Dated 9 November, 2015
BILLION GLORY CAPITAL INVESTMENT LIMITED
CHINA BILLION RESOURCES LIMITED
SHARE SETTLEMENT AGREEMENT
REED SMITH RICHARDS BUTLER
20th Floor Alexandra House 18 Chater Road
Central, Hong Kong
Ref : DH0/381253.00001
CONDITION
TABLE OF CONTENTS
INTERPRETATION 1
CONDITIONS PRECEDENT 5
ISSUE OF SHARES 6
COMPLETION 6
RESCISSION 7
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 7
NOTICES 9
MISCELLANEOUS 10
GOVERNING LAW AND JURISDICTION 11
SCHEDULE 1 13
1. BILLION GLORY CAPITAL INVESTMENT LIMITED, a company incorporated in Hong Kong with limited liability having its registered office at Room 3111, 31/F, China Merchants Tower, No.168-200 Connaught Road Central, Hong Kong. (the "Creditor")
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CIDNA BILLION RESOURCES LIMITED, a company incorporated under the laws of Cayman Islands with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman KYl-1111, Cayman Islands and whose principal place of business in Hong Kong is at Room 2811, 28/F., China Merchants Tower, No.168-200 Connaught Road Central, Hong Kong (the "Company")
WHEREAS: the Company was incorporated in the Cayman Islands and at the date of this Agreement has a total issued share capital of 5,235,303,300 shares of HK$0.10 each, all of which are fully paid and currently listed on the Main Board of the Stock Exchange;
trading in the shares of the Company have been suspended since 29 June 2011 and on 30 December 2011, the Stock Exchange issued a letter to the Company imposing certain conditions for the resumption of trading in its shares of the Company on the Stock Exchange;
the Creditor has agreed to accept the Settlement Shares, and the Company has agreed to allot and issue to the Creditor, in full and final settlement of the Debt on and subject to the terms and conditions set out in this Agreement.
NOW IT IS HEREBY AGREED AS FOLLOWS:INTERPRETATION
1.1 In this Agreement and the Recitals, unless the context requires otherwise, the following expressions shall have the following meanings:
relation to, amongst other things, the issue of Settlement Shares;
"Authorised Capital Increase" means the increase in the authorised share capital of the
Company from HK$26,176,516.50 compnsmg 2,617,651,650 Reorganised Shares (immediately following the Share Capital Reduction and Share Consolidation) to HK$250,000,000 comprising 25,000,000,000 Reorganised Shares by the creation of 22,382,348,350 additional Reorganised Shares;
"CCASS" means the Central Clearing and Settlement System
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operated by Hong Kong Securities Clearing Company Limited;
"Capital Reorganisation" means a reorganisation of the share capital of the Company
involving the Share Capital Reduction, the Share Consolidation and Authorised Capital Increase;
"Completion" means completion of the issue of the Settlement Shares pursuant to Clause 4.1;
"Completion Date" means the date on which Completion takes place; "Conditions Precedent" means the conditions precedent listed in Clause 2.1 and a"Condition Precedent" shall mean any one of the conditions precedent;
exercise of conversion rights attached to the Settlement Convertible Bonds;
"Cut-off Date" means 31 December, 2015 (or such later date as the parties to this Agreement may agree);
"Director(s)" means at any time the director(s) of the Company at that
time;"Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange;
"Long-stop Date" means 31 May 2016 (or such later date as the parties may
agree);
"Open Offer" means a fully underwritten open offer to be made by the
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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 16:38:03 UTC
Original Document: http://www.chinabillion.net/en/doc/2016 English/(022) Share Settlement Agreement F1.pdf