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

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The Board intends to apply the net proceeds from the Subscription of approximatelyHK$297.5 million for pursuing suitable acquisition and/or investment opportunity(ies)(which the Group has not identified any specific acquisition targets and/or investmentopportunities as at the date of this announcement and is currently actively exploring)that are complementary or offer synergy to the Group’s existing business or areconsidered to be advantageous to or in line with the long-term business strategiesof the Group. To the extent that such net proceeds allocated for acquisition and/orinvestment purposes is not required to be fully utilized, it would be used to fund thegeneral working capital of the Group.Implication of the GEM Listing RulesThe Subscriber (which is solely and beneficially owned by Mr Mei Wei), is asubstantial shareholder of the Company. Accordingly, the Subscriber is a connectedperson of the Company and the Subscription constitutes a non-exempt connectedtransaction for the Company under, and is subject to reporting, announcement andIndependent Shareholders’ approval requirements pursuant to the GEM Listing Rules.Implication of the Takeovers CodeThe Subscriber (together with its concert parties, including Mr Mei Wei) isbeneficially interested in 1,471,508,530 Shares as at the date of this announcement,representing approximately 29.39% of the existing entire issued share capital ofthe Company. Assuming completion of the Subscription and upon the allotmentand issue of the Subscription Shares to the Subscriber, the shareholding of theSubscriber (together with its concert parties) would be increased to approximately59.63% (assuming the subscription rights attaching to the Outstanding Options or theconversion rights attaching to the Outstanding CB were not exercised at all). This willrender the Subscriber (together with parties acting in concert with it) to be obliged tomake an unconditional mandatory general offer for all the Shares not already ownedor will be acquired by the Subscriber (together with its concert parties) under Rule26.1 of the Takeovers Code unless a waiver from strict compliance with Rule 26.1 hasbeen obtained from the Executive.The Subscriber will make an application to the Executive pursuant to Note 1 onDispensations from Rule 26 of the Takeovers Code for the Whitewash Waiver, thegrant of which will be subject to, among others, the approval of the IndependentShareholders taken by way of a poll at the SGM.The Executive may or may not grant the Whitewash Waiver. The Subscriptioncontemplated under the Subscription Agreement will not proceed if the WhitewashWaiver is not obtained by the Subscriber.2
GeneralAn Independent Board Committee (comprising all the independent non-executiveDirectors) has been formed to advise the Independent Shareholders as to the fairnessand reasonableness of the Subscription Agreement and the transactions contemplatedthereunder (including the allotment and issue of the Subscription Shares to theSubscriber pursuant to the Subscription) and the Whitewash Waiver. REORIENTFinancial Markets Limited has been appointed by the Independent Board Committeeas an independent financial adviser to advise the Independent Board Committee andthe Independent Shareholders in this regard.A circular containing, among other matters, further information on (i) the SubscriptionAgreement and the transactions contemplated thereunder (including the allotmentand issue of the Subscription Shares to the Subscriber pursuant to the Subscription),the proposed grant of the Specific Mandate, and the Whitewash Waiver; (ii)the recommendation of the Independent Board Committee to the IndependentShareholders; (iii) a letter from the Independent Financial Adviser containing itsadvice to the Independent Board Committee and the Independent Shareholders; and(iv) a notice of the SGM will be despatched to the Shareholders in accordance with theGEM Listing Rules and the Takeovers Code, and is expected to be despatched on orbefore 21 September 2012.Completion of the Subscription is conditional upon, among other matters, theSubscription Agreement becoming unconditional in all respects and havingbeen completed in accordance with its terms, and may or may not proceed.Shareholders of the Company and investors are advised to exercise caution whendealing in the securities of the Company and if they are in any doubt about theirposition, they should consult their professional advisers.Suspension and resumption of trading in SharesAt the request of the Company, trading in the Shares on GEM was suspended from9:00 a.m. on 30 August 2012 pending the release of this announcement. Applicationhas been made to the Stock Exchange for the resumption of trading in the Shares onGEM from 9:00 a.m. on 3 September 2012.3
Page 1: Hong Kong Exchanges and Clearing Li
Page 5 and 6: The Subscription Price was determin
Page 7 and 8: Except as disclosed above and for b
Page 9 and 10: EFFECT ON THE SHAREHOLDING STRUCTUR
Page 11 and 12: of the exercise or conversion (as t
Page 13 and 14: (b)(c)from approximately 29.39% to
Page 15 and 16: DEFINITIONSIn this announcement, un
Page 17 and 18: “Outstanding CB”“Outstanding
Page 19: “HK$ and cents”Hong Kong dollar

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