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no responsibility for the contents of this announcement, make no representation as to its accuracy or
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reliance upon the whole or any part of the contents of this announcement.
Tian Shan Development (Holding) Limited
天山發展（控股）有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2118)
ANNOUNCEMENT
(1) TERMINATION OF NON-DISPOSAL UNDERTAKING GIVEN IN RELATION
TO THE PROMISSORY NOTE ISSUED IN 2014
AND
(2) EARLY REDEMPTION OF THE PROMISSORY NOTE ISSUED IN 2014
Reference is made to the announcement of the Company dated 2 April 2014 in relation to, among others,
the issue of the redeemable fixed coupon promissory note of a principal amount US$30,000,000 at the
interest rate of 15% per annum.
The Company, Neway, Mr. Wu and the 2014 Noteholder agreed to terminate the 2014 Non-disposal
Undertaking with effect from 1 March 2016.
The Company, Mr. Wu, Neway and the 2014 Noteholder agreed that the entire outstanding principal
amount of the 2014 Note of US$20,000,000 and the accrued interest thereof in the total sum of
US$20,341,667 shall fully redeemed by the Company on 8 March 2016.
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TERMINATION OF NON-DISPOSAL UNDERTAKING GIVEN IN RELATION TO THE
PROMISSORY NOTE ISSUED IN 2014
Reference is made to the Company’s announcement dated 2 April 2014 (the “2014 Announcement”) in
relation to, among others, the issue of the redeemable fixed coupon promissory note of a principal amount of
US$30,000,000 at the interest rate of 15% per annum (the “2014 Note”).
Terms used herein shall have the same meanings as defined in the 2014 Announcement unless the contents
herein require otherwise.
In relation to the issue of the 2014 Note, Neway and Mr. Wu has undertaken and covenants with the holder of
the 2014 Note that for so long as any principal amount of the 2014 Note and/or other amount due thereunder
remain outstanding, it/he shall not, and shall procure that none of its/his associates shall offer, sell, allot,
contract to sell any Shares and the shares of Neway held by it/him (the “2014 Non-disposal Undertaking”).
The Company, Neway, Mr. Wu and Chance Talent Management Limited, a company incorporated in the
British Virgin Islands and being the holder of the 2014 Note (the “2014 Noteholder”) agreed to terminate the
2014 Non-disposal Undertaking with effect from 1 March 2016.
Other obligations of parties under the 2014 Note will be fully released on the Redemption Date (as defined
below).
EARLY REDEMPTION OF THE PROMISSORY NOTE ISSUED IN 2014
The Company, Mr. Wu, Neway and the 2014 Noteholder, agreed that the entire outstanding principal amount
of the 2014 Note and the accrued interest thereof in the total sum of US$20,341,667 (the “Redemption
Amount”) shall fully redeemed by the Company on 8 March 2016 (the “Redemption Date”).
On the Redemption Date, each of the Company, Neway, Mr. Wu and the 2014 Noteholder shall be released
from all of their respective obligations and liabilities under the Note Instrument and the 2014 Note and all
rights and sums of monies, actions, proceedings, costs, damages, claims and demands whatsoever which
it/he now has or in the future may have against each other for or on account of, in relation to or arising out of
the Note Instrument and the 2014 Note shall be terminated, fully settled and discharged.
In view of the 2014 Note will mature shortly in April 2016 and that the Company has entered the Facility
Agreement which has comparatively lower financing cost than the 2014 Note, therefore, the Directors
consider it is in the interest of the Company to redeem the 2014 Note early.
The Redemption Amount will be satisfied by the part of the loan to be advanced to the Company under
the Facility Agreement. Having considered the current financial position of the Group and after taking into
account the loan to be advanced to the Company under the Facility Agreement, the Directors confirmed that
the Group has sufficient working capital for its operation and satisfying its existing liabilities.
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DEFINITIONS
In this announcement, unless the contents otherwise require, the following expressions have the following
meanings:
“Board”
board of Directors
“Company”
Tian Shan Development (Holding) Limited
“Directors”
directors of the Company
“Facility Agreement”
the facility agreement dated 22 February 2016 and entered into between
the Company, Mr. Wu, Neway and the Lender in relation to a Hong Kong
dollar 2-year term (with mutual consent by the Company and the Lender
may extend for a further two years) loan facility up to an aggregate
principal amount of HK$350,000,000
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of
China
“Lender”
Maxiup Holdings Ltd., a company incorporated in the British Virgin
Islands
“Mr. Wu”
Mr. Wu Zhen Shan, the chairman and a controlling shareholder of the
Company
“Neway”
Neway Enterprises Limited（ 新 威 企 業 有 限 公 司 ）, a company
incorporated in the British Virgin Islands and is the controlling shareholder
of the Company
“Shares”
shares of the Company of par value of HK$0.10 each
“US$”
United States dollars, the lawful currency of the United States of America
“%”
per cent
By order of the Board
Tian Shan Development (Holding) Limited
Wu Zhen Shan
Chairman
Hong Kong, 1 March 2016
As at the date of this announcement, the Board comprises four executive Directors, Mr. Wu Zhen Shan,
Mr. Wu Zhen Ling, Mr. Zhang Zhen Hai and Mr. Wu Zhen He; and three independent non-executive
Directors, Mr. Tian Chong Hou, Mr. Wang Ping and Mr. Cheung Ying Kwan.
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