RENAISSANCE ASIA SILK ROAD GROUP LIMITED If you are in doubt as to any aspect of this Circular or as to the action you should take, you should consult a licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Billion Resources Limited ("Company"), you should at once hand this Circular and the accompanying form of proxy to the purchaser or transferee or to the bank, the licensed securities dealer or registered institution or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
This Circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares or other securities of the Company.
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.
中富資源有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 274)- PROPOSED CAPITAL REORGANISATION;
- OPEN OFFER ON THE BASIS OF TWO OFFER SHARES FOR EVERY ONE REORGANISED SHARE HELD ON THE OPEN OFFER RECORD DATE;
- ISSUE OF SETTLEMENT SHARES AND SETTLEMENT CONVERTIBLE BONDS UNDER DEBT SETTLEMENT AGREEMENTS;
- APPLICATION FOR WHITEWASH WAIVER;
- ADOPTION OF NEW ARTICLES OF ASSOCIATION;
- ADOPTION OF NEW SHARE OPTION SCHEME;
- PROPOSED CHANGE OF BOARD LOT SIZE; AND
- NOTICE OF EGM
SOMERLEY CAPITAL LIMITED
A letter from the Board is set out on pages 16 to 55 of this Circular. A letter of advice from the Independent Financial Adviser to the Independent Shareholders is set out on pages 58 to 89 of this Circular.
A notice convening the EGM of the Company to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 10:00 a.m. on Monday, 22 February 2016 is set out on pages EGM-1 to EGM-7 of this Circular. Whether or not you are able to attend the EGM of the Company in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited as soon as possible and in any event not later than 48 hours before the time fixed for the holding of the EGM of the Company or any adjournment thereof. Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person in the EGM of the Company or any adjourned meeting should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked.
* For identification only 29 January 2016
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . 56 Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . 58In this Circular, the following expressions have the following meanings, unless the context otherwise requires:
"Acceptance Date" latest time for acceptance and payment of the Open
Offer
"acting in concert" having the meaning ascribed thereto under the Takeovers Code
"Adoption Date" the date of EGM, being the date on which the New Share Option Scheme is to be conditionally adopted by ordinary resolution of the Shareholders
"Announcement" the announcement of the Company dated 16 December 2015 in relation to the Capital Reorganisation, the Open Offer, the Debt Settlement Agreements and the Whitewash Waiver
"Application Form(s)" means the form(s) of application for the Offer Shares
proposed to be issued to the Qualifying Shareholders under the Open Offer in such usual form as may be agreed between the Company and the Investor
"Articles of Association" the articles of association of the Company
"associate(s)" having the meaning ascribed thereto under the Listing Rules
"Board" the board of Directors
"business day(s)" a day (other than a Saturday, Sunday, public holidays or day on which a typhoon signal No. 8 or above or black rainstorm signal is hoisted in Hong Kong at 10:00 a.m.) on which banks in Hong Kong are generally open for business
"Capital Cancellation" the proposed cancellation of the unissued share
capital of the Company in its entirety immediately after the Capital Reduction becoming effective
"Capital Reduction" the proposed reduction of the nominal value of each
Share from HK$0.10 to HK$0.005
"Capital Reorganisation" the proposed capital reorganisation which involves
the Capital Reduction, the Capital Cancellation, the Share Consolidation, the increase in authorised share capital and the Share Premium Reduction
"CB Settlement Agreement J"
the convertible bonds settlement agreement dated 9 November 2015 entered into between the Company and the Creditor J in relation to the settlement of the outstanding loan in the principal amount of HK$36,300,000 and the interest accrued up to the Cut-off Date in the amount of approximately HK$1,881,633
"CB Settlement Agreement K"
the convertible bonds settlement agreement dated 9 November 2015 entered into between the Company and the Creditor K in relation to the settlement of the outstanding loan in the principal amount of HK$13,310,000 and the interest accrued up to the Cut-off Date in the amount of approximately HK$660,030
"CB Settlement Agreement L"
the convertible bonds settlement agreement dated 9 November 2015 entered into between the Company and the Creditor L in relation to the settlement of the outstanding loan in the principal amount of HK$1,210,000 and the interest accrued up to the Cut-off Date in the amount of approximately HK$55,693
"CB Settlement Agreements" the CB Settlement Agreement J, the CB Settlement
Agreement K and the CB Settlement Agreement L "CB Settlement Creditors" the Creditor J, the Creditor K and the Creditor L
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Chairman" the chairman of the Board
"China" or "PRC" the People's Republic of China, but for the purposes
of this Circular and for geographical reference only (unless otherwise indicated), excludes the Macao Special Administrative Region of the PRC, Hong Kong and Taiwan
China Billion Resources Limited issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2016 16:33:07 UTC
Original Document: http://www.chinabillion.net/en/doc/2016 English/(037) Circular (Eng).pdf
