Common use of Placees Clause in Contracts

Placees. The Placing Agent will, on a best effort basis, place the Placing Shares to Placees who and whose ultimate beneficial owners (where appropriate) shall be Independent Third Parties. It is currently expected that the Placing Shares will be placed to not less than six Placees. The Placing Agent will use its best endeavour to ensure none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company. The Placing Price of HK$0.55 per Placing Share represents (i) a discount of approximately 19.12% to the closing price of HK$0.68 per Share as quoted on the Stock Exchange on 16 April 2015, being the date of the Placing Agreement; and (ii) a discount of approximately 9.84% to the average closing price of approximately HK$0.61 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement. The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares. The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. Assuming the maximum number of the Placing Shares are placed, the gross proceeds from the Placing will be HK$56.65 million and the net proceeds will be approximately HK$55.08 million (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$0.53 per Placing Share. The maximum number of 103,000,000 Placing Shares represent (i) 12.80% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 11.34% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of Placing Shares are placed). The Placing Shares will rank, upon issue and fully paid, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares. Completion of the Placing is conditional upon (i) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, all of the Placing Shares; and (ii) the obligations of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement, including provisions regarding force majeure events.

Placees. The Placing Agent will, on a best effort basis, place the Placing Shares to Placees who and whose ultimate beneficial owners (where appropriate) shall be Independent Third Parties. It is currently expected that the Placing Shares will be placed to not less than six Placees. The Placing Agent will use its best endeavour to ensure none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company. The Placing Price of HK$0.55 HK$1.38 per Placing Share represents (i) a discount of approximately 19.1219.77% to the closing price of HK$0.68 HK$1.72 per Share as quoted on the Stock Exchange on 16 April 4 June 2015, being the date of the Placing Agreement; and (ii) a discount of approximately 9.8416.36% to the average closing price of approximately HK$0.61 HK$1.65 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement. The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares. The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. Assuming the maximum number of the Placing Shares are placed, the gross proceeds from the Placing will be HK$56.65 HK$250.06 million and the net proceeds will be approximately HK$55.08 HK$243.50 million (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$0.53 HK$1.34 per Placing Share. The maximum number of 103,000,000 181,200,000 Placing Shares represent (i) 12.8019.96% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 11.3416.64% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of Placing Shares are placed). The Placing Shares will rank, upon issue and fully paid, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares. Completion of the Placing is conditional upon (i) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, all of the Placing Shares; and (ii) the obligations of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement, including provisions regarding force majeure events.