Tempus : Announcements and Notices - Voluntary Announcement-convertible Loan Agreement

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TEMPUS HOLDINGS LIMITED

騰邦控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 6880)

VOLUNTARY ANNOUNCEMENT CONVERTIBLE LOAN AGREEMENT

THE LOAN AGREEMENT

The Board is pleased to announce that on 13 January 2017, the Lender, a wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower and the existing Shareholders of the Borrower, pursuant to which the Lender agreed to lend to the Borrower a term loan of one year in the principal amount of RMB25,000,000, and Mr. Mao, the controlling shareholder of the Borrower, has pledged 657,900 shares of the Borrower (representing 12.5% of the total share capital of the Borrower) held by him and given an unconditional and irrevocable guarantee in favour of the Lender to guarantee the due repayment of the Loan by the Borrower.

Pursuant to the Loan Agreement, the Lender is entitled (but has no obligation) to covert the whole (but not in part) of the Loan into equity interest of the Borrower upon the maturity date of the Loan by subscribing the New Equity Interest using the principal amount of the Loan of RMB25,000,000 by serving a notice of conversion to the Borrower during the Conversion Period. Assuming the conversion rights attached to the Loan is exercised by the Lender and upon completion of the subscription of the New Equity Interest, the Lender will hold 12.5% equity interest of the enlarged paid-up capital of the Borrower, immediately following completion of the subscription. Each of the existing shareholders of the Borrower has consented to the subscription of the New Equity Interest by the Lender and agreed to waive his/her/its pre-emptive right in respect of subscription of the New Equity Interest.

LISTING RULES IMPLICATIONS

As each of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan Agreement and the transactions contemplated thereunder is below 5%, the entering into the Loan Agreement between the Lender, Borrower and the existing Shareholders of the Borrower does not constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules and this announcement is made by the Company on a voluntary basis for the information of the Shareholders and potential investors.

THE LOAN AGREEMENT

Date: 13 January 2017

Lender: 騰 邦 豪 特 （ 深 圳 ） 大 健 康 產 業 有 限 公 司 (Tempus OTO (Shenzhen) Evergrande Health Industry Limited*), an indirect wholly-owned subsidiary of the Company

Borrower: 上海品智投資管理有限公司, a company in the PRC with

limited liability.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Borrower and is ultimate beneficial owners are independent third parties not connected with the Company and its connected person.

Principal Loan Amount:

RMB25,000,000

Drawdown Date: subject to the terms of this Agreement, means any date during the

period from date of the Loan Agreement to 20 January 2017

Maturity Date: the date falling on the 12 months from the Drawdown Date

Interest: interest shall be charged at the rate of 8% per annum and shall be paid on quarterly basis

Personal guarantee and pledge of share:

Mr. Mao, the controlling shareholder of the Borrower, has pledged 657,900 shares of the Borrower (representing 12.5% of the total share capital of the Borrower) held by him and given an unconditional and irrevocable personal guarantee in favour of the Lender to guarantee the due repayment of the Loan by the Borrower.

Rights to convert the Loan into equity interest of the Borrower:

The Lender is entitled (but has no obligation) to covert the whole (but not in part) of the Loan into equity interest of the Borrower upon the maturity date of the Loan by subscribing the New Equity Interest using the principal amount of the Loan of RMB25,000,000 by serving a notice of conversion to the Borrower during the Conversion Period. Assuming the conversion rights attached to the Loan is exercised by the Lender and upon completion of the subscription of the New Equity Interest, the Lender will hold 12.5% equity interest of the enlarged paid-up capital of the Borrower, immediately following

completion of the subscription.

Anti-dilution provision and other restrictions on the Borrower:

In the case of further increase in the share capital of the Borrower after the Maturity Date, the Lender has a pre-emptive right to subscribe the new shares of the Borrower up to 20% of the enlarged share capital of the Borrower after the completion of the subscription of the New Equity Interest. Any change, transfer or pledge of share capital, restructuring, liquidation, any activities that might have material adverse effect on the Loan Agreement or the operation or financial condition of the Borrower and dividend distribution are prohibited without a prior written consent by the Lender during the period from date of the Loan Agreement to the Maturity Date.

Use of proceeds: the Loan shall be used by the Borrower solely for its operation

FUNDING OF THE LOANS

The Loan will be funded by internal resources of the Group.

INFORMATION ON THE COMPANY, LENDER AND BORROWER

The Company

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

The Lender

The Lender is a company incorporated in the PRC and an indirect wholly-owned subsidiary of the Company. The Lender is principally engaged in sales of health and wellness products in PRC.

The Borrower

The Borrower is a limited liability company established in the PRC which is principally engaged in provision of continuing professional education and training for medical and healthcare practitioners in the PRC. Mr. Mao is the controlling shareholder of the Borrower and holds 56.05% equity interest of the Borrower as at the date of this announcement.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Borrower and its ultimate beneficial owner(s) are third parties independent of the Company and connected persons of the Company.

REASONS FOR ENTERING INTO THE LOAN AGREEMENT

The Borrower is the exclusive partner of NHFPC in the field of continuing professional education and training of medical and healthcare practitioners. The Borrower has great potential in its business growth by leveraging its unique resources in the field of continuing professional education and training of medical and healthcare practitioners. Entering into the Loan Agreement not only generates a fixed interest income, but also provides the Company an opportunity to share the growth of the Borrower and potentially generate synergy with the Company's existing business in the healthcare sector in PRC. The Board are therefore in the view that the subscription of the convertible Loan is in the interest of the Company and the shareholders of the company as a whole.

LISTING RULES IMPLICATIONS

As each of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Loan Agreement and the transactions contemplated thereunder is below 5%, the entering into of the Loan Agreement does not constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules and this announcement is made by the Company on a voluntary basis for the information of the Shareholders and potential investors.

DEFINITIONS

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

"Board" the board of Directors

"Borrower" 上海品智投資管理有限公司, a company incorporated in the PRC with limited liability and the borrower of the Loan, which is currently owned by the Existing Shareholders

"Company" Tempus Holdings Limited 騰邦控股有限公司, an exempt company incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Conversion Period" From date of the Loan Agreement to Maturity Date