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.
After trading hours on 25 January 2013, the Company entered into the Subscription Agreements
with the First Subscriber and the Second Subscriber respectively in relation to the subscription of a total of 1,000,000,000 new Shares in the share capital of the Company at HK$0.355 per Subscription Share.
The Subscription Price represents (i) a discount of approximately 17.44% to the closing price of HK$0.43 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of approximately 18.58% to the average closing price of HK$0.436 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Date; and (iii) a discount of approximately 19.68% to the average closing price of HK$0.442 per Share as quoted on the Stock Exchange for the ten consecutive trading days up to and including the Last Trading Date.
The Subscription Shares represent approximately (i) 9.16% of the issued share capital of the Company as at the date of this announcement; and (ii) 8.39% of the issued share capital of the Company as enlarged by the Subscription.
The net proceeds to be raised from the Subscription are approximately HK$354.9 million, of which (i) approximately HK$210 million is for the development of terminal and logistics business of the Company in Rizhao city, Shandong Province, the PRC; and (ii) the balance of approximately HK$144.9 million is for general working capital and future strategic investments of the Group as and when opportunities arise.
The Subscription is not subject to Shareholders' approval as the Subscription Shares will be allotted and issued under the existing general mandate granted to the Directors at the annual general meeting of the Company held on 5 June 2012.
At the request of the Company, trading in the Shares has been halted from 9:00am on 25 January
2013 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares from 9:00am on 29 January 2013.
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THE SUBSCRIPTION AGREEMENTS
After trading hours on 25 January 2013, the Company entered into the Subscription Agreements with the First Subscriber and the Second Subscriber respectively, namely Sino Life Insurance Co., Ltd. and On Tak Lee Trading Limited, pursuant to which the First Subscriber and the Second Subscriber has agreed to subscribe and the Company has agreed to allot and issue 800,000,000 new Shares and 200,000,000 new Shares respectively.
The First Subscriber, Sino Life Insurance Co., Ltd., is an insurance company incorporated in PRC
with limited liability and is currently holding 8.43% of the existing issued share capital of the Company before the Subscription. As advised by the First Subscriber, its shareholders are
