connected transaction subscription of new shares proposed grant of ...

“Independent BoardCommittee”“Independent FinancialAdviser”“Independent Shareholders”“Last Trading Day”“Listing Committee”“Longstop Date”a board comprising all the independent non-executiveDirectors (namely Mr Liu Yaosheng, Mr Chan Siu Lunand Mr Chen Mingxian) to make a recommendation(i) as to whether the Subscription Agreement andthe transactions contemplated thereunder (includingthe allotment and issue of the Subscription Shares tothe Subscriber pursuant to the Subscription) and theWhitewash Waiver are, or are not, fair and reasonable;and (ii) as to votingREORIENT Financial Markets Limited, a corporationlicensed to carry on Type 1 (dealing in securities),Type 4 (advising on securities), Type 6 (advisingon corporate finance), Type 7 (providing automatedtrading services) and Type 9 (asset management)regulated activities under the SFO, and the independentfinancial adviser to the Independent Board Committeeand the Independent Shareholders for giving adviceas to whether the Subscription Agreement and thetransactions contemplated thereunder (including theallotment and issue of the Subscription Shares tothe Subscriber pursuant to the Subscription) and theWhitewash Waiver are, or are not, fair and reasonableand as to votingShareholders, other than the Subscriber and itsassociates and/or their respective concert parties andthose parties who are involved or interested in theSubscription Agreement together with the transactionscontemplated thereunder (including and the allotmentand issue of the Subscription Shares to the Subscriberpursuant to the Subscription), the grant of the SpecificMandate and the Whitewash Waiver29 August 2012, being the last trading day for theShares before the suspension of trading in the Shareson the Stock Exchange pending the issue of thisannouncementthe listing sub-committee of the Stock Exchange30 October 2012 (or such other date as may be agreedby the Subscriber and the Company)16