Times China : PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement is for information only and is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement is not an offer of securities for sale in the United States. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company and management, as well as financial statements. The Company does not intend to register any of the securities in the United States.

TIMES CHINA HOLDINGS LIMITED

時 代 中 國 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1233)

PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW

SHARES UNDER GENERAL MANDATE

Placing Agents

On 18 April 2019, the Company entered into the Agreement with the Placing Agents and the Vendor in respect of the Placing and the Subscription.

The Placing Agents have conditionally agreed to place, on a fully underwritten basis, a total of 108,000,000 existing Shares at the Placing Price of HK$14.54 per Share.

Pursuant to the Agreement, the Vendor has conditionally agreed to subscribe at the Placing Price for the same number of new Shares as the total number of Placing Shares that have been placed by the Placing Agents.

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Completion of the Subscription is conditional upon:

(1)completion of the Placing; and

(2)the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subscription Shares.

The net proceeds to be received by the Company from the Subscription, after deducting related fees and expenses, are estimated to be approximately HK$1,552.53 million.

On 18 April 2019, the Company entered into the Agreement with the Placing Agents and the Vendor. The principal terms of the Agreement are set out below.

AGREEMENT

Date

18 April 2019

Parties

(1)the Company;

(2)the Vendor; and

(3)the Placing Agents.

As at the date of this announcement, the Vendor holds 1,195,072,000 Shares, representing approximately 65.17% of the existing issued share capital of the Company.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Placing Agents is independent of and not connected with the Company or any of its connected persons.

PLACING

Number of Placing Shares

The Placing Agents have conditionally agreed to place, on a fully underwritten basis, a total of 108,000,000 existing Shares, representing approximately 5.89% of the issued share capital of the Company as at the date of this announcement and approximately 5.56% of the issued share capital as enlarged by the Subscription.

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Placing Price

The Placing Price is HK$14.54 per Share and represents:

i.a discount of approximately 9% to the closing price of HK$15.98 per Share as quoted on the Stock Exchange on 17 April 2019, the Last Trading Day; and

ii.a discount of approximately 9.30% to the average closing price of approximately HK$16.03 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including the Last Trading Day.

The Placing Price was determined after arm's length negotiations between the Company, the Vendor and the Placing Agents with reference to the prevailing market price of the Shares.

The Directors (including the independent non-executive Directors) consider that the Placing Price to be fair and reasonable under the current market conditions and is in the best interests of the Company and the Shareholders as a whole.

Rights

The Placing Shares will be sold free from all liens, charges and encumbrances, and together with all rights attaching to them as at the date of the Agreement, including the right to receive all dividends declared, made or paid on or after the date of the Agreement.

Independence of the Placing Agents and the Placees

It is expected that the Placing Shares will be placed by the Placing Agents to a total of not less than six independent professional, institutional and/or individual investors. It is not expected that any placee will become a substantial shareholder of the Company as a result of the Placing.

Each of the Placing Agents and the placees procured or to be procured by the Placing Agents are not connected persons of the Company.

Conditions of the Placing

Completion of the Placing is conditional upon the fulfilment of the following conditions:

(i)before completion of the Placing, there shall not have occurred:

(a)any material adverse change, or any development reasonably likely to involve a material adverse change, in the condition, financial or otherwise, or in the earnings, assets, business, operations or prospects of the Company, or the Group taken as a whole; or

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(b)any suspension or limitation of trading (i) in any of the Company's securities by the Stock Exchange (save and except for trading halt of not more than 1 day in relation to the Placing and Subscription), or (ii) generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock Exchange, the London Stock Exchange, the New York Stock Exchange or the Nasdaq National Market; or

(c)any outbreak or escalation of hostilities, act of terrorism, the declaration by Hong Kong, the Cayman Islands, the PRC, Japan, the Republic of Korea, the Democratic People's Republic of Korea, Singapore, the United States, the United Kingdom, any other member of the European Economic Area (EEA) or any other jurisdictions relevant to any member of the Group (together, the "Relevant Jurisdictions") of a national emergency or war or other calamity or crisis; or

(d)any material disruption in commercial banking or securities settlement or clearance services in any of the Relevant Jurisdictions and/or a general moratorium on commercial banking activities having been declared by the relevant authorities in any of the Relevant Jurisdictions; or

(e)any material adverse change or development involving a prospective material adverse change in or affecting the financial markets in any of the Relevant Jurisdictions or in international financial, political or economic conditions, currency exchange rates, exchange controls or taxation; or

(f)any new law or regulation or any change or development involving a prospective change in existing laws or regulations in any of the Relevant Jurisdictions which in the sole opinion of the Placing Agents has or is likely to have material adverse effect, on the condition, financial or otherwise, or in the earnings, assets, business, operations or prospects of the Company, or the Company and its subsidiaries taken as a whole or to the success of the Placing, or makes or is likely to make it impracticable or inadvisable or inexpedient to proceed therewith; or

(g)any event, or series of events beyond the reasonable control of the Placing Agents (including, without limitation, any calamity, act of government, strike, labour dispute, lock-out, fire, explosion, flooding, earthquake, civil commotion, economic sanctions, epidemic, pandemic, outbreak of infectious disease, outbreak or escalation of hostilities, act of terrorism and act of God) involving any of the Relevant Jurisdictions, or the declaration by any of the Relevant Jurisdictions of war or a state of emergency or calamity or crisis;

(ii)the representations and warranties made by any of the Company and the Vendor pursuant to the Agreement being true and accurate and not misleading as of the date of the Agreement and the Closing Date;

(iii)each of the Company and the Vendor having complied with all of the agreements and undertakings and satisfied all of the conditions on its part to be complied with or satisfied under the Agreement on or before the Closing Date; and

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(iv)the Placing Agents having received on the Closing Date an opinion of the U.S. counsel to the Placing Agents, to the effect that the offer and sale of the Placing Shares by the Placing Agents as set forth in the Agreement are not required to be registered under the U.S. Securities Act of 1933, as amended, and such other matters as the Placing Agents shall reasonably request, as the case may be, such opinion to be in form and substance reasonably satisfactory to the Placing Agents.

The Placing Agents in their sole discretion may waive any of the foregoing conditions, in whole or in part and with or without conditions, by notice to the Company and the Vendor.

In the event the Placing Agents terminate the Agreement, the obligations of parties under the Agreement will cease and determine and no party will have any claim against any other party save for any antecedent breach.

Completion of the Placing

The parties expect that the Placing will be completed on the Closing Date.

Undertakings by the Company

The Company undertakes to the Placing Agents, and the Vendor undertakes to the Placing Agents to procure, that for a period of 90 days from the Closing Date, the Company will not, except for the Subscription Shares and save pursuant to (1) the terms of any employee share option scheme of the Company as announced by the Company in accordance with the Listing Rules or (2) bonus or scrip dividend or similar arrangements which provide for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with its articles of association or (3) debt financing or the issue of bonds, rates, debentures or any similar arrangement of the Company:

(a)effect or arrange or procure placement of existing or new Shares or any other securities (in whatever form), allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Share(s) or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to Shares or interest in Shares; or

(b)agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (a) above; or

(c)announce any intention to enter into or effect any such transaction described in (a) or (b) above, unless with the prior written consent of the Placing Agents.

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