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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in Bermuda with limited liability and carrying on business in Hong Kong as HKRH China Limited)
(Stock Code: 2882) NOVATION AND SUPPLEMENTAL AGREEMENT TO THE SUBSCRIPTION AGREEMENT IN RESPECT OF THE ISSUE OF CONVERTIBLE BONDS BY A WHOLLY-OWNED SUBSIDIARY
The Board announces that on 13 January 2014, CGS, the Subscriber, the New Subscriber and the Company entered into the Novation and Supplemental Agreement for the purpose of assigning and transferring the interests and rights in respect of the Subscriber under the Original Agreement to the New Subscriber and to amend, vary and modify the Original Agreement.
The issue of new CGS Shares to the Subscriber or the Bondholders (as the case may be) upon conversion of the Convertible Bonds will be deemed to be a disposal of interest in CGS by the Company under the Listing Rules. The deemed disposal (assuming a maximum number of CGS Shares representing 5.77% of the enlarged issued share capital of CGS on a fully-diluted basis at the date of Conversion is issued upon the full conversion of the Convertible Bonds) shall constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
Reference is made to the announcement ("Announcement") of the Company dated 26 August 2013 in relation to, among others, the issue of Convertible Bonds by CGS to the Subscriber. Capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement unless defined otherwise.
Reference is also made to the joint announcement of the Company dated 5 November 2013 in relation to, among others, the possible disposal of 50% interest in CGS ("Possible Disposal").
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After entering into the Subscription Agreement, the Company was informed by the Subscriber that longer than expected time is required to obtain the relevant PRC regulatory approval for the remittance of the subscription monies offshore by the PRC bank(s) pursuant to the relevant PRC laws and regulations.
On the other hand, on 4 November 2013, the Company entered into a memorandum of understanding regarding the Possible Disposal and the terms for the Convertible Bonds are proposed to be modified to facilitate the negotiations for the Possible Disposal.
Further, the Subscriber has requested to transfer its rights and obligations under the subscription agreement dated 26 August 2013 entered into between the Company, CGS and the Subscriber in respect of the CB Subscription ("Original Agreement") to Maya Gold Investment Limited ("New Subscriber").
Given these, the Company and the Subscriber have agreed and entered into the Novation and
Supplemental Agreement (as defined below).
The Board announces that on 13 January 2014, CGS, the Subscriber, the New Subscriber and the Company entered into a novation and supplemental agreement to the Original Agreement ("Novation and Supplemental Agreement"), for the purpose of assigning and transferring the interests and rights in respect of the Subscriber under the Original Agreement to the New Subscriber and to amend, vary and modify the Original Agreement.
The terms of the Novation and Supplemental Agreement have been negotiated on an arm's length basis and the principal terms are summarized below:
13 January 2014
Parties
Issuer: CGS
Subscriber: _tyij
