Automated : (1) PROPOSED PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE AND (2) INCREASE IN AUTHORISED SHARE CAPITAL (3MB PDF)

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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.

AUTOMATED SYSTEMS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 771)

1. PROPOSED PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE AND
2. INCREASE IN AUTHORISED SHARE CAPITAL

Financial Advisor Placing Agent PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

On 12th January 2017 (after trading hours), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Placing Agent has conditionally agreed to procure, on a best efforts basis, Placee(s) to subscribe for the Convertible Bonds in an aggregate principal amount of up to HK$350,000,000 at the initial Conversion Price of HK$1.20.

Assuming the Convertible Bonds are fully placed, upon full conversion of the Convertible Bonds at the Conversion Price without adjustment, a maximum of 291,666,666 Conversion Shares will be issued. Assuming the Convertible Bonds are fully placed by the Placing Agent and based on the estimated expenses of the Placing, the gross and net proceeds from the Placing are estimated to be HK$350,000,000 and approximately HK$345,968,000 respectively. Therefore, assuming the Convertible Bonds are fully placed and the conversion rights of all the Convertible Bonds are exercised, the net price for the Placing is approximately HK$1.186 per Conversion Share.

The net proceeds from the Placing are intended to be applied in the following manner:

1. approximately 90% for financing the Acquisition. As the consummation of the Acquisition is subject to the fulfilment of certain conditions (the details of which are set out in the announcement of the Company dated 19th December 2016), in the event that completion of the Acquisition does not take place, such portion of the net proceeds may be applied to financing future acquisition that the Company may conduct. As at the date of this announcement, the Company has not identified any specific target for such acquisition and the Company will closely monitor the potential development of the business of the Group and the market; and

2. approximately 10% as general working capital of the Group.

The Placing is conditional upon, inter alia, the Listing Committee granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the approval of listing of and permission to deal in all the Conversion Shares which may fall to be allotted and issued upon the exercise of the conversion right attaching to the Convertible Bonds; the Increase in Authorised Share Capital; and the Shareholders having passed an ordinary resolution at the SGM approving the Placing Agreement and the transactions contemplated hereunder, including the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares, in compliance with the requirements of the Listing Rules.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Board proposes to increase the authorised share capital of the Company from HK$60,000,000 divided into 600,000,000 Shares to HK$100,000,000 divided into 1,000,000,000 Shares by the creation of an additional 400,000,000 Shares, which shall rank pari passu with all other Shares in issue as at the date on which the conversion rights to be attached to the Convertible Bonds are exercised and be entitled to all dividends, bonus and other distributions on the record date of which falls on a date on or after such conversion date. The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution at the SGM by the Shareholders to consider and, if thought fit, approve the Increase in Authorised Share Capital.

GENERAL

The Conversion Shares will be issued under the Specific Mandate to be sought at the SGM. Applications will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Conversion Shares.

The SGM will be convened and held for the purpose of considering and, if thought fit, approving, inter alia, the Placing Agreement and the transactions contemplated thereunder, the grant of the Specific Mandate and the Increase in Authorised Share Capital.

LISTING RULE IMPLICATIONS

A circular containing, among other things, further details of the Placing Agreement, the Specific Mandate, the Increase in Authorised Share Capital and the notice of SGM will be despatched to the Shareholders as soon as possible.

Completion of the Placing is subject to the satisfaction of the conditions precedent set out in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE THE PLACING AGREEMENT Date: 12th January 2017 (after trading hours) Issuer: The Company Placing Agent: GF Securities (Hong Kong) Brokerage Limited

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Pursuant to the Placing Agreement, the Placing Agent has conditionally agreed to procure, on a best efforts basis, Placee(s) to subscribe for the Convertible Bonds in an aggregate principal amount of up to HK$350,000,000 at the initial Conversion Price of HK$1.20 due on the third anniversary of the date of issue, with the conversion rights to convert at the Conversion Price per Conversion Share.

Conditions precedent

Completion of subscription of the Convertible Bonds is conditional upon:

1. the Listing Committee granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the approval of listing of and permission to deal in all the Conversion Shares which may fall to be allotted and issued upon the exercise of the conversion right attaching to the Convertible Bonds;

2. each of the Company and the Placing Agent having obtained all necessary consents and approvals in respect of the Placing Agreement and the transactions contemplated thereunder (including the issue of the Convertible Bonds);

3. the Increase in Authorised Share Capital;

4. the Shareholders having passed an ordinary resolution at the SGM approving the Placing Agreement and the transactions contemplated hereunder, including the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares, in compliance with the requirements of the Listing Rules;

5. no event having occurred or occurring before the Completion Date which would constitute an event of default (as defined in the Convertible Bonds) had the Convertible Bonds been issued; and

6. a rights issue of the Company on the basis of one (1) rights share for every two existing Shares held on the date for determination of entitlement of such rights issue having become unconditional.

If any of the conditions specified above has not been fulfiled (or as to condition (e), being waived in writing by the Placing Agent) on or before the Long Stop Date, the Placing Agreement shall forthwith cease and terminate and neither the Company nor the Placing Agent as applicable shall have any claim against each other, save for any breach of the undertakings of the Company and the Placing Agent to procure the fulfilment of the conditions specified above, payment of fees and expenses (other than the placing commission) and any antecedent breach by the Company.

Placee(s)

The Placing Agent shall use its reasonable endeavours to ensure that each Placee and its ultimate beneficial owners shall be Independent Third Parties and not connected persons of the Company.