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Project Tuspark 2021 Hkex Voluntary Announcement Dated 2 August

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Project Tuspark 2021 Hkex Voluntary Announcement Dated 2 August 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not an offer of securities of the Issuer for sale, or the solicitation of an offer to buy securities of the Issuer, in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws of the United States, and may not be offered or sold within the United States except pursuant to an exemption under, or in a transaction not subject to, the Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States or to U.S. persons. No public offer of the securities referred to herein is being or will be made in the United States. Tuspark Forward Ltd 启迪科华有限公司 (incorporated with limited liability in the British Virgin Islands) (the “Issuer”) U.S.$350,000,000 7.95 per cent. Guaranteed Bonds due 2021 issued on 15 August 2018 and U.S.$50,000,000 7.95 per cent. Guaranteed Bonds due 2021 issued on 15 October 2019, consolidated and forming a single series therewith (together, the “2021 Bonds”) Stock Code: 5143 and U.S.$550,000,000 6.95 per cent. Guaranteed Bonds due 2022 issued on 18 June 2019 (the “2022 Bonds”) Stock Code: 4599 (the 2021 Bonds and the 2022 Bonds, the “Bonds” and each a “Series”) Unconditionally and Irrevocably Guaranteed by TUS-HOLDINGS CO., LTD. (啟迪控股股份有限公司) (incorporated in the People’s Republic of China with limited liability) (the “Parent Guarantor”) VOLUNTARY ANNOUNCEMENT This announcement is made by by Tuspark Forward Ltd (the “Issuer”) and Tus-Holdings Co., Ltd. (the “Parent Guarantor”) on a voluntary basis. References are made to the announcement of the Issuer relating to the Consent Solicitations dated 22 July 2021, the supplemental announcement dated 25 July 2021 and the further announcement dated 28 July 2021 (together, the “Consent Solicitation Announcements”). Unless otherwise stated, capitalised terms used in this announcement shall have the same meaning as ascribed to them in the Consent Solicitation Announcements. The Issuer and the Parent Guarantor have received enquiries from certain holders of the Bonds in connection with the Proposed Waivers and Amendments and would like to share with all the holders of the Bonds the responses that have been provided to such holders of the Bonds. The Issuer and the Parent Guarantor will continue to make voluntary announcements to provide regular updates to the holders of the Bonds as appropriate. Principal Shareholders Approved and Affirm Their Support of the Parent Guarantor and the Repayment Plan The shareholders of the Parent Guarantor approved and affirm their support of the Parent Guarantor and the repayment plan set forth in the Proposed Waivers and Amendments, which will allow the Parent Guarantor to implement an orderly disposal of assets to repay the holders of the Bonds in full and the inclusion of credit enhancement measures to protect the interests of the holders (the “Repayment Plan”). They passed shareholders resolutions (the “Shareholders Resolution”) approving the Repayment Plan. Referring to the Repayment Plan, a representative of Hefei Construction Investment Holdings (Group) Co., Ltd. (“Hefei Construction Investment”), one of the principal shareholders of the Parent Guarantor, commented: “Hefei Construction Investment agrees with and supports the Parent Guarantor regarding the Repayment Plan. Hefei Construction Investment, as a shareholder of the Parent Guarantor, is willing to provide its help and assistance, at the necessary time, within the scope of China’s regulations on stated-owned assets, to the Parent Guarantor for its future development. It will also urge the Parent Guarantor to make its best efforts to protect the interests of its onshore and offshore creditors. We hope that all holders of the Bonds will give their strong support for the Proposed Waivers and Amendments.” Referring to the Shareholders Resolution, a representative of Tsinghua Holdings Corp., Ltd. (“Tsinghua Holdings”), another principal shareholder of the Parent Guarantor, commented: “First of all, Tsinghua Holdings will continue to support the future development of the Parent Guarantor, and the Repayment Plan has received approval and support from its shareholders, including Tsinghua Holdings. Secondly, as the reform of university-affiliated enterprises has entered into a critical stage, Tsinghua Holdings is also willing to actively support the continued reform and development of the Parent Guarantor within the scope of China’s regulations on stated-owned assets. Despite the tight timeframe, the shareholders and the senior management of the Parent Guarantor have coordinated with all parties without any delay to put forward the Repayment Plan, which has demonstrated their utmost sincerity and earnest. We once again hope that all the holders of the Bonds will approve and give consent to the Proposed Waivers and Amendments.” Due Diligence after the Approval and Consent of the Proposed Waivers and Amendments 2 A significant portion of holders of the Bonds have informed the Issuer and the Parent Guarantor that they are willing to consent to the Proposed Waivers and Amendments and in light of the tight timetable for the Consent Solicitation, as a gesture of good will, the Issuer and the Parent Guarantor have agreed to provide certain information to facilitate the due diligence process by such holders after the Proposed Waivers and Amendments become effective on the Effective Date. The due diligence process will commence at the Effective Date with a summary valuation report on the principal assets of the asset disposal plan published to holders of the Bonds by the Second Payment Date. The Issuer and the Parent Guarantor plan to make the same information available to other holders of the Bonds after the Effective Date, subject to recipients of such information to agree to be bound by confidentiality obligations. The Issuer and Parent Guarantor sincerely urge holders of the Bonds to consent to the Proposed Waivers and Amendments and vote in favour of them as soon as practicable on or before 4 August 2021 in order to be eligible for the Early Consent Fee. Investors are advised to exercise caution when dealing in the securities of the Issuer and the Parent Guarantor. CONTINUED SUSPENSION OF TRADING IN THE BONDS Trading in the Bonds on The Stock Exchange of Hong Kong Limited, which was suspended with effect from 9.00 a.m. on 21 July 2021, remains suspended and will continue to be so until further notice. The Issuer and the Parent Guarantor will keep holders of the Bonds updated by way of further announcement(s) as and when appropriate. Bondholders are advised to exercise caution when dealing in the securities of the Issuer and the Parent Guarantor. Hong Kong, 2 August 2021 As at the date of this announcement, the director of the Issuer is Zhao Dong. As at the date of this announcement, the directors of the Parent Guarantor are Wang Jiwu, Li Zhiqiang, Peng Qingyu, Lu Qinhang, Ma Zhigang, Wu Xu, Xie Gongping, Zhou Yanhua and Lu Lin. 3 .
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