Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
If you have sold or transferred all your shares in Southwest Securities International Securities Limited, you should at once hand this circular to the purchaser or the transferee or to the licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. Southwest Securities International Securities Limited西證國際證券股份有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 812) MAJOR TRANSACTION DISPOSAL OF CONVERTIBLE BONDS23 January 2017
* For identification purpose only
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . I-1 APPENDIX II - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1In this circular, unless the contents otherwise requires, the following expressions have the meanings as set out below:
"Board" the board of directors of the Company
"Company" Southwest Securities International Securities Limited（西 證國際證券股份有限公司* ）, a company incorporated with limited liability in Bermuda, the issued shares of which are listed on the Main Board of the Hong Kong Stock Exchange
"Completion Date" the date of completion of the Sale and Purchase Agreement "connected person(s)" the meaning ascribed to it under the Listing Rules "Consideration" the consideration payable by the Purchaser for the
Convertible Bonds under the Sale and Purchase Agreement
"Conversion Shares" new shares of XinRen Aluminum to be allotted and issued
by XinRen Aluminum upon conversion of the Convertible Bonds in accordance with the terms of the Convertible Bonds
"Convertible Bonds" the 8% secured convertible bonds due 2020 issued
by XinRen Aluminum in the principal amount of US$30,000,000 which are owned by the Company as at the Latest Practicable Date
"Directors" the directors of the Company
"Disposal" the disposal of the Convertible Bonds by the Company to the Purchaser pursuant to the Sale and Purchase Agreement
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
* For identification purpose only
"Independent Third Party" the independent third party(ies) who is, to the best of the
Directors' knowledge, information and belief having made all reasonable enquiry, independent of and not connected with the Company and its connected person(s)
"Latest Practicable Date" 19 January 2017, being the latest practicable date prior
to the printing of this circular for ascertaining certain information in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Long Stop Date" 10 February 2017 or such other date as the Company and the Purchaser may agree in writing
"percentage ratios" as defined under the Listing Rules
"PRC" the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Purchaser" Singularity Advisory (Cayman) Ltd, a company incorporated in the Cayman Islands
"Sale and Purchase Agreement" the sale and purchase agreement dated 30 December 2016
entered into between the Company and the Purchaser in relation to the Disposal
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"SG$" Singapore dollar, the lawful currency of Singapore
"Share(s)" ordinary share(s) of par value HK$0.10 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
Southwest Securities International Securities Limited published this content on 20 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 January 2017 09:33:01 UTC.
Original documenthttp://www.swsc.hk/en/announcements/864/MAJOR-TRANSACTION-DISPOSAL-OF-CONVERTIBLE-BONDS.pdf
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