Loudong Gen Nice Res China Hldgs : Announcements and Notices - Completion of Discloseable Transaction: Acquisition of the Entire Issued Share Capital of the Target Company and Issue of Consideration Shares under General Mandate

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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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

(Incorporated in Bermuda with limited liability)

(Stock Code: 988)

COMPLETION OF DISCLOSEABLE TRANSACTION: ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY AND ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that Completion took place on 13 January 2016 as agreed between the Purchaser and the Vendor. An aggregate of 562,500,000 Consideration Shares were issued by the Company to the Vendor at the issue price of HK$0.80 per Consideration Share.

Reference is made to the announcement ("Announcement") of Loudong General Nice Resources (China) Holdings Limited (the "Company") dated 30 December 2015 in relation to the Acquisition. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that as the conditions set out in the Agreement have been fulfilled, Completion took place on 13 January 2016 as agreed between the Purchaser and the Vendor. An aggregate of 562,500,000 Consideration Shares were issued by the Company to the Vendor at the issue price of HK$0.80 per Consideration Share.

The number of the Consideration Shares represents (i) approximately 16.40% of the issued share capital of the Company immediately before Completion; and (ii) approximately 14.09% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

EFFECTS OF THE ACQUISITION ON SHAREHOLDING STRUCTURE

Set out below is a summary of the shareholding structure of the Company (i) immediately before Completion; and (ii) immediately after Completion.

Immediately before Completion Immediately after Completion

Number of

Shares Approximate %

Number of

Shares Approximate %

Shareholders

Directors

341,257,205	9.95%	341,257,205	8.55%
21,448,550	0.62%	21,448,550	0.54%
5,438,150	0.16%	5,438,150	0.13%
5,514,380	0.16%	5,514,380	0.13%
271,908	0.01%	271,908	0.01%
224,213	0.01%	224,213	0.01%
374,154,406	10.91%	374,154,406	9.37%
11,094,600	0.32%	573,594,600	14.37%
385,249,006 - - - - - - - - - - - -	11.23% - - - - - - - - - - - -	947,749,006 - - - - - - - - - - - -	23.74% - - - - - - - - - - - -
3,043,973,364	88.77%	3,043,973,364	76.26%
3,429,222,370	100.00%	3,991,722,370	100.00%

Mr. Cai Sui Xin ("Mr. Cai") and his associates (Note 1)

Mr. Lau Yu

Mr. Zhao Cheng Shu

Ms. Li Xiao Juan (Note 2)

Ms. Choy So Yuk

Mr. Leung Yuen Wing

The Vendor and its associates

Sub-total

Public Shareholders

Total

Notes:

1. Mr. Cai was deemed to be interested in a total of 341,257,205 Shares, of which 7,205,545 Shares were owned by Mr. Cai as his personal interest and 334,051,660 Shares were owned by General Nice Resources (Hong Kong) Limited, which is indirectly controlled by Mr. Cai through its associates.

   
   

2. Ms. Li Xiao Juan has resigned as an executive Director and a member of the executive committee of the Company with effect from 29 December 2015.

By Order of the Board

Loudong General Nice Resources (China) Holdings Limited Lau Yu

Executive Director

Hong Kong, 13 January 2016

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Cai Sui Xin, Mr. Zhao Cheng Shu, Mr. Lau Yu and Mr. Ng Tze For; and three independent non-executive Directors, namely Ms. Choy So Yuk, Mr. Gao Wen Ping and Mr. Leung Yuen Wing.