By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
DEJIN RESOURCES GROUP COMPANY LIMITED(incorporated in Bermuda with limited liability)
(Stock code: 1163) UPDATE ON PROPOSED ALTERATION TO THE TERMS OF THE CONVERTIBLE NOTES
Reference is made to the announcements (the "Announcements") of Dejin Resources Group Company Limited (the " Company ") dated 24 October 2013 and 4 N ovember 2013 respectively in relation to the proposed alteration (the "Proposed Alteration") to the terms of the Convertible Notes by way of: (i) extending the maturity date of the Convertible Notes for a further three years from 13 May 2013 to 13 May 2016; and (ii) revising the conversion price of the Convertible Notes from HK$24 to HK$0.30 per Share. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcements.
The Company wishes to provide updates on the Proposed Alteration to the Shareholders and potential investors.
The Company has submitted the draft circular (the "Circular") containing, among other matters, details of the Proposed Alteration and notice of the SGM to the Stock Exchange for vetting. The Circular together with the notice of SGM will be despatched to the Shareholders as soon as possible after the v etting process has finished. As announced in the Announcements, the SGM will be convened and held for approving (i) the terms of the Supplemental Deeds and the transactions contemplated thereunder; and (ii) the grant of a specific mandate for the issue and allotment of the Conversion Shares at the New Conversion Price (subject to adjustment).
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As at the date of this announcement, according to the register of holders of Convertible Notes maintained by the Company, there are a total of 22 holders of Convertible Notes as follows:
Name of holders Principal amount of Convertible Notes outstanding as at the date of this announcement Approximate %(HK$)
1. Perfect Direct Limited 339,000,000 40.2
2. Chen Jian Dong 114,000,000 13.5
3. Silver Bright Investments Limited 55,000,000 6.5
4. Peng Chun Chao 45,000,000 5.3
5. Million Winds Group Limited 40,000,000 4.7
6. Zeng Xiang Wei 36,000,000 4.3
7. Metrolink Holdings Limited 35,000,000 4.2
8. People Honour Limited 29,000,000 3.5
9. Orochi Capital Limited 20,000,000 2.4
10. Qin Jin 17,000,000 2.0
11. Sun Wen Hua 17,000,000 2.0
12. Meng Xiu Lan 16,000,000 1.9
13. UA Success Limited 16,000,000 1.9
14. Gu Jin Ming 14,000,000 1.7
15. Ding Feng 12,000,000 1.4
16. Wang Jie 11,000,000 1.3
17. Wang Shibo 10,000,000 1.2
18. Wang Fei Yang 6,000,000 0.7
19. Ace Treasure Investment Limited 5,000,000 0.6
20. New Heaven Investments Limited 3,000,000 0.4
21. Ocean Top Investments Limited 2,000,000 0.2
22. Chow Kuen Fong 1,000,000 0.1
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As disclosed in the Announcements, there was one Remaining Holder who had not given his consent to the Proposed Alteration. After continuous effort spent by the Company to negotiate with the Remaining Holder, as at the date of this announcement, the Remaining Holder has also given his consent to the Proposed Alteration in favour of the Company. Accordingly, the Company has obtained 100% consent to the Proposed Alteration from all the existing holders of the Convertible Notes, and subject to the fulfillment of the conditions for the Proposed Alteration, the Supplemental Deeds will be binding on all the holders of the Convertible Notes.
Save and except the above holders, there are no other holders of the Convertible Notes.
As disclosed in the Announcements, the Supplemental Deeds are conditional, and the Proposed Alteration will become effective, upon the fulfillment of the following conditions precedent:
(1) the Stock Exchange granting its approval for the Proposed Alteration;
(2) the passing of an ordinary resolution by the independent Shareholders at the SGM to approve the Supplemental Deeds and the transactions contemplated thereunder (including the issue of the Conversion Shares);
(3) the Stock Exchange granting approval for the listing of, and permission to deal, in the
Conversion Shares; and
(4) all necessary approval and consents for the Proposed Alteration having been obtained. None of the above conditions could be waived. As at the date of this announcement, none of
the above conditions has been fulfilled.
The Company will further announce and update the Shareholders and potential investors upon despatch of the Circular and the notice of SGM.
By order of the Board
Executive Director
Hong Kong, 6 March 2014
As at the date of this announcement, the Board comprises seven executive Directors, namely, Mr. Cheung Wai Yin, Wilson, Mr. Tian Lidong, Mr. Chan Ka Wing, Mr. Tsai Wallen, Mr. Mow Tai Loy, Mr. Lau Chi Yan, Pierre and Mr. Zhao Zhibin; and four independent non-executive Directors, namely, Mr. Fu Wing Kwok, Ewing, Ms. Pang Yuen Shan, Christina, Ms. Yeung Mo Sheung, Ann and Mr. Ma Ning.
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