Common use of Placees Clause in Contracts

Placees. The Placing Shares are to be placed to not less than six (6) Placees which will be professional, institutional and/or other investors, who and whose ultimate beneficial owners are Independent Third Parties. Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion Date (save for the allotment and issue of the Placing Shares), the maximum number of 1,070,840,000 Placing Shares represents approximately 20% of the existing issued share capital of the Company and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The Placing Price of HK$0.028 per Placing Share represents (i) a discount of approximately 17.65% to the closing price of HK$0.034 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 12.50% to the average closing price of HK$0.032 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement. The Placing Price was determined and negotiated on an arm’s length basis between the Company and the Placing Agent with reference to the prevailing market price and conditions of the Shares. The Directors consider that the Placing Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole. The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the other Shares in issue as at the date of allotment and issue of the Placing Shares. Under the General Mandate, the Company is authorised to issue up to 1,070,857,060 Shares. Up to the date of this announcement, no Shares have been issued under the General Mandate. Thus the maximum number of new Shares which could be issued by the Company under the General Mandate is 1,070,857,060 Shares. As such, the General Mandate is sufficient for allotment and issue of the maximum of 1,070,840,000 Placing Shares. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders. The Placing is conditional upon the following conditions being fulfilled:

Placees. The Placing Shares are Agent agreed to be placed place the Placing Shares, on a fully underwritten basis, to not less than six (6) Placees which will be professionalPlacees, being individuals, institutional and/or other or professional investors, and who and whose ultimate beneficial owners owners, as far as the Placing Agent and the Directors are Independent Third Parties. Assuming that there will be no change aware, are independent of and not connected with the Company, the Directors, chief executive and substantial shareholders (as such term is defined in the issued share capital Listing Rules) of the Company between Company, its subsidiaries and their respective associates (as defined in the date of this announcement and the Completion Date (save for the allotment and issue of the Placing SharesListing Rules). HK$0.015 per Share, the maximum number of 1,070,840,000 Placing Shares represents approximately 20% of the existing issued share capital of the Company and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The Placing Price of HK$0.028 per Placing Share represents (i) representing a discount of approximately 17.65% to the closing price of HK$0.034 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 12.506.25% to the average closing price of HK$0.032 HK$0.016 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding ended on and including 4 October 2018, and a discount of approximately 6.25% to the date closing price of HK$0.016 per Share as quoted on the Placing AgreementStock Exchange on 5 October 2018, being the last full trading day prior to the publication of this announcement. The Placing Price was determined and negotiated on an after arm’s length basis negotiations between the Company and the Placing Agent on the date of the Placing Agreement with reference to the prevailing market price and conditions of the Shares. The Directors consider that the Placing Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole. The Placing SharesShares will rank, when issued and fully paidupon issue, will rank pari passu in all respects among themselves and with the other Shares in issue as at on the date of allotment and issue of the Placing Shares. Under Completion of the General MandatePlacing is conditional upon: (i) the Hong Kong court granting validation order in respect of the Placing, if required; (ii) the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Company is authorised Placing Shares; and (iii) the Placing Agreement not having been terminated in accordance with its terms. If any of the above conditions cannot be fulfilled on or prior to issue up to 1,070,857,060 Shares. Up to the 18th day after the date of this announcement, no Shares have been issued under the General Mandate. Thus the maximum number of new Shares which could be issued by the Company under the General Mandate is 1,070,857,060 Shares. As suchPlacing Agreement, the General Mandate is sufficient for allotment Placing Agreement shall automatically terminate and issue all rights, obligations and liabilities of the maximum parties thereunder in relation to the Placing shall cease and determine and none of 1,070,840,000 Placing Shares. Accordingly, the issue parties shall have any claim against any other in respect of the Placing Shares is not subject to the approval save for any antecedent breaches of the Shareholders. The Placing is conditional upon the following conditions being fulfilled:Agreement.