Tomson Group Limited — Proxy Solicitation & Information Statement 2017

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tomson Group Limited , you should at once hand this circular to the purchaser or the transferee, or to the bank, licensed securities dealer or other agent through whom the sale or the 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.

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TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

MAJOR TRANSACTION

DISPOSAL OF 100% EQUITY INTEREST IN TIANJIN TOMSON

26 July 2017

CONTENTS

DEFINITIONS

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

“Board” the board of Directors “Business Day(s)” a day other than: (i) a Saturday or Sunday; or (ii) a public holiday in Hong Kong or the PRC; or (iii) a day on which banking institutions in Hong Kong or the PRC are permitted or required to be closed

• “Closing” the closing of the Disposal

• “Closing Date” has the meaning ascribed to it under the paragraph headed “Closing Date and Closing”

• “Company” Tomson Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the main board of the Stock Exchange

• “Deposit” has the meaning ascribed to it under the paragraph headed “Consideration and payment”

• “Director(s)” the director(s) of the Company “Disposal” the disposal of 100% equity interest in Tianjin Tomson by the Vendor to the Purchaser as contemplated by and pursuant to the Equity Transfer Agreement

• “Equity Transfer Agreement” the equity transfer agreement dated 30 June 2017 entered into between the Vendor and the Purchaser for the Disposal

• “Equity Transfer Consideration” has the meaning ascribed to it under the paragraph headed “Consideration and payment”

• “Existing Shareholder’s Loan” has the meaning ascribed to it under the paragraph headed “Disposal of Tianjin Tomson”

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars and cents respectively, the lawful currency of Hong Kong

• “HKFRS” Hong Kong Financial Reporting Standards “Hong Kong” the Hong Kong Special Administrative Region of the PRC

1

DEFINITIONS

“Jinwan Real Estate” Tianjin Jinwan Real Estate Development Co., Limited (天津津灣房 產建設有限公司), a limited liability company established in the PRC and an indirectly 75%-owned subsidiary of the Company “Latest Practicable Date” 21 July 2017, being the latest practicable date for ascertaining certain information contained in this circular prior to its publication “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan “PRC Authority” Market and Quality Supervision Administration Bureau of Heping District, Tianjin (天津市和平區市場和質量監督管理局) “Project” has the meaning ascribed to it under the section headed “Information on Tianjin Tomson, Jinwan Real Estate and the Project” “Purchaser” Tianjin Zhaosheng Property Development Co., Limited (天津招勝房 地產有限公司), a limited liability company established in the PRC “Purchaser’s Funds” has the meaning ascribed to it under the paragraph headed “Disposal of Tianjin Tomson” “Remaining Payment” has the meaning ascribed to it under the paragraph headed “Consideration and payment” “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Share(s)” share(s) of par value of HK$0.50 each in the issued share capital of the Company “Shareholder(s)” the holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Tianjin Financial City Company” Tianjin Financial City Development Co., Limited (天津金融城開發 有限公司), a state-owned enterprise established in the PRC

2

DEFINITIONS

“Tianjin Tomson” Tianjin Tomson Development Co., Limited (天津湯臣建設有限公 司), a limited liability company established in the PRC and an indirectly wholly-owned subsidiary of the Company “Vendor” Shanghai Tomson Real Estate Investment & Development Co., Ltd. (上海湯臣房地產開發有限公司), a limited liability company established in the PRC, an indirectly wholly-owned subsidiary of the Company and holding 100% equity interest in Tianjin Tomson as at the Latest Practicable Date “%” per cent.

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LETTER FROM THE BOARD

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TOMSON GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 258)

Executive Directors: Registered Office: Hsu Feng (Chairman and Managing Director) P.O. Box 309 Albert Tong (Vice-Chairman) Ugland House Tong Chi Kar Charles (Vice-Chairman) Grand Cayman Yeung Kam Hoi KY1-1104 Cayman Islands

Independent Non-executive Directors: Cheung Siu Ping, Oscar Principal Place of Business in Hong Kong: Lee Chan Fai Rooms 1501-2 and 1507-12 Sean S J Wang 15th Floor, Wing On Centre 111 Connaught Road Central Hong Kong

26 July 2017

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION

DISPOSAL OF 100% EQUITY INTEREST IN TIANJIN TOMSON

INTRODUCTION

Reference is made to an announcement of the Company dated 30 June 2017 in relation to the disposal of 100% equity interest in Tianjin Tomson by the Vendor to the Purchaser.

On 30 June 2017, the Vendor, an indirectly wholly-owned subsidiary of the Company, as the vendor, and the Purchaser, as the purchaser, entered into the Equity Transfer Agreement. Pursuant to such agreement, the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, 100% equity interest in Tianjin Tomson at a cash consideration of RMB2,015,620,000. Pursuant to the Equity Transfer Agreement, the Purchaser also agreed to provide funds in the amount of RMB344,380,000 to Tianjin Tomson for Tianjin Tomson to repay the loan of an equivalent amount owing from it to the Vendor. Upon completion of the Disposal, the Company will not hold any equity interest in Tianjin Tomson, and Tianjin Tomson will cease to be a subsidiary of the Company under the Listing Rules.

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LETTER FROM THE BOARD

As the highest applicable percentage ratio for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules, and therefore the Disposal is subject to Shareholders’ approval.

So far as the Directors are aware and after making reasonable enquiries, no Shareholder has any material interest in the Equity Transfer Agreement and none of the Shareholders is required to abstain from voting if the Company convenes a general meeting for approving the transactions contemplated under the Equity Transfer Agreement. On 21 July 2017, written approval of the Disposal has been obtained from a closely allied group of Shareholders who together beneficially hold more than 50% of the voting rights at general meetings of the Company and their written approval can be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules.

The purpose of this circular is to provide the Shareholders with further information of the Disposal.

THE EQUITY TRANSFER AGREEMENT

The major terms of the Equity Transfer Agreement are set out as follows:

Date

30 June 2017

Parties

Vendor: Shanghai Tomson Real Estate Investment & Development Co., Ltd.

Purchaser: Tianjin Zhaosheng Property Development Co., Limited

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

Disposal of Tianjin Tomson

The Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, 100% equity interest in Tianjin Tomson. The Purchaser also agreed to provide the funds in the amount of RMB344,380,000 (the “ Purchaser’s Funds ”) to Tianjin Tomson for Tianjin Tomson to repay the loan of an equivalent amount owing from it to the Vendor (the “ Existing Shareholder’s Loan ”).

Upon completion of the Disposal, the Company will not hold any equity interest in Tianjin Tomson, and Tianjin Tomson will cease to be a subsidiary of the Company under the Listing Rules.

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LETTER FROM THE BOARD

Consideration and payment

The consideration payable by the Purchaser to the Vendor for the Disposal shall be RMB2,015,620,000 (the “ Equity Transfer Consideration ”).

The Purchaser shall pay the Equity Transfer Consideration to the Vendor according to the following schedule:

• (i) On the execution date of the Equity Transfer Agreement, the Purchaser has made a payment of RMB835,620,000 to the Vendor, comprising RMB403,124,000 as a deposit (the “ Deposit ”) and RMB432,496,000 as the first instalment of the Equity Transfer Consideration. On the Closing Date, the Deposit shall be counted towards part of the Equity Transfer Consideration automatically;

• (ii) On the Closing Date, after the Vendor and the Purchaser have submitted the relevant documentation for the registration of changes in equity interest in and management of Tianjin Tomson to the PRC Authority and the PRC Authority has accepted such documentation for processing, the Purchaser shall:

• (a) make a payment of RMB1,062,000,000 by commercial acceptance bills provided by an onshore PRC bank accepted by the Vendor and which must be legally enforceable and valid for six months from the Closing Date as the second instalment of the Equity Transfer Consideration;

• (b) make a payment of RMB118,000,000 into an escrow bank account to be opened in the name of the Vendor and jointly administered by the Vendor and the Purchaser in accordance with the terms of the Equity Transfer Agreement (the “ Remaining Payment ”); and

• (iii) Within two Business Days from the completion and finalization of the computation of the construction costs of the Project, the Remaining Payment shall be released to the Vendor (after deducting the relevant portion in accordance with the terms stipulated in the Equity Transfer Agreement in the event where the actual construction costs of the Project exceeds the initially projected construction costs of the Project) in accordance with the terms of the Equity Transfer Agreement.

Further, the Purchaser has also provided the Purchaser’s Funds to Tianjin Tomson on the execution date of the Equity Transfer Agreement for Tianjin Tomson to repay the Existing Shareholder’s Loan before the Closing Date.

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LETTER FROM THE BOARD

Price adjustment mechanism

The Equity Transfer Consideration shall not be adjusted or deducted as a result of the normal operation of Tianjin Tomson and/or Jinwan Real Estate for the period from 31 March 2017 to the Closing Date, and any adjustments to assets and liabilities arising from the repayment of the Existing Shareholder’s Loan by the Purchaser’s Funds provided to Tianjin Tomson by the Purchaser in accordance with the terms of the Equity Transfer Agreement. However, if prior to the Closing Date, the Purchaser discovers any liability attributable to any undisclosed irregular operation of Tianjin Tomson and/or Jinwan Real Estate, the Equity Transfer Consideration shall be adjusted in accordance with the actual circumstances relating to the aforesaid liability and in proportion to the equity interest directly held by the Vendor in Tianjin Tomson (i.e. 100%) and indirectly held by the Vendor in Jinwan Real Estate (i.e. 75%).

Basis of the consideration

The Equity Transfer Consideration was determined after arms’ length negotiations between the Vendor and the Purchaser with reference to various factors, including but not limited to the amount of investment in the registered capital of Tianjin Tomson by the Vendor, the amount of investment in the registered capital of Jinwan Real Estate by Tianjin Tomson and the assets and liabilities of Tianjin Tomson and Jinwan Real Estate as at 31 March 2017.

Closing conditions

Closing of the Disposal is subject to the fulfilment (or waiver, if applicable) of a series of closing conditions, including but not limited to:

• (i) the written shareholders’ approval to approve the Disposal having been obtained from the Shareholders, who together hold more than 50% of the voting rights at the general meeting of the Company; and

• (ii) Jinwan Real Estate not having received any written document issued by the Tianjin Land Resources and Housing Management Bureau (天津市國土資源和房屋管理局) requiring Jinwan Real Estate to pay liquidated damages for the delayed commencement and completion of the Project.

The Vendor shall use its commercially reasonable efforts to procure the fulfilment of the closing condition (i) above prior to the forty-fifth day after the signing of the Equity Transfer Agreement (or any later date as agreed by both parties). The Purchaser may waive the closing condition (ii) above at its own discretion. However, the closing condition (i) above shall not be waived.

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LETTER FROM THE BOARD

Closing Date and Closing

On the fifth Business Day after the closing condition (i) above has been fulfilled and provided that the closing condition (ii) above has been fulfilled or waived by the Purchaser, the Purchaser and the Vendor shall jointly submit the relevant documentation for the registration of changes in equity interest in and management of Tianjin Tomson to the PRC Authority. The date on which such submission has been officially accepted by the PRC Authority shall be the date of Closing (the “ Closing Date ”).

Closing shall take place at the office of Tianjin Tomson at 10:00 a.m. (Beijing time) or any other time as agreed by both parties on the Closing Date. The Group will not have any projects in Tianjin, the PRC, after Closing. Following Closing, the Group will continue to engage in its existing business, being property development and investment, hospitality and leisure business, securities trading, trading of PVC pipes and fitting as well as operation of and investment in media and entertainment business.

Guarantees provided by the Company

In connection with the Equity Transfer Agreement, the Company has agreed to: (i) guarantee the payment obligations of the Vendor with respect to the refunds payable to the Purchaser upon termination of the Equity Transfer Agreement; and (ii) guarantee the Vendor’s obligations to indemnify the Purchaser in respect of income taxes payable by Tianjin Tomson.

FINANCIAL EFFECTS TO THE GROUP ARISING FROM THE DISPOSAL

Upon completion of the Disposal, Tianjin Tomson and Jinwan Real Estate will cease to be subsidiaries of the Company and their financial results will be deconsolidated from the financial statements of the Group.

Based on the financial information of the Group as at 31 May 2017, assuming that Closing took place on 31 May 2017, as a result of the Disposal: (i) the total assets of the Group would have decreased by HK$841.41 million; (ii) the total liabilities of the Group would have decreased by HK$488.43 million; (iii) the non-controlling interest of the Group would have decreased by HK$720.10 million; and (iv) the equity attributable to owners of the Company would have increased by HK$367.12 million.

There will not be any adverse material change in the earnings of the Group as a result of the Disposal as Tianjin Tomson and Jinwan Real Estate have recorded a loss to the Group for the year ended 31 December 2016.

INFORMATION ON THE GROUP

The Group is principally engaged in property development and investment, hospitality and leisure business, securities trading, trading of PVC pipes and fitting as well as operation of and investment in media and entertainment business.

The Vendor, an indirectly wholly-owned subsidiary of the Company, is principally engaged in property development and investment holding.

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LETTER FROM THE BOARD

INFORMATION ON THE PURCHASER

The Purchaser is a limited liability company established in the PRC and it is principally engaged in the development, management, leasing and sale of properties, real estate agency, leasing of furniture and electronic appliances, telecommunication services, hotel management, catering services, and wholesale and retail of daily necessities and prepackaged food.

The direct shareholder of the Purchaser is China Merchants Shekou Industrial Zone Holdings Co., Ltd. (招商局蛇口工業區控股股份有限公司), a limited liability company established in the PRC whose shares are listed on the Shenzhen Stock Exchange (stock code: 001979), the controlling shareholder of which is China Merchants Group Limited (招商局集團有限公司), a state-owned conglomerate under direct supervision of State-owned Assets Supervision and Administration Commission of the State Council of the PRC.

INFORMATION ON TIANJIN TOMSON, JINWAN REAL ESTATE AND THE PROJECT

Tianjin Tomson, an indirectly wholly-owned subsidiary of the Company, is a limited liability company established in the PRC on 27 April 2010 and its sole business is holding the equity interest in Jinwan Real Estate.

Jinwan Real Estate is an equity joint venture established in the PRC on 11 June 2010. As at the Latest Practicable Date, Jinwan Real Estate was owned as to 75% by Tianjin Tomson and 25% by Tianjin Financial City Company.

Jinwan Real Estate is the developer of a composite real estate project, which is located in Phase 2 of Jinwan Plaza, Heping District, Tianjin, the PRC and named as “Blocks 7 and 8”, or “Tomson Riviera Tianjin” for the residential portion and “One Mall” for the commercial portion (collectively the “ Project ”) and the unsold gross floor area of the Project are the major assets of Jinwan Real Estate.

As at 31 December 2016, the audited consolidated net assets value of Tianjin Tomson was HK$1,957.31 million in accordance with HKFRS. According to the valuation certificate of the Project prepared by an independent professional property valuer, DTZ Cushman & Wakefield Limited, as set out in Appendix II to this circular, the appraised value of the Project in existing state as at 31 May 2017 was RMB3,027,600,000 of which 75% interests were attributable to Tianjin Tomson, i.e. RMB2,270,700,000.

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LETTER FROM THE BOARD

The table below sets out the audited net consolidated results of Tianjin Tomson, prepared in accordance with HKFRS, for the two financial years ended 31 December 2015 and 2016:

For the financial year ended For the financial year ended 31 December 2015 31 December 2016 HK$ HK$ Net profit (loss) 23,291,000 (54,862,000)

The Company is expected to record a gain of HK$507.22 million from the Disposal and such gain is calculated by deducting the net asset value of Tianjin Tomson, being the subject of the Disposal, as at 31 May 2017 and relevant transaction costs (including but not limited to professional fees) from the Equity Transfer Consideration, before any adjustments in accordance with the terms of the Equity Transfer Agreement and before tax.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Disposal will enable the Group to realize the investment potential of the underlying assets of Jinwan Real Estate at a time when property and financial markets worldwide continue to experience volatile and challenging conditions. The Disposal will further strengthen the cash flow and financial position of the Group.

The Company intends to use such proceeds for general working capital purposes and any future investment opportunities as and when such opportunities are identified.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Equity Transfer Agreement and the transaction contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As the highest applicable percentage ratio for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules, and therefore the Disposal is subject to Shareholders’ approval.

So far as the Directors are aware and after making reasonable enquiries, no Shareholder has any material interest in the Equity Transfer Agreement and none of the Shareholders is required to abstain from voting if the Company convenes a general meeting for approving the transactions contemplated under the Equity Transfer Agreement. On 21 July 2017, written approval of the Disposal has been obtained from the following Shareholders who together beneficially hold an aggregate of 1,070,035,348 Shares, representing 56.748% interest in the total issued share capital of the Company giving the right to attend and vote at general meetings of the Company:

• (i) Madam Hsu Feng (“ Madam Hsu ”), Mr Albert Tong (who is a son of Madam Hsu) and Mr Tong Chi Kar Charles (who is a son of Madam Hsu), who together beneficially hold an aggregate of 1,070,035,348 Shares, representing 56.748% interest in the total issued share capital of the Company as at the Latest Practicable Date;

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LETTER FROM THE BOARD

• (ii) amongst the aforesaid interests, King China Holdings Limited, which is wholly owned by Madam Hsu, holds 222,829,955 Shares, representing 11.818% interest in the total issued share capital of the Company as at the Latest Practicable Date; and

• (iii) amongst the aforesaid interests, E-Shares Investments Limited, which is wholly owned by Madam Hsu, holds 159,560,331 Shares, representing 8.462% interest in the total issued share capital of the Company as at the Latest Practicable Date.

As the above Shareholders form a closely allied group of Shareholders, their written approval can be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the view that the terms of the Equity Transfer Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, if a general meeting were to be convened for the approval of the transactions contemplated under the Equity Transfer Agreement, the Board would recommend the Shareholders to vote in favour of the resolutions to approve the transactions contemplated under the Equity Transfer Agreement at such general meeting.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By Order of the Board of TOMSON GROUP LIMITED Hsu Feng

Chairman and Managing Director

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FinAnciAl inFormAtion oF the Group

Appendix i

1. THREE-YEAR FINANCIAL INFORMATION

Financial information on the Group for each of the three years ended 31 December 2014, 2015 and 2016 is disclosed in the annual reports of the Company for the years ended 31 December 2014, 2015 and 2016 respectively, which are published on both the dedicated issuer website of The Hong Kong Exchanges and Clearing Limited at http://www.hkexnews.hk and the website of the Company at http://www.tomson.com.hk.

2. INDEBTEDNESS STATEMENT

Borrowings and Securities

As at the close of business on 31 May 2017, being the latest practicable date for the purpose of preparing this indebtedness statement, the Group had total borrowings of HK$1,592.60 million which were secured and unguaranteed.

The secured borrowings were secured by certain investment properties, properties held for sale and bank deposits of the Group as at 31 May 2017.

Contingent liabilities

The Group had no material contingent liabilities as at 31 May 2017.

Save as aforesaid and apart from intra-group liabilities, as at the close of business on 31 May 2017, none of the companies in the Group had any outstanding mortgages, charges, debentures, debt securities, loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, hire purchase commitments, liabilities under acceptances or acceptance credits, guarantees or other material contingent liabilities.

The Directors have confirmed that there has been no material change in the indebtedness and contingent liabilities of the Group since 31 May 2017 up to the Latest Practicable Date.

3. FINANCIAL AND TRADING PROSPECT OF THE GROUP

The Group is principally engaged in property development and investment, hospitality and leisure business, securities trading, trading of PVC pipes and fitting as well as operation of and investment in media and entertainment business. Property development and investment was and will continue to be the principal source of revenue and profit of the Group.

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FinAnciAl inFormAtion oF the Group

Appendix i

It is anticipated that the tight regulatory measures imposed by both the local and central government in the PRC to cool down the property market will not be relaxed in the near term. Despite such controls, the Board believes that the property market will remain an important pillar industry in the PRC in the foreseeable future. The Group has built up its reputation as a developer of high-end residential properties in the PRC and it sees potential for growth in the demand for properties catering to a high-income middle class and high net worth individuals. The investment in Jinqiao-Zhangjiang project in Pudong New Area, Shanghai is intended to capitalize on this trend. Other investments of the Group in Shanghai such as Tomson Riviera, Tomson Commercial Building and Tomson International Trade Building will continue to contribute a steady rental income. It is currently expected that Tomson Riviera in Shanghai and One Penha Hill in Macau Special Administrative Region of the PRC will be the principal source of profit of the Group in 2017 and 2018.

After completion of the Disposal, the Group intends to retain the proceeds for general working capital purposes and any future investment opportunities as and when such opportunities are identified. The Board expects the Group’s financial position to remain solid for at least twelve months from the date of publication of this circular in the absence of unforeseeable circumstances.

4. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the existing cash and bank balances, banking facilities and other internal resources presently available to the Group, and the effect of the Disposal, the Group will have sufficient working capital for its present requirements and for at least the next twelve months from the date of publication of this circular in the absence of unforeseeable circumstances.

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VAluAtion report of the project

Appendix ii

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from DTZ Cushman & Wakefield Limited, an independent property valuer, in connection with its opinion of market value in existing state of the Project held by Jinwan Real Estate in the PRC as at 31 May 2017.

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16/F Jardine House 1 Connaught Place Central Hong Kong

26 July 2017

The Directors Tomson Group Limited Rooms 1501-2 and 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong

Dear Sirs,

• Re: Part of Tomson Riviera Tianjin, One Mall and part of underground car parking spaces, Nos. 8, 10 Chifeng Road and Nos. 9, 15, 17 Hejiang Road, Heping District, Tianjin, the People’s Republic of China (the “Property”)

Instructions, Purpose & Valuation Date

In accordance with the instructions from Tomson Group Limited (the “ Company ”) for us to prepare a market valuation of the Property, held by Tianjin Jinwan Real Estate Development Co., Limited (天津津灣房產建設有限公司) which is an indirectly 75%-owned subsidiary of the Company, in the People’s Republic of China (the “ PRC ”); we confirm that we have carried out inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value in existing state of the Property as at 31 May 2017 (the “ valuation date ”).

Definition of Market Value

Our valuation of the Property represents its Market Value. The definition of Market Value adopted in The HKIS Valuation Standards 2012 Edition follows the International Valuation Standards published by the International Valuation Standards Council (“ IVSC ”). Market Value is defined by the IVSC as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing where the parties had each acted knowledgeably, prudently and without compulsion”.

Valuation Basis & Assumptions

Our valuation of the Property excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

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VAluAtion report of the project

Appendix ii

In the course of our valuation of the Property held in the PRC, with reference to the PRC legal opinion of the legal adviser, Winners Law Firm, Tianjin (天津金諾律師事務所), we have prepared our valuation on the basis that transferable land use rights in respect of the Property has been granted and that any premium payable has already been fully paid. We have relied on the information and advice given by the Company and the PRC legal opinion of the Company’s legal adviser, dated 19 July 2017, regarding the titles to the Property and the interests in the Property. In valuing the Property, we have prepared our valuation on the basis that the owner has enforceable title to the Property and has free and uninterrupted rights to use, occupy or assign the Property for the whole of the unexpired terms as granted.

In respect of the Property situated in the PRC, the status of titles and grant of major certificates, approvals and licences, in accordance with the information provided by the Company, are set out in the notes in the valuation certificate.

No allowance has been made in our valuation for any charges, pledges or amounts owing on the Property nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is valued on the basis that the Property is free from encumbrances, restrictions and outgoings of any onerous nature which could affect its value.

Method of Valuation

In valuing the Property, we have adopted the Direct Comparison Approach assuming sale of the Property in its existing state with the benefit of immediate vacant possession and by making reference to comparable sales evidence as available in the relevant market, or where appropriate, we have also valued the Property by Investment Approach by capitalizing the rental derived from the existing tenancies with due provision for the reversionary rental potential of the Property.

In valuing the Property, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards 2012 Edition published by the Hong Kong Institutes of Surveyors.

Source of Information

We have been provided by the Company with extracts of documents in relation to the titles to the Property. However, we have not inspected the original documents to ascertain any amendments which may not appear on the copies handed to us.

In the course of our valuation, we have relied to a considerable extent on the information given by the Company in respect of the Property in the PRC and have accepted advice on such matters as planning approvals or statutory notices, easements, tenure, identification of Property, particulars of occupancy, tenancy details, site and floor areas and all other relevant matters.

Dimensions, measurements and areas included in the valuation certificate are based on the information provided to us and are therefore only approximations. We have no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We were also advised by the Company that no material facts have been omitted from the information provided.

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VAluAtion report of the project

Appendix ii

We would point out that the copies of documents provided to us are mainly compiled in Chinese and the transliteration into English represents our understanding of the contents. We would therefore advise the Company to make reference to the original Chinese edition of the documents and consult your legal adviser regarding the legality and interpretation of these documents.

Title Investigation

We have been provided with copies of documents in relation to the current titles to the Property. However, we have not been able to conduct searches to verify the ownership of the Property or to ascertain any amendment which may not appear on the copies handed to us. We are also unable to ascertain the titles of the Property in the PRC and we have therefore relied on the advice given by the PRC legal adviser and the Company.

Site Inspection

Our Tianjin Office valuer, Robert Liang (a Registered China Real Estate Appraiser), has inspected the exterior and, wherever possible, the interior of the Property in June 2017. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are, however, not able to report whether the Property is free of rot, infestation or any other structural defects. No test was carried out on any of the services.

Unless otherwise stated, we have not carried out on-site measurements to verify the site and floor areas of the Property and we have assumed that the areas shown on the copies of the documents handed to us are correct.

Currency

Unless otherwise stated, all monetary amounts indicated herein our valuation are in Renminbi (“ RMB ”) which is the official currency of the PRC.

We attach herewith a valuation certificate.

Yours faithfully, For and on behalf of

DTZ Cushman & Wakefield Limited

Philip C Y Tsang

Registered Professional Surveyor (General Practice) Registered China Real Estate Appraiser MSc, MHKIS Director

Note: Mr. Philip C Y Tsang is Registered Professional Surveyor who has over 24 years’ experience in the valuation of properties in the PRC.

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VAluAtion report of the project

Appendix ii

VALUATION CERTIFICATE

Property

Part of Tomson Riviera Tianjin, One Mall and part of underground car parking spaces, Nos. 8, 10 Chifeng Road and Nos. 9, 15, 17 Hejiang Road, Heping District, Tianjin, the PRC

Description and tenure

The Property is the unsold portion of the development of two high-rise buildings (the “ Development ”) of 25 and 57 stories respectively (including a 4-level podium) for residential and commercial purposes plus a 4-level car parking basement erected on a parcel of land with a site area of 23,923.70 sq m. The Development, which is known as Blocks 7 and 8, Phase 2 of Jinwan Plaza, was completed in 2015.

According to the information provided by the Company, of the Development, certain residential portion, namely Tomson Riviera Tianjin, and certain car park portion have been sold to various purchasers while the commercial portion, namely One Mall, remained unsold. Our scope of valuation comprises the remaining unsold portion of the Development.

Market value in existing state as at 31 May 2017

Particulars of occupancy

RMB3,027,600,000

As at the valuation RMB3,027,600,000 date, part of Level 5 above the commercial (75% interest podium, with a gross attributable to floor area of 2,531.46 the Company: sq m, was subject to a RMB2,270,700,000) tenancy for a term of 8 years due to expire in 2023 for health centre use.

The other portion of the Property was vacant.

According to the information provided, the total gross floor area of the Property is approximately 104,311.00 sq m with details as follows:

The Development is located at the junction of Jiefangbei Road and Chifeng Road, Heping District which is an urban area of Tianjin, the PRC. Developments nearby are commercial, office and residential developments. According to the Company, the Property is planned for commercial and residential uses; there is no environmental issues and litigation dispute; there is no plan to change the use of the Property.

The land use rights of the land have been granted for a term due to expire on 30 December 2048 for commercial use and 30 December 2078 for residential use respectively.

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VAluAtion report of the project

Appendix ii

Notes:

• (1) According to Real Estate Title Certificate No. 10151000067 dated 18 August 2010, the land use rights of the Development, having a total site area of 23,923.70 sq m, have been granted to Tianjin Jinwan Real Estate Development Co., Limited (天 津津灣房產建設有限公司), an indirectly 75%-owned subsidiary of the Company, for a term due to expire on 30 December 2048 for commercial use and 30 December 2078 for residential use respectively.

• (2) According to 198 Real Estate Title Certificates provided by the Company, the building ownership of the portion of Tomson Riviera Tianjin, having a total gross floor area of 147,397.93 sq m, have been vested in Tianjin Jinwan Real Estate Development Co., Limited (天津津灣房產建設有限公司). The Property is part of the said 198 Real Estate Title Certificates.

• (3) According to Business License dated 18 September 2016, Tianjin Jinwan Real Estate Development Co., Limited (天津津灣 房產建設有限公司) of United Society Credit Code No. 91120101556519828C was established on 11 June 2010 as a limited liability company with a registered capital of RMB2,442,500,000.

• (4) According to the PRC legal opinion prepared by the Company’s PRC legal adviser on the PRC law:

• (i) Tianjin Jinwan Real Estate Development Co., Limited (天津津灣房產建設有限公司) is legally established under the PRC law and held as to 75% by Tianjin Tomson Development Co., Limited (天津湯臣建設有限公司) and as to 25% by Tianjin Financial City Development Co., Limited (天津金融城開發有限公司);

• (ii) Tianjin Jinwan Real Estate Development Co., Limited (天津津灣房產建設有限公司) has obtained the land use rights of the Property;

• (iii) The Real Estate Title Certificates of the Property are legal and valid;

• (iv) Tianjin Jinwan Real Estate Development Co., Limited (天津津灣房產建設有限公司) is the registered owner of the Property. It enjoys the ownership of the Property, and has right to transfer, lease and pledge the Property; and

• (v) The land premium of the Property has been fully settled.

• (5) The status of the title and grant of major approvals and licence in accordance with the information provided by the Company and the opinion of the PRC legal adviser:

Real Estate Title Certificate Yes Business License Yes

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GenerAl informAtion

Appendix iii

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. INTERESTS AND SHORT POSITIONS OF DIRECTORS AND CHIEF EXECUTIVE IN SECURITIES

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were deemed or taken to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (“ Model Code ”), to be notified to the Company and the Stock Exchange were as follows:

(I) The Company:

Shares of HK$0.50 each

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GenerAl informAtion

Appendix iii

(II) The Company’s associated corporations:

• (1) China Boom Enterprises Limited (“China Boom”)

Shares of United States Dollar 1 each

(2) Tomson Entertainment Co. Limited (“Tomson Entertainment”)

Shares of New Taiwan Dollar 10 each

Notes:

• (A) Madam Hsu Feng (“ Madam Hsu ”) is the mother of Mr Albert Tong and Mr Tong Chi Kar Charles. As at the Latest Practicable Date, they, being considered to be persons acting in concert, were interested in an aggregate of 1,070,035,348 Shares, representing 56.74% interests in the number of issued shares of the Company, pursuant to the SFO.

• (B) These Shares were held by the relevant Directors in their capacities as beneficial owners.

• (C) The 382,390,286 Shares were beneficially held by the following Shareholders:

As Madam Hsu held the entire interests of King China Holdings Limited and E-Shares Investments Limited, she was deemed to be interested in these Shares pursuant to the SFO.

Madam Hsu and Mr Albert Tong are directors of King China Holdings Limited while both of them together with Mr Tong Chi Kar Charles are directors of E-Shares Investments Limited.

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GenerAl informAtion

Appendix iii

• (D) As at the Latest Practicable Date, the following companies, being wholly-owned subsidiaries of Rivera (Holdings) Limited (“ RHL ”, a listed company in Hong Kong), beneficially held an aggregate of 221,500,000 Shares:

Madam Hsu and Mr Albert Tong were directors of RHL. In addition, Madam Hsu, Mr Albert Tong and Mr Tong Chi Kar Charles were or were deemed to be substantial shareholders of RHL pursuant to the SFO.

• (E) Madam Hsu has entered into agreements with Mr Albert Tong and Mr Tong Chi Kar Charles, to sell to each of them 117,520,000 Shares, in an aggregate of 235,040,000 Shares, which have been pledged by Mr Albert Tong and Mr Tong Chi Kar Charles in favour of Madam Hsu as a security for their performance of the duties under the aforesaid agreements. Hence, Madam Hsu had a security interest in these Shares pursuant to the SFO.

Pursuant to the said agreements, each of Mr Albert Tong and Mr Tong Chi Kar Charles has undertaken to exercise their voting rights of the said Shares in accordance with the instructions of Madam Hsu.

• (F) On account of the agreements as mentioned in Note (E) above, Madam Hsu, Mr Albert Tong and Mr Tong Chi Kar Charles were considered to be persons acting in concert pursuant to the SFO. In this connection, in addition to those Shares transferred under the said agreements, as at the Latest Practicable Date, Madam Hsu was taken to be interested in a total of 252,890,022 Shares beneficially held by Mr Albert Tong and Mr Tong Chi Kar Charles.

• (G) On account of the agreements as mentioned in Note (E) above, Madam Hsu, Mr Albert Tong and Mr Tong Chi Kar Charles were considered to be persons acting in concert pursuant to the SFO.

In this connection, as at the Latest Practicable Date, Mr Albert Tong was not only interested in the 117,520,000 Shares transferred from Madam Hsu, but taken to be interested in a total of 824,241,125 Shares beneficially held by Madam Hsu and Mr Tong Chi Kar Charles.

Furthermore, as at the Latest Practicable Date, Mr Tong Chi Kar Charles was not only interested in the 117,520,000 Shares transferred from Madam Hsu, but taken to be interested in a total of 827,899,549 Shares beneficially held by Madam Hsu and Mr Albert Tong.

• (H) Madam Hsu held, in her capacity as a beneficial owner, a personal interest in 716,800 shares (being 56%) in the capital of China Boom while the Company held the balance of interest of 563,200 shares (being 44%) in the capital of China Boom through its wholly-owned subsidiary. Madam Hsu was deemed to control the exercise of more than one-third of voting power at general meetings of the Company, hence, she was also taken to be interested in those shares held by the Company. In conclusion, Madam Hsu was interested and deemed to be interested in 1,280,000 issued shares (being 100%) of China Boom pursuant to the SFO.

• (I) Madam Hsu held, in her capacity as a beneficial owner, a personal interest in 1,350,000 shares (being 54%) in the capital of Tomson Entertainment while the Company held an interest in 1,125,000 shares (being 45%) in the capital of Tomson Entertainment through its wholly-owned subsidiary. Madam Hsu was deemed to control the exercise of more than one-third of voting power at general meetings of the Company, hence, she was also taken to be interested in those shares held by the Company. In conclusion, Madam Hsu was interested and deemed to be interested in 2,475,000 issued shares (being 99%) of Tomson Entertainment pursuant to the SFO.

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GenerAl informAtion

Appendix iii

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company and their associates had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were deemed or taken to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company is a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group (excluding contracts to expire or which may be terminated by the employer within one year without payment of compensation (other than statutory compensation)).

4. LITIGATION

No member of the Group was engaged in any litigation or arbitration proceedings of material importance as at the Latest Practicable Date and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

5. OTHER INTERESTS OF DIRECTORS

(i) Competing business

Madam Hsu, Chairman of the Board and Managing Director, is a director and substantial shareholder of RHL. Mr Albert Tong and Mr Tong Chi Kar Charles, being Vice-Chairmen of the Board and executive Directors, are deemed to be substantial shareholders of RHL pursuant to the SFO. In addition, Mr Albert Tong is a director of RHL.

RHL is engaged in property development and investment in Shanghai, the PRC, in particular, in Zhangjiang Hi-Tech Park, Pudong New Area, through its subsidiaries and associated company. Property development and investment, with particular focus on Pudong New Area in Shanghai, the PRC, is one of the principal businesses of the Group. The business of RHL in the property sector in Shanghai (the “ Excluded Business ”) therefore may potentially compete with the Group’s business.

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Appendix iii

GenerAl informAtion

In this connection, Madam Hsu, Mr Albert Tong and Mr Tong Chi Kar Charles are considered to have interests in a business which may compete or is likely to compete, either directly or indirectly, with the business of the Group, other than that business where the Directors have been appointed or were appointed as directors to represent the interests of the Company and/ or the Group, pursuant to the Listing Rules. Nevertheless, RHL is a listed company in Hong Kong and the Excluded Business is managed by its independent management and administration. Besides, the Board is independent of the board of directors and management of RHL and the independent non-executive Directors will also be monitoring the operations of the Group. The Group is therefore capable of carrying on its business independently of, and at arm’s length from, the Excluded Business.

(ii) Directors’ interest in assets of the Group

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2016, being the date to which the latest published audited financial statements of the Group were made up.

(iii) Directors’ interest in contracts or arrangements

Save as disclosed above, as at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was significant in relation to the business of the Group taken as a whole.

6. EXPERT’S QUALIFICATION AND CONSENT

The following is the qualification of the expert who has given its opinion or advice which is contained in this circular:

Name

Qualification

DTZ Cushman & Wakefield Limited (“ C&W ”)

an independent professional property valuer

C&W has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter(s) and references to its name in the form and context in which it appears.

As at the Latest Practicable Date, C&W did not have any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2016, being the date to which the latest published audited financial statements of the Group were made up; and was not beneficially interested in the share capital of any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

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GenerAl informAtion

Appendix iii

7. GENERAL

• (a) The company secretary of the Company is Ms Lee Yuen Han, an associate of The Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators.

• (b) The registered office of the Company is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and the principal place of business in Hong Kong of the Company is at Rooms 1501-2 and 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong.

• (c) The share registrar and the transfer office of the Company in Hong Kong is Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (d) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

8. MATERIAL CONTRACTS

Other than the Equity Transfer Agreement, no material contracts have been entered into by any member of the Group within two years immediately preceding the Latest Practicable Date.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at Rooms 1501-2 and 1507-12, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong during normal business hours on any Business Days from the date of this circular up to and including 8 August 2017 which is 14 days from the date of this circular:

• (a) the Equity Transfer Agreement;

• (b) the memorandum and articles of association of the Company;

• (c) the annual reports of the Company for each of the two years ended 31 December 2015 and 2016;

• (d) the valuation report of the Project issued by C&W as set out in Appendix II to this circular;

• (e) the written consent of C&W as referred to in the paragraph headed “Expert’s Qualification and Consent” in this Appendix; and

• (f) this circular.

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