Top Spring International : Circular- Major Transaction in Relation to Possible Provision of Financial Assistance

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Top Spring International Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

TOP SPRING INTERNATIONAL HOLDINGS LIMITED

萊 蒙 國 際 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03688)

MAJOR TRANSACTION IN RELATION TO

POSSIBLE PROVISION OF FINANCIAL ASSISTANCE

Capitalised terms used in this cover page shall bear the same meanings as those defined in the section headed "Definitions" in this circular. A letter from the Board is set out on pages 6 to 18 of this circular. A notice convening the EGM to be held at 17th Floor, Leighton, 77 Leighton Road, Causeway Bay, Hong Kong on Monday, 28 June 2021 at 10:00 a.m. or any adjournment of such meeting is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed on it and return it to 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, as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment of such meeting should you so wish and, in such event, the proxy form previously submitted shall be deemed to be revoked.

8 June 2021

		CONTENTS
			Page
Definitions . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Agreements . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information on the Parties Involved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Shareholders' Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Possible Provision of Financial Assistance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Possible Financial Effects of the Disposals and
the Possible Financial Assistance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Reasons for and Benefits of the Disposals and
the Possible Financial Assistance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Recommendation .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix I	-	Financial Information of the Group . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	Valuation Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of EGM .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

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

"Agreements"	the Great Billion Agreement and the Wealth Channel
	Agreement
"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"Bonus Issue"	the issue of the bonus Shares to the Shareholders whose
	names appeared on the register of members of the
	Company on 24 May 2013, on the basis of two new
	Shares for every five Shares held, with an option to elect
	to receive the PCSs in lieu of all or part of their
	entitlements to such bonus Shares
"Company"	Top Spring International Holdings Limited 萊蒙國際集團
	有限公司, a company incorporated under the laws of the
	Cayman Islands with limited liability and the Shares of
	which are listed on the Main Board of the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Contemplated Bank Loans"	the contemplated loans from any banks or financial
	institutions to Great Billion and Wealth Channel and on
	the terms to be agreed by both the Seller and Purchasers
"Contemplated Company's	the contemplated guarantee provided by the Company
Guarantee"	and/or any of its subsidiary(ies) (as guarantor) for the
	Contemplated Bank Loans severally and in proportion to
	its shareholding interests in Great Billion and Wealth
	Channel
"Contemplated Shareholder's	the contemplated shareholder's loan owed by Great
Loan by the Seller"	Billion and Wealth Channel to the Seller, which is
	approximately 50% of the Contemplated Shareholders'
	Loans
"Contemplated Shareholders'	the contemplated shareholders' loans owed by Great
Loans"	Billion and Wealth Channel to the Seller and the
	Purchasers in aggregate
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules

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	DEFINITIONS
"Director(s)"	director(s) of the Company
"Disposals"	the Great Billion Disposal and the Wealth Channel
	Disposal
"EGM"	the extraordinary general meeting to be convened by the
	Company and held at 17th Floor, Leighton, 77 Leighton
	Road, Causeway Bay, Hong Kong on Monday, 28 June
	2021 at 10:00 a.m. for the purpose of, if thought fit,
	approving the Possible Financial Assistance, the notice of
	which is set out on pages EGM-1 to EGM-3 of this
	circular, and any adjournment of such meeting
"Existing Bank Loan"	the existing loan owed by Great Billion to Hang Seng
	Bank Limited, the total amount of which is approximately
	HK$88.1 million as at 31 March 2021
"Great Billion"	Great Billion Corporation Limited, a company
	incorporated under the laws of Hong Kong with limited
	liability and an indirect wholly-owned subsidiary of the
	Company prior to the Great Billion Completion
"Great Billion Agreement"	the sale and purchase agreement dated 5 May 2021
	entered into among the Seller, the Purchaser A and the
	Company in relation to the Great Billion Disposal
"Great Billion Completion"	completion of the Great Billion Disposal
"Great Billion Disposal"	the proposed disposal of the Great Billion Sale Share and
	the assignment of the Great Billion Sale Loan by the
	Seller to the Purchaser A pursuant to the Great Billion
	Agreement
"Great Billion Sale Loan"	50% of the Great Billion Shareholder's Loan
"Great Billion Sale Share"	one issued ordinary share representing 50% of the entire
	issued share capital of Great Billion upon the Great
	Billion Completion
"Great Billion Shareholder's	the shareholder's loan(s) owed by Great Billion to the
Loan"	Seller
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

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	DEFINITIONS
"HKFRS"	Hong Kong Financial Reporting Standards
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"KPL"	Kerry Properties Limited, an exempted company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the Main Board of the Stock
	Exchange with stock code 683
"Latest Practicable Date"	7 June 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Long Stop Date"	23 July 2021
"Lot A"	the land lot in Shap Pat Heung Road, Yuen Long, New
	Territories with total gross floor area of approximately
	245,032 square feet
"Lot A Land Exchange	the application submitted to the District Lands Office,
Application"	Yuen Long in relation to the proposed land exchange for
	private residential development of Lot A
"Lot B"	the land lot in Tai Tong Road, Yuen Long, New Territories
	with total gross floor area of approximately 36,415 square
	feet
"Lot B Land Exchange	the application submitted to the District Lands Office,
Application"	Yuen Long in relation to the proposed land exchange for
	private residential development of Lot B
"PCSs"	the bonus perpetual subordinated convertible securities
	issued by the Company pursuant to the Bonus Issue
"percentage ratios"	has the meaning ascribed to it under the Listing Rules
"Possible Financial Assistance"	any financial assistance, up to a total amount of not more
	than HK$1,640 million, that might be provided by the
	Group to Great Billion and Wealth Channel for the
	purpose of development of the Properties, comprising the
	Contemplated Company's Guarantee and the Contemplated
	Shareholder's Loans

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