of members is in a place outside Hong Kong, such Shareholder may or may not be eligible to take part in the Rights Issue. If, based on the legal opinions provided by the legal advisers to the Company pursuant to the Company's enquiries in compliance with Rule 13.36(2)(a) of the Listing Rules and make enquiries regarding the feasibility of extending the offer of the Rights Shares to the Overseas Shareholders (if any), the Directors consider that it is necessary or expedient not to offer the Rights Shares to

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LETTER FROM THE BOARD

any Overseas Shareholders on account of either the legal restrictions under the laws of the place(s) of their registered address(es) or the requirements of the relevant regulatory body(ies) or stock exchange(s) in such place(s), the Rights Issue will not be extended to such Overseas Shareholders.

Based on the register of members of the Company as at the Latest Practicable Date, there was 1 Overseas Shareholder whose address was outside Hong Kong and whose registered shareholding amounted to 13,750,000 Shares, of which such Overseas Shareholder had his/her addresses registered in the PRC. The Company has, in compliance with the requirements of Rule 13.36(2)(a) of the Listing Rules, conducted enquiries with its legal advisers in the PRC regarding the feasibility of extending the Rights Issue to Overseas Shareholders with registered addresses in the PRC. Based on the advice of the legal advisers of the PRC, the Prospectus Documents would not be required to be registered under the relevant laws and regulations of the PRC and may be dispatched to the Shareholders with addresses in the PRC without any restrictions. On that basis, the Company decided to extend the Rights Issue, and to dispatch the Prospectus Documents, to Overseas Shareholders with registered addresses in the PRC as at the Record Date, who will be treated as Qualifying Shareholders in addition to all Shareholders with registered addresses in Hong Kong.

The Company will send the Prospectus to the Prohibited Shareholders for their information only, but will not send any PAL and EAF to them.

Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Prohibited Shareholders (if any), to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealings in the nil-paid Rights Shares end, if a premium (net of expenses) can be obtained. The proceeds from such sale, less expenses, of more than HK$100 will be paid on pro-rata basis to the relevant Non-Qualifying Shareholders. In view of administrative costs, the Company will retain individual amounts of HK$100 or less for its own benefit. Any unsold entitlement of the Prohibited Shareholders to the Rights Shares and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders will be made available for excess applications by the Qualifying Shareholders under the EAF(s).

It is the responsibility of the Shareholders (including the Overseas Shareholders) to observe the local legal and regulatory requirements applicable to them for taking up and onward sale (if applicable) of the Rights Shares. The Prohibited Shareholders, so long as he/she/it is a Shareholder, will be entitled to vote at the EGM regarding the resolution(s) relating to the Rights Issue. Overseas Shareholders and beneficial owners of Shares who are residing outside Hong Kong should note that they may or may not be eligible to take part in the Rights Issue subject to the results of the enquiries made by the Company. The Company reserves the right to treat as invalid any acceptances of or applications for the Rights Shares

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LETTER FROM THE BOARD

where it believes that such acceptance or application would violate the applicable securities or other laws or regulations of any territory or jurisdiction. Accordingly, Overseas Shareholders and beneficial owners of Shares who are residing outside Hong Kong should exercise caution when dealing in the Shares.

Procedures for acceptance, transfer and splitting of provisional allotments of the Rights Shares

A PAL is enclosed with this Prospectus which entitles the Qualifying Shareholder(s) to whom it is addressed to subscribe for the number of Rights Shares shown therein. If a Qualifying Shareholder wishes to accept all the Rights Shares provisionally allotted to him/her/it as specified in the PAL, he/she/it must lodge the whole of the PAL intact in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance with the Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by no later than 4:00 p.m. on Monday, 24 August 2020. All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to "Teamway Intl Group Holdings Limited - Rights Issue Account" and crossed "ACCOUNT PAYEE ONLY".

It should be noted that unless the duly completed PAL, together with the appropriate remittance, has been lodged with the Registrar by no later than 4:00 p.m. on Monday, 24 August 2020, whether by the original allottee or any person in whose favour the provisional allotment has been validly transferred, that provisional allotment and all rights and entitlement thereunder will be deemed to have been declined and will be cancelled and such Rights Shares will be available for application under the EAFs by the other Qualifying Shareholders. The Company may at its sole discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage.

If the Qualifying Shareholders wish to accept only part of the provisional allotment or transfer part of their rights to subscribe for the Rights Shares provisionally allotted to them under the PAL or transfer part/all of their rights to more than one person, the original PAL must be surrendered for cancellation by no later than 4:30 p.m. on Friday, 14 August 2020 to the Registrar, who will cancel the original PAL and issue new PALs in the denominations required. The new PALs will be available for collection from the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, after 9:00 a.m. on the second Business Day after the surrender of the original PAL. It should be noted that Hong Kong ad valorem stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights.

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LETTER FROM THE BOARD

The Company reserves the right to refuse to register any transfer in favour of any person in respect of which the Company believes such transfer may violate applicable legal or regulatory requirements.

The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Qualifying Shareholders. All cheques or cashier's orders accompanying completed PALs will be presented for payment immediately following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of the PAL with a cheque or a cashier's order will constitute a warranty and representation to the Company that all registration, legal and regulatory requirements of all relevant jurisdictions other than Hong Kong in connection with the PAL and any acceptance of it have been, or will be, duly complied with. The Company reserves the right to refuse to accept any application for the Rights Shares where it believes that in doing so would violate the applicable securities legislations or other laws or regulations of any jurisdiction. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties. Completion and return of the PAL with a cheque or cashier's order in payment for the Rights Shares whether by a Qualifying Shareholder or by any nominated transferee, will constitute a warranty by the subscriber that the cheque or the cashier's order will be honored on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any PAL in respect of which the cheque or accompanying cheque and/or cashier's order is dishonored on first presentation, and, in such event, the relevant provisional allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled. No receipt will be issued in respect of any application monies received.

No action has been taken to obtain permission of the offering of the Rights Shares or the distribution of the Prospectus Documents in any jurisdiction other than Hong Kong. Accordingly, no person receiving a copy of the Prospectus Documents in any jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in the relevant jurisdictions, such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements. It is the responsibility of anyone outside Hong Kong wishing to make on his/her/its behalf an application for the Rights Shares to satisfy himself/herself/itself as to the observance of the laws and regulations of all relevant jurisdiction, including the obtaining of any governmental or other consents, and to pay any taxes and duties required to be paid in such jurisdiction in connection therewith. The Company reserves the right to refuse to accept any application for the Rights Shares where it believes that doing so would violate the applicable securities or other laws or regulations of any jurisdiction.

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LETTER FROM THE BOARD

If the conditions of the Rights Issue are not fulfilled at or before 4:00 p.m. on Monday, 24 August 2020 (or such later time and date as the Company may determine), the monies received in respect of acceptances of the Rights Shares will be returned to the Qualifying Shareholders or such other persons to whom the nil-paid Rights Shares shall have been validly transferred, or in case of joint acceptances, to the first-named person, without interest by means of cheques dispatched by ordinary post to their respective registered address at their own risk as soon as practicable thereafter.

No receipt will be given in respect of any application monies received.

Application for excess Rights Shares

Qualifying Shareholders may apply, by way of excess application, for: (i) any unsold entitlements to the Rights Shares of the Prohibited Shareholders (if any); and (ii) any nil-paid Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise not subscribed for by transferees of nil-paid Rights Shares.

Application for excess Rights Shares can be made only by duly completing and signing an EAF (in accordance with the instructions printed therein) and lodging the same with a separate cheque or banker's cashier order for the sum payable for the excess Rights Shares being applied for with the Company's share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:00 p.m. on Monday, 24 August 2020.

The Directors will allocate the excess Rights Shares (if any) at their sole and absolute discretion on a fair and equitable basis on the principle that any excess Rights Shares will be allocated to the applying Qualifying Shareholders on a pro rata basis by reference to the number of the excess Rights Shares applied for under each application, but no reference will be made to the Rights Shares subscribed through applications by PALs or the existing number of Shares held by such Qualifying Shareholders. No preference will be given to applications for topping up odd-lot holdings to whole lot holdings. Pursuant to Rule 7.21(3)(b) of the Listing Rules, the Company will take steps to identify the applications for excess Rights Shares made by any controlling shareholder or its associates (together, the "Relevant Shareholders"), whether in their own names or through nominees. The Company shall disregard the Relevant Shareholders' applications for excess Rights Shares to the extent that the total number of excess Right Shares they have applied for exceeds a maximum number equivalent to the total number of Rights Shares offered under the Rights Issue minus the number of Rights Shares taken up by the Relevant Shareholders under their assured entitlement to the Rights Shares. To the best information and knowledge of the Directors after making all reasonable enquiries, the Company has no controlling shareholder as at the Latest Practicable Date.

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LETTER FROM THE BOARD

If the aggregate number of Rights Shares not taken up by the Qualifying Shareholders and/or transferees of nil-paid Rights Shares under PALs is greater than the aggregate number of excess Rights Shares being applied for under EAFs, the Directors will allocate to each Qualifying Shareholder who applies for excess Rights Shares the actual number of excess Rights Shares being applied for.

Shareholders with their Shares held by a nominee (or which are held in CCASS) should note that the Board will consider the nominee (including HKSCC Nominees Limited) as one single Shareholder according to the register of members of the Company. Accordingly, such Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to the relevant beneficial owners individually. Shareholders with their Shares held by a nominee (or which are held in CCASS) are advised to consider whether they would like to arrange for the registration of their relevant Shares under the names of the beneficial owners prior to the Record Date for the purpose of the Rights Issue. Shareholders and investors should consult their professional advisers if they are in doubt as to their status.

If a Qualifying Shareholder wishes to apply for any Rights Shares in addition to his/her/its provisional allotment, he/she/it must complete and sign the EAF in accordance with the instructions printed thereon and lodge the same with a separate remittance for the amount payable on application in respect of the excess Rights Shares being applied for with the Company's branch share registrar and transfer office in Hong Kong at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by no later than the Latest Time for Acceptance. All remittances must be made in Hong Kong dollars by cheques which must be drawn on a bank account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to "Teamway Intl Group Holdings Limited - Excess Application Account" and crossed "ACCOUNT PAYEE ONLY". The Registrar will notify the relevant Qualifying Shareholders of any allotment of excess Rights Shares made to them.

The allocation of excess Rights Shares (if any) to the Qualifying Shareholders will be announced by the Company on Monday, 7 September 2020. If no excess Rights Shares are allotted to a Qualifying Shareholder who has applied for excess Rights Shares, it is expected that the amount tendered on application will be refunded to that Qualifying Shareholder in full without interest by means of a cheque dispatched by ordinary post to his/her/its registered address on or before Tuesday, 8 September 2020 at his/her/its own risk. If the number of excess Rights Shares allotted to a Qualifying Shareholder is less than that applied for, it is expected that the surplus application monies will also be refunded to that Qualifying Shareholder without interest by means of a cheque dispatched by ordinary post to his/her/its registered address on or before Tuesday, 8 September 2020 at his/her/its own risk.

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LETTER FROM THE BOARD

Completion and return of the EAF together with a cheque or cashier's order in payment for the excess Rights Shares which are the subject of the EAF will constitute a warranty by the applicant that such cheque or cashier's order will be honored on first presentation. All cheques and cashier's orders will be presented for payment immediately following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any EAF in respect of which the accompanying cheque and/or casher's order is dishonored on first presentation.

Completion and return of the EAF will constitute a warranty and representation to the Company that all registration, legal and regulatory requirements of all relevant jurisdictions in connection with the EAF and any acceptance of it have been, or will be, duly complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the above representations and warranties.

The EAF is for use only by the person(s) to whom it is addressed and is not transferable. All documents, including refund cheques for wholly or partially unsuccessful applications for excess Rights Shares, will be dispatched by ordinary post at the risk of the persons entitled thereto to their respective registered addresses as shown in the register of members of the Company on the Record Date. No action has been taken to obtain permission of the offering of the Rights Shares or the distribution of the Prospectus Documents in any jurisdiction other than Hong Kong. Accordingly, it is the responsibility of any person outside Hong Kong wishing to make an application for excess Rights Shares to satisfy himself/herself/itself before making the application for excess Rights Shares as to the full observance of the laws and regulations of the relevant jurisdiction, including the obtaining of any government or other consents, and to pay taxes and duties required to be paid in any such jurisdiction in connection therewith. The Company reserves the right to refuse to accept any application for excess Rights Shares where it believes in doing so would violate the applicable securities or other laws or regulations of any jurisdiction.

If the conditions of the Rights Issue are not fulfilled at or before 4:00 p.m. on Monday, 24 August 2020 (or such later time and date as the Company may determine), the monies received in respect of the relevant applications for excess Rights Shares will be returned to the applicants, or in case of joint applicants, to the first-named person, without interest by means of cheques dispatched by ordinary post to their respective addresses at their own risk on or before Tuesday, 8 September 2020.

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LETTER FROM THE BOARD

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Shares arising from the Rights Issue, the Company has appointed Mr. Lai Ming Him of Orient Securities Limited as an agent to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Shares to make up a full board lot, or to dispose of their holding of odd lots of the Shares during the period from Wednesday, 12 August 2020 to Tuesday, 1 September 2020 (both dates inclusive). Shareholders who wish to take advantage of this service should contact Orient Securities Company Limited at Room 3101, 31/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong or at (852) 2123 2292 during office hours (i.e. 9:00 a.m. to 5:00 p.m.) of such period. Shareholders should note that successful matching of the sale and purchase of odd lots of the Shares is not guaranteed. Shareholders who are in doubt about this service are recommended to consult their professional advisors.

No fractional entitlement

On the basis of the entitlement to subscribe two (2) Right Shares for every one (1) Consolidated Share held by the Qualifying Shareholders on the Record Date, no fractional entitlements to the Rights Shares will arise from the Rights Issue.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully- paid forms to be issued and allotted pursuant to the Rights Issue.

The board lot size of the nil-paid Rights Shares shall be the same as that of the fully- paid Rights Shares, i.e. 20,000 Shares in one board lot.

Those Qualifying Shareholders who do not take up the Rights Shares to which they are entitled should note that their shareholdings in the Company will be diluted.

Rights Shares will be eligible for admission into CCASS

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil- paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC.

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LETTER FROM THE BOARD

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their licensed securities dealer(s) or other professional adviser(s) for details of those settlement arrangements and how such arrangements will affect their rights and interests.

All necessary arrangements will be made to enable the Rights Shares (in both their nil-paid and fully-paid forms) to be admitted into CCASS.

Stamp duty and other applicable fees

Dealings in the Rights Shares in both their nil-paid and fully-paid forms will be subject to the payment of (i) stamp duty, (ii) the Stock Exchange trading fee, (iii) SFC transaction levy and (iv) any other applicable fees and charges in Hong Kong.

Share certificates and refund cheques for Rights Issue

Subject to the fulfilment and/or waiver (where applicable) of the conditions of the Rights Issue as set out below, share certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post to their registered address, at their own risks, on or before Tuesday, 8 September 2020. Each Shareholder will receive one share certificate for all allotted Rights Shares.

Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted on or before Tuesday, 8 September 2020 by ordinary post to the applicants' registered address, at their own risk.

The Rights Issue on a non-underwritten basis

Subject to the fulfilment and/or waiver (where applicable) of the conditions of the Rights Issue, the Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. In the event that there is an under-subscription of the Rights Issue, the size of the Rights Issue will be reduced accordingly.

The completion of the Rights Issue is conditional upon the conditions set out in the section headed "Conditions of the Rights Issue" in this prospectus, amongst other things, the Minimum Proceeds Condition has been satisfied. As the Rights Issue is subject to conditions, it may or may not proceed.

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LETTER FROM THE BOARD

The Cayman legal advisers of the Company have confirmed that there are no applicable statutory requirements regarding minimum subscription levels in respect of the Rights Issue.

Besides, the Shareholder who applies to take up all or part of his/her/its entitlement under PAL(s) or apply for excess Rights Shares under EAF(s) may unwittingly incur an obligation to make a general offer under the Takeovers Code, unless a waiver from the Executive (as defined in the Takeovers Code) has been obtained.

Accordingly, the Rights Issue will be made on the term that the Company will, pursuant to Rule 7.19(5) of the Listing Rules, provide for Shareholders to apply on the basis that if the Rights Shares are not fully taken up, the applications of any Shareholder for its entitlement under the PAL or for excess Rights Shares under the EAF can be scaled down to a level which does not trigger an obligation on part of the relevant Shareholder to make a general offer under the Takeovers Code.

Conditions of the Rights Issue

The Rights Issue is conditional upon the following conditions:

the passing of the necessary resolutions by the Shareholders (or as the case may be, the Shareholders) at the EGM approving, among other things, (i) the Share Consolidation;
1. the Rights Issue, including the allotment and issue of the Rights Shares (in their nil-paid and fully paid forms); and (iii) the Placing, including the Specific Mandate;
the Share Consolidation having become effective;
the delivery of the Prospectus to the Stock Exchange and the issue by the Stock Exchange on or before the Posting Date of a certificate authorizing registration of the Prospectus with Hong Kong Companies Registry;
a duly certified copy of the Prospectus (and other required documents) having been lodged with Hong Kong Companies Registry and Hong Kong Companies Registry issuing a confirmation of registration on or before the Posting Date;
following registration, the posting of the Prospectus Documents to the Qualifying Shareholders (and where applicable, the posting of the Prospectus to the Prohibited Shareholders, if any, for information purposes only) and the publication of the Prospectus Documents on the website of the Stock Exchange on or before the Posting Date;

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LETTER FROM THE BOARD

the grant of listing of the Rights Shares by the Stock Exchange (either unconditionally or subject only to the allotment and dispatch of the share certificates in respect thereof) and the grant of permission to deal in the nil paid Rights and the Rights Shares by the Stock Exchange (and such permission and listing not subsequently having been withdrawn or revoked);
the gross proceeds raised by the Company from the Rights Issue (or, if the Rights Shares are not fully taken up under the Rights Issue, in aggregate with the Placing) being not less than HK$50 million; and
all other necessary waivers, consents and approvals (if required) from the relevant governmental or regulatory authorities for the Rights Issue and the transactions contemplated thereunder having been obtained and fulfilled.

None of the above conditions precedent can be waived. If any of the conditions referred to above are not fulfilled at or before 4:00 p.m. on Monday, 24 August 2020 (or such later date as the Company may determine), the Rights Issue will not proceed.

As at the Latest Practicable Date, conditions (i) to (iv) above have been fulfilled.

Pursuant to the Placing Agreement, the Placing Agent conditionally agreed to effect the Placing by procuring Placees to subscribe for such number of Placing Shares as is equivalent to the number of unsubscribed Rights Shares not taken up whether under PAL(s) or EAF(s) during the Rights Issue (the "Untaken Shares") at the Placing Price on a best effort basis.

The timetable of the Placing is driven by the timetable of the Rights Issue. Under the terms of the Placing Agreement, if there is any Untaken Shares available under the Rights Issue, the placing period shall commence on Tuesday, 25 August 2020 (subject to change), i.e. the Business Day immediately after the Latest Time for Acceptance. The placing period shall end on Tuesday, 1 September 2020 (subject to change). The long stop date for the fulfilment of conditions of the Placing Agreement shall be 6:00 p.m. on the third Business Day after the last day of the placing period, i.e. Friday, 4 September 2020 (subject to change). The Company will seek Shareholders' approval for any extension of the Placing Long Stop Date.

Depending on the results of acceptance of the Rights Issue, the following scenarios are set out for illustrative purposes:

If all the Rights Shares are fully taken up under the Rights Issue whether through valid acceptances of PAL(s) or EAF(s), the Placing will not proceed.

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LETTER FROM THE BOARD

If the Rights Shares are not fully taken up under the Rights Issue but the Minimum Proceeds Condition is achieved by the Rights Issue on a standalone basis, the Placing will proceed and the Placing Agent will place out the Untaken Shares on a best effort basis. Under this scenario, as the Minimum Proceeds Condition is achieved, the Placing is not subject to any specific level of acceptance and completion of the Rights Issue shall take place simultaneously with the Placing.
If the Rights Shares are not fully taken up under the Rights Issue and the Minimum Proceeds Condition is not achieved by the Rights Issue on a standalone basis, the Placing will proceed and the Placing Agent will place out the Untaken Shares on a best effort basis which commences on the Business Day immediately after the Latest Time for Acceptance. If the gross proceeds of the Placing, when aggregated with the proceeds from the Rights Issue, (a) achieve or exceed the Minimum Proceeds Condition by the close of placing period, both the Rights Issue and the Placing will (assuming all other conditions are also satisfied) complete simultaneously; or (b) do not achieve the Minimum Proceeds Condition by the close of the placing period, both the Rights Issue and the Placing will lapse. Refund cheques will be dispatched to the Qualifying Shareholders who applied for Rights Shares through PAL(s) or EAF(s).

As the Rights Issue is subject to the above conditions, it may or may not proceed.

REASONS FOR THE RIGHTS ISSUE, THE PLACING AND THE USE OF PROCEEDS

The expected gross and net proceeds from the Rights Issue and the Placing are set out below, based on the following different scenarios arising from different acceptance ratios of the Rights Issue and the Placing (i.e. Scenarios I, II and III as defined below in this prospectus for illustrative purpose only):

	Scenario I	Scenario II	Scenario III
	HK$	HK$	HK$
	(approximately)	(approximately)	(approximately)
Rights Issue
Gross proceeds	110.78 million	Nil	Nil
Net proceeds	108.87 million	Nil	Nil
Net price per Rights Share	0.16	Nil	Nil
Placing
Gross proceeds	Nil	50 million	110.78 million
Net proceeds	Nil	47.59 million	107.46 million
Net price per Rights Share and/or the
Placing Share	Nil	0.15	0.16

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LETTER FROM THE BOARD

The net proceeds of the Rights Issue and the Placing are intended to be used in the following sequence:

assuming the Minimum Proceeds Condition (i.e. HK$50 million) is just achieved (i.e. Scenario II), all of the proceeds will be utilised for repayment of the Group's outstanding borrowings owing to Independent Third Parties (details of the outstanding borrowings are described in the sub-section headed "(a) The funding needs of the Group");
assuming full acceptance by the Qualifying Shareholders under the Rights Issue (i.e. Scenario I) or nil acceptance by the Qualifying Shareholders under the Rights Issue but successful placing of the maximum 692,367,000 Untaken Shares (i.e. Scenario III),
1. approximately HK$72 million will be utilised for the repayment of the Group's outstanding borrowings owing to Independent Third Parties; and
2. the balance of approximately HK$36.87 million will be utilised for general working capital of the Group and funding of business investment opportunities (if any) which is specified based on the estimated cash outflow used for the Group's general working capital for the next 12 months (i.e. for the period from July 2020 to June 2021), being RMB16.71 million. Details of the usage of the said estimated cashflow are set out in the section headed "(a) The funding needs of the Group". Having considered that the Group's business operation has been in a net loss position for the last two years, assuming there is no substantial change in the Group's business structure, the Management intends to retain the general working capital for two years. Hence, approximately HK$36.87 million to be utilized represents an estimated amount for two years general working capital needs of the Group, which is estimated based on the aforesaid estimated cash outflow used for the Group's general working capital for the period from July 2020 to June 2021.

As at the Latest Practicable Date, the Group does not have any business investment opportunities.

The Company is an investment holding company. The principal activities of the Group are engaged in (i) sales of packaging products and structural components; and (ii) property investment.

Before contemplating the Rights Issue and entering into the Placing Agreement, the Board has considered the following factors, including (a) the funding needs of the Group; (b) the intended use of proceed; (c) the reasons for contemplating the Rights Issue under a non-underwritten basis; and (d) other fund-raising alternatives considered by the Company.

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LETTER FROM THE BOARD

The funding needs of the Group

The Directors have reviewed the 2019 annual report of the Company ("2019 Annual Report") and noted that, as at 31 December 2019, the Group had total outstanding interest-bearing bank and other borrowings of approximately RMB422,491,000. Set out below are the details of the said bank and other borrowing including, among other things, the contractual interest rate, maturity period and the outstanding balance as at 31 December 2019 as disclosed in the 2019 Annual Report:

			Outstanding
			balance as at
	Contractual		31 December
	interest rate	Maturity	2019
			RMB'000
Current
Bank loans	4.35%	2020	10,000
		Repayable
Other borrowings	6.5%	On demand	22,982

			32,982
Non-current
Bank loans	2%	2023	177,762
Other borrowings	16.5%	2021	211,747

			389,509
		Total	422,491

As noted in the table above, out of the total bank and other borrowings of approximately RMB422,491,000 (equivalent to approximately HK$469,434,000), approximately RMB32,982,000 (equivalent to approximately HK$36,647,000) would be matured within one year from 31 December 2019 and approximately RMB211,747,000 (equivalent to approximately HK$235,274,000) would be matured in January 2021. As at 31 December 2019, the Company had cash and cash equivalents of approximately RMB46,671,000 (equivalent to approximately HK$51,857,000) as at 31 December 2019.

Despite the fact that there is a funding needs for the Group to settle the above repayment obligations, the management of the Company noticed that based on (i) the gearing ratio of the Group as at 31 December 2019, being 0.95 which was measured on the basis of the Group's total borrowings divided by total assets; and (ii) the historical financing performance of the Group

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LETTER FROM THE BOARD

which had been operating in losses for the financial year 2017, 2018 and 2019, there were serious difficulties in obtaining additional debt financing under the existing financing environment. In order to further quantify the amount of the Group's funding needs, the Directors have taken into account (i) the estimated cash flow used in the Group's operation for the period from July 2020 to June 2021 of approximately RMB16.71 million (equivalent to approximately HK$18.56 million); and (ii) the cash flow used in the settlement of the outstanding bank and other borrowings, including the principal and interest, based on the latest repayment schedule of approximately HK$216.5 million for the period from July 2020 to June 2021, it is concluded that the Group will have a cash flow shortfall for the next twelve months from the Latest Practicable Date, hence, there is a funding need for the Company to contemplate a funding raising exercise.

Intended use of proceeds

Given the proceeds from Rights Issue will be used to repay the outstanding liabilities and to finance the working capital of the Group as mentioned above, the Rights Issue shall potentially increase the total assets of the Group by approximately HK$36.87 million (equivalent to the net proceeds of approximately HK$108.87 minus the decrease in total liabilities of the Group by HK$72 million, assuming full acceptance by the Qualifying Shareholders under the Rights Issue (i.e. Scenario I) or nil acceptance by the Qualifying Shareholders under the Rights Issue but successful placing of the maximum 692,367,000 Untaken Shares (i.e. Scenario III). As such, the gearing ratio of the Group, as expressed as the ratio of total debts to total assets, would potentially decrease after completion of the Rights Issue.

The Directors considered that the high level of outstanding borrowings and gearing ratio may adversely affect the liquidity and business operations of the Group, including but not limited to (i) increase the Group's vulnerability under adverse economic condition; (ii) expose to liquidity risk given the high contractual interest cost as listed above; and (iii) potentially limit the Company's ability to obtain further facilities. If the Company continues to have such a high gearing ratio, the Company's exposure to liquidity risk may restrict its ability to make necessary capital expenditure or develop business opportunities in the future, which may adversely affect its results of operations and financial position.

Hence, the Directors are of the view that if the gearing ratio could be decrease upon completion of the Rights Issue and the Placing, the Group could (i) strengthen the its negotiation power to renew or obtain additional banking facilities and also (ii) improve the financial position of the Group and attract more fund raising opportunities, which in turn benefit the Company and the Shareholders as a whole.

- 25 -

LETTER FROM THE BOARD

Reason for the Rights Issue under non-under-written basis and the Placing

The Company, after considering other funding alternatives as elaborated in the section headed "(d) Other fund raising alternatives considered by the Company" in this prospectus, initially intended to finance the funding needs of the Company by way of contemplating the Rights Issue on fully underwritten basis.

However, since early May 2020, the Company had consulted brokerage companies (including the Placing Agent) for underwriting the Rights Issue. All of them rejected the Company's invitation mainly due to volatile market and the low trade volume of the Shares, but expressed interest in acting as placing agent on best effort basis. As such, the Company subsequently decided to conduct the Rights Issue on non-underwritten basis and to adopt the Placing (with the Minimum Proceeds Condition) simultaneously in order to ensure sufficient funds could be raised. Since if the Company could proceed with the Rights Issue on fully underwritten basis, any Rights Shares not taken up will be placed/taken by the underwriter at the Subscription Price, the Company considers that the placing obligation of the Placing Agent are more or less similar to an underwriter of Rights Issue (except that the Placing Agent is on best effort basis) and it is appropriate to set the Placing Price at HK$0.16, which is equivalent to the Subscription Price, taking into account of the dilution impact and the benefits from the proposed uses of proceeds.

Other fund-raising alternatives considered by the Company

As mentioned above, the management of the Company encountered difficulties in obtaining additional debt financing under the existing financing environment. Therefore, the Directors have considered other equity fund raising methods such as placing of new shares and open offer.

As opposed to the Rights Issue, placing of new Shares can only raise funds in a relatively smaller size and does not allow the Shareholders to maintain their respective shareholdings in the Company, whereas open offer does not provide Shareholders with the flexibility to increase their shareholding interests in the Company by acquiring additional rights entitlements in the open market or reduce their shareholding interests in the Company by liquidate their entitlement rights by disposing such nil-paid Rights Shares during the prescribed period of time for economic benefits (if they do not wish to subscribe for the Rights Shares).

The objective of the Rights Issue is to enable the Shareholders to maintain their proportionate interests in the Company should they wish to do so, ensuring stability in the Company's Shareholders' base, and to participate in the Company's future growth and development. The Board therefore considers, (i) the Rights Issue already give the Qualifying Shareholders an equal and fair opportunity to maintain their respective pro-rata shareholding interests in the Company; and (ii) the Placing serves as a mechanism to allow the Group to ensure sufficient funds could be raised if nil acceptance by the Qualifying Shareholders under the Rights Issue. However, those Qualifying Shareholders who do not take up the Rights Shares to which they are entitled should note that their shareholdings in the Company will be diluted.

- 26 -

LETTER FROM THE BOARD

In all, the Board is of the view that the Rights Issue and the Placing will enable the Group to strengthen its capital base, to ease the Group's short term financial stress and to enhance its financial position and maximize the Shareholders' benefits in the long run. The Directors consider that the Placing and the Rights Issue is therefore fair and reasonable and in the interests of the Company and the Shareholders as a whole.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

As at the Latest Practicable Date, the Company has 1,384,734,000 Shares in issue. Set out below are the shareholding structures of the Company (i) as at the Latest Practicable Date, and (ii) under the following three scenarios arising from different acceptance ratios of the Rights Issue and the Placing (for illustrative purpose only):

assuming full acceptance by the Qualifying Shareholders of the Rights Issue whether under PAL(s) or EAF(s) leaving no Untaken Shares to be placed in the Placing ("Scenario I");
assuming nil acceptance by the Qualifying Shareholders of the Rights Issue and assuming successful placing of the minimum 312,500,000 Placing Shares to render the Rights Issue and Placing unconditional ("Scenario II"); and
assuming nil acceptance by the Qualifying Shareholders of the Rights Issue and assuming successful placing of the maximum 692,367,000 Untaken Shares ("Scenario III"):

	As at the date of
	The Latest Practicable
Shareholders	Date			Scenario I	Scenario II	Scenario III
	No. of	Approx-	No. of	Approx-	No. of	Approx-	No. of	Approx-
	Consolidated	imately	Consolidated	imately	Consolidated	imately	Consolidated	imately
	Shares	%	Shares	%		Shares	%	Shares	%
Xu Gefei (Note 1)	76,090,000		21.98		228,270,000		21.98		76,090,000	11.55	76,090,000	7.33
Chen Xiongwei (Note 2)	22,302,510		6.44		66,907,530		6.44		22,302,510	3.39	22,302,510	2.15
Kent Field Limited	12,200,000		3.52		36,600,000		3.52		12,200,000	1.85	12,200,000	1.17
All Superstar Limited	22,200,000		6.41		66,600,000		6.41		22,200,000	3.37	22,200,000	2.14
The Placees	-	-	-	-	312,500,000		47.44		692,367,000	66.67
Other public Shareholders	213,390,990		61.65		640,172,970		61.65		213,390,990	32.40	213,390,990	20.54

Total	346,183,500		100.00		1,038,550,500		100.00		658,683,500	100.00	1,038,550,500	100.00

- 27 -

LETTER FROM THE BOARD

Notes:

Mr. Xu Gefei beneficially held the entire issued share capital of Grand Luxe Limited and Yitou (China) Limited, which in turn, beneficially held 65,385,000 Shares and 10,705,000 Shares (i.e. 76,090,000 Shares in total).
Mr. Chen Xiongwei beneficially held 102,510 Shares. Mr. Chen Xiongwei beneficially held the entire issued share capital of Success Sense Limited, which in turn, beneficially held 22,200,000 Shares (22,302,510 Shares in total).

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has conducted the following equity fund raising activities in the past twelve months immediately prior to the Latest Practicable Date:

				Actual use of
				proceeds as at
				the Latest
Date of relevant				Practicable
announcements	Event	Net proceeds	Intended use of proceeds	Date
16 September 2019 and	Subscription of new	HK$14.49	General working capital and	Fully utilised as
18 October 2019	shares under general	million	for repayment of	intended
	mandate		interests of existing
			debts of the Group

Save as disclosed above, the Company has not conducted any equity fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

TAXATION

Qualifying Shareholders are recommended to consult their professional advisers if they are in doubt as to the taxation implications of subscribing for the Rights Shares, or about purchasing, holding or disposals of, or dealings in or exercising any rights in relation to the Shares or the Rights Shares, and similarly, the Prohibited Shareholders (if any) as regards their receipt of the net proceeds of sale of the Rights Shares otherwise falling to be issued to them under the Rights Issue under the laws of jurisdictions in which they are liable to taxation. It is emphasised that none of the Company, the Directors nor any other parties involved in the Rights Issue accepts responsibility for any tax effects on, or liabilities of, any person resulting from subscribing for, purchasing, holding, disposal of, dealings in or exercising any rights in relation to the Shares or the Rights Shares.

- 28 -

LETTER FROM THE BOARD

GENERAL

As disclosed in the Company's announcement dated 27 July 2020, all the resolutions in relation to the Share Consolidation, the Rights Issue and the Placing (including the Specific Mandate) were duly passed by the Shareholders at the EGM held on 27 July 2020.

WARNING OF THE RISK OF DEALINGS IN THE SHARES AND NIL-PAID RIGHTS SHARES

The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. In the event the Rights Issue is not fully subscribed, any Rights Shares not taken up by the Qualifying Shareholders or transferees of nil-paid Rights Shares will not be issued by the Company under the Rights Issue (but may be issued to subscribers procured by the Placing Agent under the Placing instead) and the size of the Rights Issue will be reduced accordingly. Investors are advised to exercise caution when dealing in the Shares or Rights Shares in their nil-paid form.

Any dealings in the Shares from the date of the Announcement up to the date on which all the conditions of the Rights Issue are fulfilled, and any Shareholders dealing in the Rights Shares in nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating any dealings in the Shares or Rights Shares in their nil-paid form are recommended to consult their professional advisers.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this

Prospectus.

Yours faithfully,

By order of the Board

Teamway International Group Holdings Limited

Ngai Mei

Executive Director

- 29 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. AUDITED FINANCIAL STATEMENTS OF THE GROUP

The audited financial information of the Company for each of the three years ended 31 December 2017, 2018 and 2019 are disclosed in the annual reports of the Company for the years ended 31 December 2017 (page 36 to 99), 2018 (page 38 to 111) and 2019 (page 39 to 111), which are published on 25 April 2018, 29 April 2019 and 14 May 2020, respectively.

The above mentioned financial information is available on the website of the Company at www.teamwaygroup.com/ and the website of the Stock Exchange at www.hkexnews.hk.

2. STATEMENT OF INDEBTEDNESS

Indebtedness

At the close of business on 30 June 2020, being the Latest Practicable Date for the purpose of this statement of indebtedness prior to the printing of this Prospectus, the Group had outstanding indebtedness of approximately RMB431 million, details of which are set out as follows:

	Current	Non-current	Total
	RMB'000	RMB'000	RMB'000
Bank and other borrowings	242,516		182,995	425,511
Lease liabilities	3,306		2,630	5,936

Total (note)	245,822		185,625	431,447

- I-1 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP
Note:
	Contractual
	interest rate per
	annum/weighted
	average		As at
	incremental		30 June
	borrowing rate	Maturity	2020
	(%)		RMB'000
Current
Bank loan-secured RMB loan (note (a))	3.85	2021	3,000
Other borrowings
- unsecured US$ loan	6.5	On demand	23,430
- secured HK$ loan (note (b))	16.5	2021	216,086
Lease liabilities	6.8	2021	3,306

			245,822
Non-current

Other borrowings
- unsecured US$ loan	2.0	2023	182,995
Lease liabilities	6.8	2022	2,630

			185,625

			431,447

Notes:

Bank loan is secured by the Group's buildings and right-of-use assets, which had an aggregate carrying value at 30 June 2020 of RMB8,773,000. The interest rate charged on the Group's bank loan is one-year China Interbank Offered Rate, plus 0 basis point.
Included in other borrowings of approximately RMB216 million was secured by share charge over the entire share capital of a wholly-owned subsidiary of the Company.

Contingent liabilities

As at 30 June 2020, the Group did not have any significant contingent liabilities. Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and normal trade and other payables in the ordinary course of business, the Group did not have any other loan capital, bank overdrafts, loans, debt securities and authorised or otherwise created but unissued and term loans or other borrowings, indebtedness in the nature of borrowings, liabilities under acceptances (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, finance leases or hire purchase commitments, which are either guaranteed, unguaranteed, secured or unsecured, guarantees or other material contingent liabilities outstanding as at 30 June 2020.

Save as disclosed above, the Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Group from 30 June 2020 to the Latest Practicable Date.

- I-2 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

3. WORKING CAPITAL STATEMENT

The Directors are of the opinion that, after taking into account (i) the present financial resources; (ii) the estimated net proceeds from the Rights Issue and if applicable; and (iii) the Placing, assuming the Minimum Proceeds Conditions are achieved, the Company will have sufficient working capital for its present requirements, that is for at least the next twelve months from the date of this Prospectus in the absence of unforeseen circumstances.

4. MATERIAL ADVERSE CHANGES

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

As set out in the annual report of the Company for the year ended 31 December 2019, the outbreak of novel coronavirus virus ("COVID-19") is expected to contract the global economy even further. The highly infectious virus, which has led to substantial travel bans and lockdowns across many different countries worldwide, will deliver a substantial hit to the global economy in the near term, and will also affect Hong Kong's and China's economies severely. The increased global travel restrictions amid virus infections locally and overseas, mandated immobility due to the lockdowns has also substantially reduced China's manufacturing capability, resulting in significant disruption to global supply chains and worldwide trade, posing a significant threat to the global economy. Given the unpredictability associated with the development of COVID-19 and any further contingency measures that may be put in place by the relevant governments and corporate entities, the actual financial impact, if any, on the Group's future prospects and financial performances could be significantly different from the forecasts depending on how the situation evolves, the Group will closely monitor in this regard. Nevertheless, the management of the Company considers that by the time the COVID-19 is alleviated and becomes controllable, the global economy will rebound strongly and the Group's performance will restore order. In order to capture any investment opportunities in a timely manner and/or optimising the financial position of the Group, the Company will continue to explore opportunities that may arise in the market or may realise the existing investment to raise sufficient funds to achieve such purpose.

- I-3 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

A. STATEMENT OF UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE

ASSETS/(LIABILITIES) OF THE GROUP

The unaudited pro forma statement of adjusted consolidated net tangible assets/(liabilities) of the Group attributable to the owners of the parent (the "Unaudited Pro Forma Financial Information") has been prepared by the Directors in accordance with paragraph 4.29 of the Listing Rules to illustrate the effect of the Rights Issue/Placing on the unaudited consolidated net tangible assets/(liabilities) of the Group attributable to the owners of the parent as if the Rights Issue/Placing had taken place on 31 December 2019.

The Unaudited Pro Forma Financial Information is prepared for illustrative purposes only and, based on the judgments, estimates and assumptions of the Directors, and because of its hypothetical nature, it may not give a true picture of the consolidated net tangible assets/(liabilities) of the Group attributable to the owners of the parent as at 31 December 2019 or at any future date.

					Unaudited pro
				Unaudited	forma adjusted
			Unaudited pro	consolidated net	consolidated net
			forma adjusted	tangible liabilities	tangible assets/
			consolidated net	of the Group per	(liabilities) of the
	Audited		tangible assets/	share prior	Group per share
	consolidated net		(liabilities) of the	to the Share	after the Share
	tangible liabilities	Estimated net	Group after	Consolidation and	Consolidation and
	of the Group as	proceeds	completion of the	Rights	completion of the
	at	from the Rights	Right	Issue/Placing as at	Rights
	31 December 2019	Issue/Placing	Issue/Placing	31 December 2019	Issue/Placing
	(note 1)	(note 2)		(note 3)	(note 4)
	RMB'000	RMB'000	RMB'000	RMB	RMB
Scenario I	(58,980)	97,432	38,452	(4.3) cents	3.7 cents
Scenario II	(58,980)	42,595	(16,385)	(4.3) cents	(2.5) cents
Scenario IIII	(58,980)	96,169	37,189	(4.3) cents	3.6 cents

Notes:

The audited consolidated net tangible liabilities of the Group is extracted from the published annual report of the Company for the year ended 31 December 2019.

- II-1 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Scenario I
The estimated net proceeds from the Rights Issue are based on 692,367,000 Rights Shares to be issued at the subscription price of HK$0.16 (equivalent to approximately RMB0.143) per Rights Share, after deduction of the estimated related expenses of approximately RMB1,710,000 .
Scenario II
The estimated net proceeds from the issue of the Placing Shares pursuant to the Placing are based on 312,500,000 Placing Shares to be issued at the Placing Price of HK$0.16 (equivalent to approximately RMB0.143) per Placing Share after deduction of the estimated related expenses of approximately RMB2,153,000 .
Scenario III
The estimated net proceeds from the issue of the Placing Shares pursuant to the Placing are based on 692,367,000 Placing Shares to be issued at the Placing Price of HK$0.16 (equivalent to approximately RMB0.143) per Placing Share after deduction of the estimated related expenses of approximately RMB2,973,000 .
Based on 1,384,734,000 shares in issue as at 31 December 2019 before implementation of the Share Consolidation and prior to completion of the Rights Issue/Placing.
Scenario I
Based on 1,038,550,500 shares, comprising (i) 346,183,500 Consolidated Shares in issue and (ii) 692,367,000 Rights Shares to be issued, assuming that the Share Consolidation and Rights Issue had been completed on 31 December 2019.
Scenario II
Based on 658,683,500 shares, comprising (i) 346,183,500 Consolidated Shares in issue and (ii) 312,500,000 Placing Shares to be issued, assuming that the Share Consolidation and Placing had been completed on 31 December 2019.
Scenario III
Based on 1,038,550,500 shares, comprising (i) 346,183,500 Consolidated Shares in issue and (ii) 692,367,000 Placing Shares to be issued, assuming that the Share Consolidation and Placing had been completed on 31 December 2019.
Other than those mentioned above, no adjustments have been made to the unaudited pro forma adjusted net tangible assets/(liabilities) of the Group to reflect any trading results or other transactions of the Group entered into subsequent to 31 December 2019.

- II-2 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION INCLUDED IN A PROSPECTUS

Rooms 2103-05, 21F

Dominion Centre

43-59 Queen's Road East

Wanchai

Hong Kong

To the Directors of Teamway International Group Holdings Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Teamway International Group Holdings Limited (the "Company") and its subsidiaries (collectively referred to as the "Group") by the directors of the Company (the "Directors") for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated net tangible assets/(liabilities) as at 31 December 2019, and related notes as set out on Section A of Appendix II to the Company's prospectus dated 10 August 2020 (the "Prospectus") issued by the Company (the "Unaudited Pro Forma Financial Information"). The applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are described on Section A of Appendix II of the Prospectus.

The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the Rights Issue/Placing (as defined in the Prospectus) on the Group's financial position as at 31 December 2019 as if the Rights Issue/Placing had taken place at 31 December 2019. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's financial statements for the year ended 31 December 2019, on which an audit report has been published.

Directors' responsibility for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

- II-3 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant's responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountant plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the events had occurred or the transaction had been undertaken at

- II-4 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Rights Issue/Placing at 31 December 2019 would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and
The Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgement, having regard to the reporting accountant's understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated;
such basis is consistent with the accounting policies of the Group by the Directors; and

- II-5 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,

Zenith CPA Limited

Certified Public Accountants

Cheng Po Yuen

Practising Certificate Number: P04887

Hong Kong

10 August 2020

- II-6 -

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This prospectus, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this prospectus misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company (a) as at the Latest Practicable Date;

immediately after completion of the Rights Issue and, if applicable, the Placing (assuming no other change in the number of issued Shares and full acceptance of Rights Shares by all Qualifying Shareholders or nil acceptance by the Qualifying Shareholders of the Rights Issue and assuming successful placing of the maximum 692,367,000 Untaken Shares); and (c) immediately after completion of the Rights Issue and if applicable, the Placing (assuming nil acceptance by the Qualifying Shareholders of the Rights Issue and assuming successful placing of the minimum 312,500,000 Placing Shares to render the Rights Issue and Placing unconditional) are set out as follows:

(a) As at the Latest Practicable Date:
Authorised:	HK$
	5,000,000,000 Consolidated Shares of HK$0.04 each	200,000,000

Issued and fully paid:

346,183,500 Consolidated Shares of HK$0.04 each	13,847,340

- III-1 -

APPENDIX III

GENERAL INFORMATION

Immediately after completion of the Rights Issue and, if applicable, the Placing (assuming no other change in the number of issued Shares and (i) full acceptance of Rights Shares by all Qualifying Shareholders or (ii) nil acceptance by the Qualifying Shareholders of the Rights Issue and assuming successful placing of the maximum 692,367,000 Untaken Shares)

Authorised:

5,000,000,000 Consolidated Shares of HK$0.04 each

Issued and fully paid:

HK$

200,000,000

346,183,500

692,367,000

1,038,550,500

Consolidated Shares of HK$0.04 each

Rights Shares of HK$0.04 each (and Placing Shares, as the case may be) to be issued pursuant to the Rights Issue (and the Placing, as the case may be)

13,847,340

27,694,680

41,542,020

Immediately after completion of the Rights Issue and if applicable, the Placing (assuming nil acceptance by the Qualifying Shareholders of the Rights Issue and assuming successful placing of the minimum 312,500,000 Placing Shares to render the Rights Issue and Placing unconditional):

Authorised:		HK$
5,000,000,000	Consolidated Shares of HK$0.04	each	200,000,000


Issued and fully paid:
346,183,500	Consolidated Shares of HK$0.04	each	13,847,340
312,500,000	Rights Shares of HK$0.04 each (and Placing	12,500,000
	Shares, as the case may be) to be issued pursuant
	to the Rights Issue (and the Placing, as the case
	may be)

658,683,500			26,347,340

- III-2 -

APPENDIX III

GENERAL INFORMATION

All the Shares rank pari passu with each other in all respects including the rights as to voting, dividends and return of capital.

The Rights Shares and Placing Shares, when allotted, issued and fully paid, will rank pari passu with the Shares then in issue in all respects. Holders of such Rights Shares and Placing Shares will be entitled to receive all future dividends and distributions which are declared, made or paid with a record date which falls on or after the date of allotment and issue of the fully-paid Rights Shares and Placing Shares.

The issued Shares are listed on the Stock Exchange. None of the securities of the Company is listed or dealt in, and no listing or permission to deal in the securities of the Company is being or is proposed to be sought, on any other stock exchange.

As at the Latest Practicable Date, no capital of any member of the Group was under option, or agreed conditionally or unconditionally to put under option.

As at the Latest Practicable Date, there is no arrangement under which future dividends are or will be waived or agreed to be waived.

As at the Latest Practicable Date, the Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

3. DISCLOSURE OF INTERESTS

Director's and chief executive's interests in the Company

As at the Latest Practicable Date, none of the Directors and chief executives of the Company or their associates in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they have taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) have to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") to be notified to the Company and the Stock Exchange.

- III-3 -

APPENDIX III

GENERAL INFORMATION

Interests and short positions of substantial shareholders

So far as the Directors are aware, as at the Latest Practicable Date, persons who have an interest or a short position in the shares or underlying shares of the Company which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO were as follows:

		Capacity/	No. of	Approximately
Name of Director	Nature of Interest	Shares held	%
Grand Luxe Limited	Beneficial owner	65,385,000	18.89
(Note	1)
Xu Gefei	Interest of controlled corporation	76,090,000	21.98
(Note	1)
All Superstar Limited	Beneficial owner	22,200,000	6.41
(Note	2)
Success	Sense Limited	Beneficial owner	22,200,000	6.41
(Note	3)
Mr. Chen Xiongwei	Beneficial owner/Interest of	22,302,510	6.44
(Note	3)	controlled corporation

Notes:

Mr. Xu Gefei beneficially held the entire issued share capital of Grand Luxe Limited and Yitou (China) Limited, which in turn, beneficially held 65,385,000 Shares and 10,705,000 Shares (i.e. 76,090,000 Shares in total).
Mr. Fu Jinsen beneficially held the entire issued share capital of All Superstar Limited, which in turn, beneficially held 22,200,000 Shares.
Mr. Chen Xiongwei beneficially held 102,510 Shares. Mr. Chen Xiongwei beneficially held the entire issued share capital of Success Sense Limited, which in turn, beneficially held 22,200,000 Shares (22,302,510 Shares in total).

- III-4 -

APPENDIX III

GENERAL INFORMATION

4. DIRECTORS' INTERESTS IN CONTRACT AND ASSET

As at the Latest Practicable Date, none of the Directors, directly or indirectly, had any interest in any assets which had since 31 December 2019 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to the Company, or were proposed to be acquired or disposed of by or leased to the Company. As at the Latest Practicable Date, none of the Directors was materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Company.

5. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract with the Company which was not determinable by the Company within one year without payment of compensation, other than statutory compensation.

6. COMPETING INTEREST

As at the Latest Practicable Date, so far as the Directors are aware of, none of the Directors or any of their respective associates had any interest in business which competes with or may compete with the business of the Company or had any other conflict which any person has or may have with the Company.

7. MATERIAL LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, claim or arbitration of material importance and there was no litigation, claim or arbitration of material importance known to the Directors to be pending or threatened against any member of the Group.

8. MATERIAL CONTRACTS

The following material contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within the two years preceding the date of this prospectus and up to the Latest Practicable Date and are or may be material:-

the Placing Agreement;
the conditional subscription agreements dated 16 September 2019 entered into between the Company as issuer and 3 difference subscribers of an aggregate of 226,400,000 new shares to be issued under the subscription agreements;

- III-5 -

APPENDIX III

GENERAL INFORMATION

enter into the equity transfer agreement dated 17 January 2019 entered between Teamway China Development Limited (an indirect wholly-owned subsidiary of the Company) and Shanghai Tonghui Investment Limited (as the purchasers) and Mr. Liu Jing Cheng and Mr. Fei Zhi Hui (as the vendors) in relation to the acquisition of Shanghai Tonghui Construction Engineering Company Limited; and
the conditional subscription agreement dated 7 January 2019 entered into between the Company as issuer and 2 subscribers for the subscription of an aggregate of 550,000,000 new shares.

9. EXPERT AND CONSENT

The following are the qualification of the experts who have been named in this prospectus or have given opinions, letters or advices contained in this Prospectus:-

Name	Qualification
Zenith CPA Limited	Certified Public Accountant

As at the Latest Practicable Date, the above expert had no shareholding, directly or indirectly, in the Company or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Company.

As at the Latest Practicable Date, the above expert had no interest, direct or indirect, in the promotion of, or in any assets which since 31 December 2019, the date to which the latest published audited financial statements of the Company were made up, have been acquired or disposed of by or leased to, the Company, or are proposed to be acquired or disposed of by or leased to the Company.

The above expert has given and has not withdrawn its written consent to the issue of this prospectus, with the inclusion of the references to its name and/or its opinion or report in the form and context in which they are included.

- III-6 -

APPENDIX III	GENERAL INFORMATION
10. PARTIES INVOLVED IN THE RIGHTS ISSUE AND CORPORATE INFORMATION
Board of Directors	Ms. Ngai Mei
	Ms. Duan Mengying
	Mr. Poon Lai Yin Michael
	Mr. Chow Ming Sang
	Mr. Chan Ka Leung Kevin
Registered office	P.O. Box 1350
	Clifton House
	75 Fort Street
	Grand Cayman KY1−1108
	Cayman Islands
Head office and principal place of	Suites 2005−2006, 20/F
business in Hong Kong	Tower 6 The Gateway
	Harbour City, Tsim Sha Tsui
	Kowloon, Hong Kong
Legal adviser to the Company as	Anthony Siu & Co.
to Hong Kong law in relation to	Unit 1102-3, 11th Floor
the Rights Issue	Nine Queen's Road Central, Hong Kong
Legal adviser to the Company as	Ocorian Law (Cayman) Limited
to the laws of the Cayman	P.O. Box 1350
Islands in relation to the Rights	Clifton House
Issue	75 Fort Street
	Cayman KY1-1108
	Cayman Islands
Auditor and the reporting	Zenith CPA Limited
accountant	Rooms 2103−05, 21/F Dominion Centre
	43−59 Queen's Road East
	Wanchai, Hong Kong
Principal banker	Hang Seng Bank Limited
	83 Des Voeux Rd, Central

- III-7 -

APPENDIX III	GENERAL INFORMATION
Hong Kong share registrar and	Tricor Investor Services Limited
transfer office	Level 54
	Hopewell Centre 183 Queen's Road East
	Hong Kong
Authorised representatives	Mr. Chang Chi Wai Stanley
	Suites 2005-2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui
	Kowloon, Hong Kong
	Ms. Ngai Mei
	Suites 2005-2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui
	Kowloon, Hong Kong
Company Secretary	Mr. Chang Chi Wai Stanley

11. DIRECTORS OF THE COMPANY

Particulars of the Directors and senior management of the Company

Name	Business address
Executive Directors
Ms. Ngai Mei	Suites 2005-2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui
	Kowloon, Hong Kong
Ms. Duan Mengying	Suites 2005-2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui
	Kowloon, Hong Kong

- III-8 -

APPENDIX III	GENERAL INFORMATION
Independent non-executive Directors
Mr. Poon Kai Yin, Michael	Suites 2005-2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui
	Kowloon, Hong Kong
Mr. Chan Ka Leung, Kevin	Suites 2005-2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui
	Kowloon, Hong Kong
Mr. Chow Ming Sang	Suites 2005-2006, 20/F, Tower 6
	The Gateway, Harbour City
	Tsim Sha Tsui
	Kowloon, Hong Kong

Biographies of the Directors

Executive Directors

Ms. Ngai Mei (魏薇) ("Ms. Ngai"), aged 37, is an Executive Director of the Company since 28 February 2017. Ms. Ngai also holds directorship in various subsidiaries of the Company. Ms. Ngai graduated from Manchester Metropolitan University, UK and has more than ten years working experience in corporate management and merger and acquisition. She once worked in China Minsheng Banking Corporation Limited ("CMBC"), during which time she participated in the CMBC Initial Public Offerings, was responsible for overall planning of overseas investor relations and participated in various large roadshows cooperated closely with investment banks, financial public relation and related professional teams. She also joined the acquisition of Asia Commercial Bank and participated in the license application of CMBC's Hong Kong Branch. Ms. Ngai was also responsible for investor relations and corporate financing of Hong Kong listed companies, leading a number of financing projects.

Ms. Duan Mengying (段夢穎) ("Ms. Duan"), aged 33, is an Executive Director of the Company since 30 January 2020. Ms. Duan joined the Company as the Chief Financial Officer on 1 April 2017. She has over 10 years of experience in auditing, accounting and financial management. Ms. Duan is well versed in accounting and financial management, especially in the areas of mergers and acquisitions, initial public offerings, group financing projects, forecasting and formulating of financial strategies, and in assessing new business opportunities for growth and profit potential. Ms. Duan obtained her Bachelor degree in accountancy and her Master degree in

- III-9 -

APPENDIX III

GENERAL INFORMATION

business information system from City University of Hong Kong. She is a member of the Hong Kong Institute of Certified Public Accountants. Ms. Duan was a non-executive director of Cityneon Holdings Limited ("Cityneon") from 11 August 2017 to 30 April 2019, the shares of which were listed on the Singapore Stock Exchange ("SGX"). Cityneon was delisted from SGX with effect from 1 February 2019.

Independent non-executive Directors

Mr. Poon Lai Yin, Michael (潘禮賢) ("Mr. Poon"), aged 48, is an independent Non-Executive Director of the Company since 19 March 2019, and is the Chairman of the Audit Committee and the Nomination Committee and a member of the Remuneration Committee of the Company. Mr. Poon held a master's degree in practising accounting from Monash University, Australia. He has been a fellow member of Hong Kong Institute of Certified Public Accountants since July 2009, and a member with CPA Australia since March 2000 respectively. He passed the qualification examination of Asset Management Association of China in 2016. He has over 20 years of experience in financial reporting, business advisory, auditing, taxation, accounting, merger and acquisition.

Mr. Poon is currently an executive director of Huakang Biomedical Holdings Company Limited (stock code: 8622. HK) since September 2017. He is also an independent non-executive director in a number of Hong Kong listed companies and a Singapore listed company, namely China Uptown Group Company Limited (stock code: 2330.HK) since November 2006, Smartac Group China Holdings Limited (formerly known as Sino Dragon New Energy Holdings Limited, China Zirconium Limited and Asia Zirconium Limited) (stock code: 0395.HK) since January 2010, and LFG Investment Holdings Limited (stock code: 3938.HK) since 10 September 2019, the shares of these companies are listed on the main board of the Stock Exchange, and Niche-Tech Group Limited (stock code: 8490.HK) since 28 June 2019, the shares of the Company are listed on GEM.

Mr. Chan Ka Leung Kevin (陳家良) ("Mr. Chan"), aged 51, is an independent Non-Executive Director of the Company since 21 June 2019, and is the Chairman of the Remuneration Committee and a member of the Nomination Committee and Audit committee of the Company. He obtained his Bachelor of Accounting and a Master of Finance from the University of Illinois of the United States of America. Mr. Chan has extensive experience in corporate finance. He is currently a responsible officer of a corporation licensed under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the "SFO") to conduct type 6 (advising on corporate finance) regulated activity. He is currently an independent non-executive director of Zhong Ao Home Group Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 1538). He was an independent nonexecutive director of Greens Holdings Ltd, a company listed on the Main Board of the Stock Exchange (stock code: 1318) from 8 January 2015 to 12 November 2015.

- III-10 -

APPENDIX III

GENERAL INFORMATION

Mr. Chow Ming Sang (周明笙) ("Mr. Chow"), aged 47, is an independent Non-Executive Director of the Company since 21 June 2019, and is a member of the Nomination Committee, Audit Committee and Remuneration Committee of the Company. Mr. Chow obtained his bachelor degree in Business Administration (Accounting) from Hong Kong University of Science and Technology in 1995. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants and a Certified Internal Auditors. Mr. Chow has over 24 years working experience of various industries in auditing, corporate governance and risk management advisory where he was the Advisory partner of a Big Four accounting firm since 2007 and was responsible for managing the Risk Advisory sub-service line's strategic growth and development in various regions of Mainland China since 2011. From 2013 to 2016, Mr. Chow became the Committee member of The Internal Controls General Standards Committee of The Ministry of Finance (PRC) (中國財政部內部控制標準委員會委員), the only Hong Kong people and Big Four partner being appointed as a committee member. Mr. Chow also involved in promoting innovation where he acts as start-up coach of over 20 incubators and accelerators in China and Hong Kong to assist young entrepreneurs in enhancing their business from financial and strategic development perspectives. Prior to joining the Company, Mr. Chow was the General Manager of Risk & Control Department of 泰禾集團 (Tahoe Group*) (Stock Code: 000732) from October 2018 to May 2019, the shares of which were listed on the Shenzhen Stock Exchange. Mr. Chow is currently the Managing Director of 天一正邦投資管理有限公司 (Alliance Capital Advisory Limited) where he was providing capital market related advisory services to companies mostly in Mainland China.

Biographies of the company secretary of the Company

Mr. Chang Chi Wai Stanley (張志威) is a member of The Hong Kong Institute of Certified Public Accountants. Mr. Chang Chi Wai Stanley holds a bachelor's degree in Economics from Simon Fraser University in Canada. Mr. Chang Chi Wai Stanley possesses extensive experience in the area of accounting, finance, internal control and corporate governance.

12. EXPENSES

The expenses in connection with the Rights Issue and the Placing, including professional fees, printing, registration, translation, legal and accounting fees, are estimated to be approximately HK$3.32 million in maximum, and are payable by the Company.

13. GENERAL

The English language text of the Prospectus Documents (including this Prospectus, the PAL and the EAF) shall prevail over its Chinese language text, in case of any inconsistency.

- III-11 -

APPENDIX III

GENERAL INFORMATION

14. LEGAL EFFECT

This prospectus, the PAL and the EAF, and all acceptances of any offer or application contained in such documents, are governed by and shall be construed in accordance with the laws of Hong Kong.

15. BINDING EFFECT

This prospectus shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all of the provisions (other than the penal provisions) of sections 44A and 44B of the Companies (WUMP) Ordinance so far as applicable.

16. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of this prospectus, together with copies of the PAL and EAF and the written consent referred to in the paragraph headed "9. Expert and Consent" in this Appendix III, has been registered with the Registrar of Companies in Hong Kong for registration pursuant to section 342C of the Companies (WUMP) Ordinance.

MISCELLANEOUS
1. The company secretary of the Company is Mr. Chang Chi Wai Stanley, who is a member of The Hong Kong Institute of Certified Public Accountants.
2. As at the Latest Practicable Date, there was no restriction affecting the remittance of profit or repatriation of capital of the Company into Hong Kong from outside Hong Kong.
3. The English text of this prospectus shall prevail over the respective Chinese text in the case of inconsistency.
DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours in any weekday (excluding Saturdays, Sundays and public holidays) at the office of the Company at Suites 2005-2006, 20/F, Tower 6 The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong for a period of 14 days from the date of this prospectus:

the memorandum and articles of association of the Company;

- III-12 -

APPENDIX III

GENERAL INFORMATION

the annual reports of the Company for the years ended 31 December 2017, 2018 and 2019;
the letter from the Board, the text of which is set out on pages 7 to 29 of this prospectus;
the letter issued by the reporting accountants regarding the unaudited pro forma financial information as set out in appendix II of this prospectus;
the written consent referred to in the paragraph headed "9. Expert and Consent" in this appendix;
the material contracts referred to in the paragraph headed "8. Material contracts" in this appendix;
the Circular; and
this Prospectus Document.

- III-13 -

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Teamway International Group Holdings Ltd. published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 11:03:22 UTC

Market Closed - Hong Kong S.E. Other stock markets 01:38:22 10/05/2024 pm IST			5-day change	1st Jan Change
0.115 ^HKD	0.00%		+1.77%	-39.47%

22/03	Teamway International Group Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	CI
11/03	Teamway International Loss Seen Widening By Up to 40% in 2023	MT

Teamway International Group Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	22/03	CI
Teamway International Loss Seen Widening By Up to 40% in 2023	11/03	MT
Teamway International Group Holdings Limited Provides Unaudited Earnings Guidance for the Year Ended 31 December 2023	08/03	CI
Teamway International's Capital Reduction to Take Effect on March 14	09/02	MT
Teamway International Proposes to Raise Up to HK$15.8 Million from Rights Issue	11/01	MT
Teamway International Group Holdings Limited Announces Management Changes	03/01	CI
Teamway International Group Holdings Limited Announces Executive Changes	01/11	CI
Teamway International Proposes Share Consolidation	16/23/16	MT
Teamway International Suspends Another Director	25/23/25	MT
Teamway International Group Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	30/23/30	CI
Teamway International Group Holdings Limited Appoints Zeng Wenyou as Executive Director	16/23/16	CI
Teamway International's Loss to Widen in H1	15/23/15	MT
Teamway International Group Holdings Limited Provides Unaudited Group Earnings Guidance for the Six Months Ended June 30, 2023	14/23/14	CI
Teamway International Group Holdings Limited Auditor Raises 'Going Concern' Doubt	28/23/28	CI
Teamway International to Raise HK$12 Million from Share Issue to 2 Investors	27/23/27	MT
Teamway International Group Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	24/23/24	CI
Teamway International Group Warns of Higher 2022 Loss	13/23/13	MT
Teamway International Group Holdings Limited Provides Group Earnings Guidance for the Year Ended 31 December 2022	10/23/10	CI
Teamway International Group Holdings Limited Announces Director Changes, Effective January 1, 2023	30/22/30	CI
Teamway International Group Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2022	26/22/26	CI
Teamway International Group Holdings Limited Provides Earnings Guidance for the Six Months Ended 30 June 2022	17/22/17	CI
Teamway International Group Holdings Limited Auditor Raises 'Going Concern' Doubt	28/22/28	CI
Teamway International Group Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2021	25/22/25	CI
Teamway International Group Holdings Limited Provides Earning Guidance for the Half Year Ended December 31, 2021	15/22/15	CI
Teamway International Group Holdings Limited Announces Change of Address of Head Office and Principal Place of Business in Hong Kong	31/21/31	CI

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Teamway International Group Holdings Limited

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