Tempus : INSIDE INFORMATION LETTER OF INTENT IN RELATION TO THE PROPOSED DISPOSAL

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

TEMPUS HOLDINGS LIMITED

騰邦控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 06880)

INSIDE INFORMATION

LETTER OF INTENT IN RELATION TO THE PROPOSED DISPOSAL

This announcement is made pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) of Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

LETTER OF INTENT

The Board is pleased to announce that on 13 April 2021, the Company entered into the Letter of Intent with the Purchaser in relation to the Proposed Disposal. The Purchaser will be identified in the announcement to be published upon the Formal Agreement in respect of the Proposed Disposal being entered into.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquires, the Purchaser and its ultimate beneficial owners are Independent Third Parties.

The Proposed Disposal

The Company intends to dispose the Properties by disposing 100% shareholding interests in the Target Companies, which are the registered owners of the Properties. Other than holding the titles in the Properties, the Target Companies do not have any other business operation.

The Properties are located at 28th Floor, 29th Floor, rooftop and Carpark Spaces No. P12 and No. P22 on the 2nd Floor of No. 9 Des Voeux Road West, Hong Kong, which have been used by the Group for its business operations. The Properties shall be delivered at completion on an "as is" basis.

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Due Diligence

The Purchaser has the right to conduct due diligence review in relation to the Target Companies and its business operations, liabilities, assets, and the Properties, and/or other documents there related, and the Company shall provide all necessary assistance for the due diligence review and provide necessary files and information.

Consideration

The total consideration for the Proposed Disposal will be determined by the parties at arm's length negotiation during the preparation of the Formal Agreement. Upon signing of the Letter of Intent, the Purchaser will pay the Earnest Money within three business days. In the event that the Formal Agreement is entered into by the Company and the Purchaser, the Earnest Money shall be applied towards satisfying part of the consideration for the Proposed Disposal.

In the event that the parties fail to reach any Formal Agreement at the expiry of the Exclusivity Period, the Company shall return the Earnest Money in full within three business days without interest.

Exclusivity

Under the Letter of Intent, the Purchaser shall have the exclusive right to negotiate with the Company in relation to the Proposed Disposal during the Exclusivity Period, which may be extended upon mutual agreement.

It is agreed, inter alia, that during the Exclusivity Period, the Company shall not (i) express any intention to dispose of all or part of the Target Companies or the Properties to any third party or

1. enter into or be involved in any discussion or negotiation with any third party for the disposal of all or part of the Target Companies or the Properties.

In breach of the Exclusivity clause, the Purchaser has the right (but not obliged) to terminate the Letter of Intent. The Earnest Money shall be returned by the Company together with a compensation of HK$10,000,000 to the Purchaser within three business days from such termination.

Formal Agreement

If the Purchaser is satisfied with the results of its due diligence exercise, the parties shall negotiate with each other in good faith on the terms of the Formal Agreement including but not limited to the total consideration and payment terms.

Binding Effect

The Board wishes to emphasize that the Proposed Disposal is subject to, among other things, the signing of the Formal Agreement, the terms and conditions of which are yet to be agreed.

The Letter of Intent is not legally binding on the parties in respect of the consummation of the Proposed Disposal and/or the entering into of the Formal Agreement. Save for this, the Letter of Intent is legally binding on the parties in respect of the Earnest Money, Exclusivity, confidentiality and governing law and jurisdiction.

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REASONS FOR THE PROPOSED DISPOSAL

The Properties have been used by the Group for its business operations.

The Directors considered that the Proposed Disposal enables the Company to realise cash and unlock the value in the Properties at fair market value. The net proceeds to be received by the Company from the Proposed Disposal will enhance its cash position to reduce its overall business risk and to repay its current debts.

GENERAL

Information relating to the Company and the Target Companies

The Company is an investment holding company. The Group is principally engaged in sales of health and wellness products and trading business.

The Target Companies are companies incorporated in the British Virgin Islands and are indirectly wholly owned subsidiaries of the Company. The principal activity of the Target Companies are property investment.

Information relating to the Purchaser

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Purchaser is a company incorporated in British Virgin Islands with limited liability.

Listing Rules Implications

The Proposed Disposal, if materializes, may constitute a notifiable transaction on the part of the Company under the Listing Rules. Further announcements will be made by the Company regarding the Proposed Disposal under the Listing Rules.

As the Proposed Disposal may or may not be proceeded, the potential investors and Shareholders are advised to exercise caution when dealing in the Shares. Further announcement in respect of the Proposed Disposal will be made by the Company should any formal agreement be entered into as and when appropriate in accordance with the Listing Rules.

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DEFINITIONS

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

"Board"	the board of Directors
"Company"	Tempus Holdings Limited (stock code: 06880), a company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the main board of the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"Earnest Money"	the Purchaser will pay a sum of HK$25,000,000 as earnest money
	as contemplated under the Letter of Intent
"Exclusivity Period"	a two-month exclusivity period from the date of the Company's
	acceptance and countersigning of the Letter of Intent
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Independent Third Party(ies)"	individual(s) or company(ies) which is/are independent of and
	not connected with (within the meaning of the Listing Rules)
	any member of the Group, the Directors, chief executive and
	substantial shareholders of the Company and its subsidiaries and
	their respective associates
"Letter of Intent"	the letter of intent dated 13 April 2021 entered into among the
	Company and the Purchaser in relation to the Proposed Disposal
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Properties"	the properties located at 28th Floor, 29th Floor, rooftop and
	Carpark Spaces No. P12 and No. P22 on the 2nd Floor of No. 9
	Des Voeux Road West, Hong Kong
"Proposed Disposal"	the proposed disposal by the Company to the Purchaser as
	contemplated under the Letter of Intent subject to the entering
	into of the Formal Agreement
"Purchaser"	the purchaser of the Proposed Disposal, the identity of whom
	will be disclosed in a further announcement to be made by the
	Company in respect of the Proposed Disposal upon entering into
	of the Formal Agreement
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"Formal Agreement"	a formal sale and purchase agreement to be entered into between
	the Company and the Purchaser in relation to the Proposed
	Disposal
"Share(s)"	issued ordinary share(s) of the Company
"Shareholder(s)"	shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target Companies"	KK VII (BVI) Limited and KK VIII (BVI) Limited, the indirect
	wholly-owned subsidiaries of the Company

By Order of the Board

Tempus Holdings Limited

Zhong Baisheng

Chairman

Hong Kong, 14 April 2021

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

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