Annual Report 2009 - Greentown China Holdings Limited

Notes to the Consolidated Financial Statements
For The Year Ended 31 December 2009
28. CONVERTIBLE BONDS (Continued)
(ii)
2007 Convertible Bonds (Continued)
(i) Guarantee (Continued)
The Company will cause each of its future Subsidiaries (as defined in the indenture dated 8
November 2006 constituting the senior notes) which guarantees the payment of amounts payable
under the senior notes or the indenture to guarantee the payment of any amount payable under
the 2007 Convertible Bonds or the Trust Deed.
A Subsidiary Guarantor shall be simultaneously released from its obligations under the Guarantee
upon the release of the Subsidiary Guarantor from its Subsidiary Guarantee under the indenture.
The payment obligations of the Subsidiary Guarantors under the Guarantee shall at all times rank
at least equally with all their other present and future unsecured and unsubordinated obligations.
(ii)
(iii)
USD settlement
All amounts due under, and all claims arising out of or pursuant to, the 2007 Convertible Bonds,
the Guarantee and/or the Trust Deed from or against the Company and/or any Subsidiary
Guarantor shall be payable and settled in USD only.
Conversion right
The conversion right attaching to any 2007 Convertible Bonds may be exercised, at the option of
the holder thereof, at any time on and after 28 June 2007 up to the close of business (at the place
where the certificate evidencing such bonds is deposited for conversion) on 11 May 2012 or, if such
bonds shall have been called for redemption before 18 May 2012 (the “Maturity Date”), then up to
the close of business (at the place aforesaid) on a date no later than seven business days prior to
the date fixed for redemption thereof.
The number of shares to be issued on conversion of the 2007 Convertible Bonds will be determined
by dividing the RMB principal amount of the 2007 Convertible Bonds to be converted (translated
into Hong Kong dollars at the fixed exchange rate of HKD1.00 = RMB0.9843) by the Conversion
Price (as defined below) in effect at the conversion date.
The price at which shares will be issued upon conversion (the “Conversion Price”) will initially
be HKD22.14 per share but will be subject to adjustment for, among other things, subdivision or
consolidation of shares, bonus issues, rights issues, distributions and other dilutive events. The
present Conversion Price is HKD21.99 per share.
(iv)
(v)
Final redemption
Unless previously redeemed, converted or purchased and cancelled, the Company will redeem the
2007 Convertible Bonds on the Maturity Date at the USD equivalent of their RMB principal amount
multiplied by 105.638%.
Redemption at the option of the Company
At any time after 18 May 2009 and prior to the Maturity Date, the Company may, having given
not less than 30 nor more than 60 days’ notice to the bondholders, the trustee and the principal
agent (which notice will be irrevocable), redeem all or some only of the 2007 Convertible Bonds
at the USD equivalent of their Early Redemption Amount (as defined below) on the redemption
date, provided, however, that no such redemption may be made unless the closing price of the
shares (as derived from the daily quotations sheet of the Stock Exchange) translated into RMB at
the prevailing rate applicable to the relevant trading day, for 20 out of 30 consecutive trading days,
where the last day of such 30-trading day period falls within five trading days prior to the date
upon which notice of such redemption is given, was at least 120% of the Conversion Price then in
effect translated into RMB at the fixed rate of exchange of HKD1.00 to RMB0.9843.
160
Greentown China Holdings Limited Annual Report 2009