Top Spring International : Announcement - Appointment and Resignation of Directors and Change of Members of the Corporate Governance Committee

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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) APPOINTMENT AND RESIGNATION OF DIRECTORS AND CHANGE OF MEMBERS OF THE CORPORATE GOVERNANCE COMMITTEE

The Board wishes to announce that:

1. Mr YUAN has been appointed as an executive director of the Company with effect from 1 September 2017;

2. Mr CHIANG has tendered his resignation as a non-executive director of the Company and a member of the Corporate Governance Committee both with effect from 1 September 2017; and

3. Mr YIP has been appointed as a non-executive director of the Company and a member of the Corporate Governance Committee both with effect from 1 September 2017.

APPOINTMENT OF EXECUTIVE DIRECTOR

The board of directors (the "Board") of Top Spring International Holdings Limited (the "Company") is pleased to announce that Mr YUAN Zhi Wei ("Mr YUAN") has been appointed as an executive director of the Company with effect from 1 September 2017.

Mr YUAN, aged 31, joined the Company as the Assistant President since 16 March 2016. He joined Yunnan Metropolitan Construction Investment Co., Ltd.* ( 雲南省城市建設投 資集團有限公司 ) ("YMCI") in 2011, and has worked for a fund company under YMCI, the board office of YMCI and Caiyun International Investment Limited ( 彩 雲 國 際 投 資 有限公司 ) ("Caiyun"), a wholly-owned subsidiary of YMCI and a substantial shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")) of the Company. He is currently the deputy general manager of Caiyun. Mr YUAN has extensive management experience in the fields of fund

management, capital markets, real estate development, corporate governance and cultural tourism. Mr YUAN obtained a bachelor's degree in economics from the Faculty of Economics of Yunnan University ( 雲南大學 ) in July 2008 and a master's degree in economics from the Institute of Development Studies of Yunnan University* ( 雲南大學發展研究院 ) in July 2011.

Mr YUAN has entered into a service contract with the Company for a term of three years commencing from 1 September 2017. The service contract may be terminated in accordance with the provisions in the service contract by either party giving to the other party not less than three months' written notice. He is also subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the articles of association of the Company. Mr YUAN is entitled to receive a remuneration of HK$180,000 per month, share options and discretionary bonus as the Board shall determine. His emolument is determined by the Board based on the recommendation of the remuneration committee of the Company taking into account, among other factors, his qualifications and experience, responsibilities undertaken, contribution to the Company and the prevailing market level of remuneration for similar position.

As at the date of this announcement, Mr YUAN did not have any interests in the shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, Mr YUAN does not have any relationships with any directors, senior management or substantial or controlling shareholders (each as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no other information relating to Mr YUAN which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning the appointment of Mr YUAN as an executive director of the Company that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr YUAN as an executive director of the Company.

RESIGNATION OF NON-EXECUTIVE DIRECTOR

The Board announces that Mr CHIANG Kok Sung Lawrence ("Mr CHIANG") has tendered his resignation as (i) a non-executive director of the Company; and (ii) a member of the corporate governance committee of the Company (the "Corporate Governance Committee"), both with effect from 1 September 2017 due to his other business commitments.

Mr CHIANG has confirmed that he has no disagreement with the Board and there are no other matters that need to be brought to the attention of the Company's shareholders in relation to his resignation.

The Board would like to express its gratitude to Mr CHIANG for his invaluable contribution to the Company during the past years.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND MEMBER OF CORPORATE GOVERNANCE COMMITTEE

The Board is pleased to announce that Mr YIP Hoong Mun ("Mr YIP") has been appointed as

(i) a non-executive director of the Company; and (ii) a member of the Corporate Governance Committee, both with effect from 1 September 2017.

Mr YIP, aged 55, is the Group Chief Operating Officer of Metro Holdings Limited ("Metro Holdings", together with its subsidiaries, the "Metro Group"), a company listed on The Singapore Exchange Securities Trading Limited and a substantial shareholder (as defined in the Listing Rules) of the Company, and the Chief Executive Officer of Metro China Holdings Pte Ltd, a wholly-owned subsidiary of Metro Holdings, since February 2017.

Mr YIP has about 30 years of experience in executive and senior management roles in strategic planning, operations, hospitality, real estate investment and development. Prior to joining the Metro Group, he spent over 20 years with the CapitaLand Group ( 凱德集團 ), a Singapore based real estate group, and had served, for three years until December 2016, as the CapitaLand Group's Managing Director of Indonesia, responsible for building the group's presence in the market, including an ongoing integrated development in central Jakarta.

Mr YIP started his career with Indeco Engineers Pte Ltd, a Singapore based integrated facilities maintenance management company, and later joined BP South East Asia Ltd, an oil and gas company. Between 1994 and 2007, Mr YIP worked in various countries in the investment and operations functions of Liang Court Holdings ( 亮 閣 公 司 ) (prior to the forming of the CapitaLand Group in 2000) and The Ascott Group ( 雅 詩 閣 集 團 ), an international serviced residence owner-operator under the CapitaLand Group. He became the Managing Director, China of The Ascott Group in 2003, and was promoted to become the Chief Executive Officer, Asia Pacific and the Gulf Region of The Ascott Group in 2006. Between 2007 and 2013, Mr YIP was involved in property developments of the CapitaLand Group in the Gulf Region and later, in Vietnam. Throughout his career, Mr Yip has had numerous successes in opening new markets in China, Vietnam and Indonesia.

Mr Yip has a bachelor of civil engineering degree with first class honours from the National University of Singapore and a master's degree in business administration from Stanford University of the United States.

Mr YIP has entered into a letter of appointment with the Company for a term of three years commencing from 1 September 2017, which is terminable by either party by giving not less than three months' written notice. He is also subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the articles of association of the Company. Mr YIP is entitled to receive a remuneration of HK$25,300 per month, share options and discretionary bonus as the Board shall determine. His emolument is determined by the Board based on the recommendation of the remuneration committee of the Company taking into account, among other factors, his qualifications and experience, responsibilities undertaken, contribution to the Company and the prevailing market level of remuneration for similar position.

As at the date of this announcement, Mr YIP did not have any interests in the shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, Mr YIP does not have any relationships with any directors, senior management or substantial or controlling shareholders (each as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no other information relating to Mr YIP which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning the appointment of Mr YIP as a non-executive director of the Company that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr YIP as a non-executive director of the Company and a member of the Corporate Governance Committee.

By Order of the Board

Top Spring International Holdings Limited WONG Chun Hong

Chairman

Hong Kong, 1 September 2017

As at the date of this announcement, the executive directors of the Company are Mr WONG Chun Hong, Mr CHEN Feng Yang, Mr WANG Tian Ye and Mr YUAN Zhi Wei; the non- executive directors of the Company are Mr XU Lei and Mr YIP Hoong Mun; and the independent non-executive directors of the Company are Mr CHENG Yuk Wo, Professor WU Si Zong and Mr LEUNG Kwong Choi.

* For identification purposes only