AAG Energy Holdings Limited 亞美能源控股有限公司

Transcription

1 Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated June 11, 2015 (the Prospectus ) issued by AAG Energy Holdings Limited (the Company ). Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) 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 is for information purposes only and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares. This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer to sell, or a solicitation of an offer to buy or subscribe for any securities (the Shares ) of the Company in the United States or in any other jurisdictions. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act ) or any state securities laws of the United States, and may not be offered or sold in the United States except pursuant to an effective registration statement or in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited (the Stabilizing Manager ), its affiliates or any person acting for it, as stabilizing manager, on behalf of the Underwriters, may, to the extent permitted by applicable laws of Hong Kong or elsewhere, over-allot or effect transactions with a view to stabilizing or maintaining the market price of the Shares at a level higher than that which might otherwise prevail for a limited period beginning on the Listing Date and expected to end on the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will be done at the absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on the 30th day after the last date for lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken and demand for the Shares and the price of the Shares could fall. 1

2 AAG Energy Holdings Limited 亞美能源控股有限公司 (Incorporated in the Cayman Islands with limited liability) Number of Offer Shares under the Global Offering GLOBAL OFFERING : 761,400,000 Shares (comprising 666,160,920 new Shares being offered by us and 95,239,080 Shares being offered by the Selling Shareholder, subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 76,140,000 Shares Number of International Offer Shares : 685,260,000 Shares, (comprising 590,020,920 new Shares being offered by us and 95,239,080 Shares being offered by the Selling Shareholder, subject to the Over-allotment Option) Offer Price : HK$3.00 per Offer Share, plus brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005% Nominal value : US$ per Share Stock code : 2686 Joint Global Coordinators and Joint Sponsors Joint Bookrunners Joint Lead Managers 2

3 SUMMARY Offer Price and Net Proceeds. The Offer Price has been determined at HK$3.00 per Offer Share (exclusive brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%).. Based on the Offer Price of HK$3.00 per Offer Share and 761,400,000 Shares comprising 666,160,920 new Shares being offered by the Company and 95,239,080 Shares being offered by the Selling Shareholder (assuming the Over-allotment Option is not exercised and without taking into account any Shares to be allotted and issued upon the exercise of any options granted under the Pre-IPO Share Option Scheme and any Shares to be issued pursuant to the Post-IPO RSU Scheme), the amount of net proceeds from the Global Offering to be received by the Company after deduction of the underwriting commissions and other estimated expenses payable by the Company in connection with the Global Offering, is estimated to be approximately HK$1,923.2 million. The Company intends to apply such net proceeds in accordance with the purposes set out in the section headed Future Plans and Use of Proceeds in the Prospectus. The amount of net proceeds from the Global Offering to be received by the Selling Shareholder, after deduction of the underwriting fees and commissions payable by the Selling Shareholder, is estimated to be approximately HK$277.1 million. Applications under the Hong Kong Public Offering. The Hong Kong Offer Shares initially offered under the Hong Kong Public Offering have been slightly over-subscribed. A total of 9,145 valid applications have been received pursuant to the Hong Kong Public Offering on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS and through the White Form eipo service under the White Form eipo for a total of 400,195,000 Hong Kong Offer Shares, equivalent to approximately 5.26 times the total number of 76,140,000 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering. International Offering and Over-allotment Option. The Offer Shares initially offered under the International Offering have been slightly over-subscribed. The final number of Offer Shares under the International Offering (subject to the Over-allotment Option) is 685,260,000 Shares.. There is an over-allocation of 60,812,000 Shares under the International Offering. The settlement of such over-allocation will be effected by exercising the Overallotment Option, or by making purchases in the secondary market at prices that do not exceed the Offer Price or through stock borrowing arrangements or a combination of these means by the Joint Global Coordinators. 3

4 . The Company has granted to the International Underwriters the Over-allotment Option exercisable by the Joint Global Coordinators at any time from the day on which trading of our Shares commences on the Stock Exchange until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to require the Over-allotment Option Grantors to sell and transfer up to 114,210,000 Over-allotment Shares, representing 15% of the initial Offer Shares, at the same price per Offer Share under the International Offering, to cover over-allocations in the International Offering, if any. The Over-allotment Option has not been exercised. If the Over-allotment Option is exercised, an announcement will be made. Cornerstone Investors and Connected Clients. Pursuant to the cornerstone investment agreements with the cornerstone investors (the Cornerstone Investors ), the number of Offer Shares subscribed for by the Cornerstone Investors has now been determined. Shenzhen Tongyu Energy Investment Limited, Jiangsu Addor M&A Growth Equity Investment Fund (Limited Partnership) ( Addor Fund ), CMH International Limited, Guangxi Beibu Gulf Industrial Investment Fund (Limited Partnership), Sichuan Datong Gas Development Corporation Limited ( Sichuan Datong Gas ) have subscribed for 180,833,000 Offer Shares, 129,166,000 Offer Shares, 126,583,000 Offer Shares, 129,166,000 Offer Shares and 25,833,000 Offer Shares, respectively (which is based on the Offer Price of HK$3.00 per Offer Share), in all totaling 591,581,000 Shares representing in aggregate approximately 17.80% of the Company s entire issued share capital immediately upon completion of the Capitalization Issue and the Global Offering (assuming the Over-allotment Option is not exercised and without taking into account any Shares to be allotted and issued upon the exercise of any options granted under the Pre-IPO Share Option Scheme and any Shares to be issued pursuant to the Post- IPO RSU Scheme).. Shares subscribed by Addor Fund and Sichuan Datong Gas respectively were made through China International Capital Corporation Limited (the QDII Manager ) (which is the parent company of China International Capital Corporation Hong Kong Securities Limited). The Joint Sponsors and Joint Bookrunners confirm that material terms of the cornerstone investment agreements with Addor Fund and Sichuan Datong Gas respectively are substantially the same as those entered into with other corporate investors taking part in the Global Offering and that Addor Fund and Sichuan Datong Gas have been treated in equal manner as other cornerstone investors in the allocation process. The QDII Manager subscribed for such Offer Shares for and on behalf of Addor Fund and Sichuan Datong Gas respectively, both of whom are independent public investors. The ultimate cornerstone investor is independent from the QDII Manager, the Joint Bookrunners and their respective associates. No financing has been provided by the QDII Manager and its affiliates or the QDII funds to Addor Fund or Sichuan Datong Gas in connection with the cornerstone investment. The Joint Sponsors have applied for and the Stock Exchange has granted a consent under paragraph 5(1) in Appendix 6 to the Listing Rules (the Placing Guidelines ) to allow Offer Shares to be placed to such QDII funds managed by the QDII Manager as a connected client (as defined under paragraph 13 of the Placing Guidelines) of one of the Joint Bookrunners. Please refer to the section headed Cornerstone Investors and Connected Clients in this announcement and Our Cornerstone Investors in the Prospectus for further details relating to the Cornerstone Investors. 4

5 . The Directors confirm that no Offer Shares have been allocated to applicants who are core connected persons, directors or existing shareholders of the Company or their respective close associates within the meaning of the Listing Rules. A total of 16,300,000 Shares, representing 2.14% of the total Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), were placed to Hang Seng Bank Limited ( Hang Seng Bank ), HSBC Broking Securities (Asia) Limited ( HSBC Broking ), Credit Suisse AG Singapore Branch ( Credit Suisse Singapore ) and CIMB Investment Bank Berhad ( CIMB Investment ). Hang Seng Bank and HSBC Broking, as well as The Hongkong and Shanghai Banking Corporation Limited ( HSBC ) are all subsidiaries of HSBC Holdings PLC. HSBC is one of the Joint Global Coordinators, the Joint Bookrunners and the Underwriters in relation to the Global Offering. Therefore, Hang Seng Bank and HSBC Broking are each considered a connected client of HSBC under paragraph 13(7) of the Placing Guidelines. Credit Suisse Singapore and Credit Suisse (Hong Kong) Limited ( Credit Suisse ) are members of the same group of companies. Credit Suisse is one of the Joint Bookrunners in relation to the Global Offering. Therefore, Credit Suisse Singapore is considered a connected client of Credit Suisse under paragraph 13(7) of the Placing Guidelines. Both CIMB Investment and CIMB Securities Limited ( CIMB Securities ) are under the same ultimate holding company, CIMB Group Holdings Berhad. CIMB Securities is one of the Joint Lead Managers and the Underwriters in relation to the Global Offering. Therefore, CIMB Investment is considered a connected client of CIMB Securities under paragraph 13(7) of the Placing Guidelines. The Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers confirm that the Shares subscribed by, and placed to, Hang Seng Bank, HSBC Broking, Credit Suisse Singapore and CIMB Investment were not made on a preferential basis and are held by each of them for and on behalf of independent third parties of the Company and their respective associates (as defined in the Listing Rules). The Joint Sponsors have applied for and the Stock Exchange has granted a consent under paragraph 5(1) of Appendix 6 of the Placing Guidelines to allow such Offer Shares to be placed to Hang Seng Bank, HSBC Broking, Credit Suisse Singapore and CIMB Investment respectively.. The Directors confirm that, save as disclosed herein, none of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Underwriters and their respective affiliated companies and connected clients (as defined in the Placing Guidelines) have taken up any Shares for its own benefit under the Global Offering. The consent to place certain Offer Shares to certain connected clients has been obtained from the Stock Exchange as disclosed in the section headed Cornerstone Investors and Connected Clients in this announcement, and the International Offering is in compliance with the Placing Guidelines. 5

6 . The Directors confirm that no offeree will, individually, be placed more than 10% of the enlarged issued share capital of the Company immediately after the Global Offering (before any exercise of the Over-allotment Option). The Directors confirm that none of the offerees under the International Offering will become a substantial shareholder (as defined in the Listing Rules) of the Company after the International Offering and the number of Shares to be held by the public will satisfy the minimum percentage prescribed by Rule 8.08 of the Listing Rules. The Directors confirm that the three largest public shareholders of the Company will not hold more than 50% of the Shares to be held in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules. Results of Allocations In relation to the Hong Kong Public Offering, the results of allocations, which will include the Hong Kong identity card/passport/hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering, will be made available at the times and dates and in the manner specified below:. in the announcement to be posted on the Company s website at and the Stock Exchange s website at by no later than 8:00 a.m. on Monday, June 22, 2015;. from the designated results of allocations website at with a search by ID function on a 24-hour basis from 8:00 a.m. on Monday, June 22, 2015 to 12:00 midnight on Sunday, June 28, 2015;. by telephone enquiry line by calling between 9:00 a.m. and 10:00 p.m. from Monday, June 22, 2015 to Thursday, June 25, 2015;. in the special allocation results booklets which will be available for inspection during opening hours from Monday, June 22, 2015 to Wednesday, June 24, 2015, at all the receiving bank branches and sub-branches as set out in this announcement.. The Company expects to announce the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Monday, June 22, 2015 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), on the Company s website at and the website of the Stock Exchange at Collection/Posting of Share Certificates and Refund of Application Monies. Applicants who apply for 1,000,000 or more Hong Kong Offer Shares using the White Form eipo service or using WHITE Application Forms and have provided all information required may collect their Share certificates (if any) in person from Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong between 9:00 a.m. and 1:00 p.m. on Monday, June 22, 2015 or such other date as notified by the Company in the newspapers. 6

7 . Share certificates (if any) for Hong Kong Offer Shares allotted to applicants using WHITE Application Forms or the White Form eipo which are either not available for personal collection, or which are so available but are not collected in person, are expected to be dispatched by ordinary post to the address specified in the relevant Application Form at the applicant s own risk on or before Monday, June 22, Share certificates (if any) for Hong Kong Offer Shares allotted to applicants using YELLOW Application Forms and those who applied by giving electronic application instructions to HKSCC will be issued in the name of HKSCC Nominees and are expected to be deposited into CCASS for credit to their designated CCASS Participant s stock account or their CCASS Investor Participant s stock account on Monday, June 22, 2015 or upon contingency, on any other date determined by HKSCC or HKSCC Nominees.. Applicants who have applied for 1,000,000 Hong Kong Offer Shares or more using YELLOW Application Forms and have provided all information required may collect refund cheques (if any) in person from Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong between 9:00 a.m. and 1:00 p.m. on Monday, June 22, Refund cheques for wholly or partially unsuccessful applicants using WHITE or YELLOW Application Forms which are either not available for personal collection or which are so available but are not collected in person, will be dispatched by ordinary post to those entitled at the address specified in the relevant Application Form at the applicant s own risk on or before Monday, June 22, For applicants who have paid the application monies from a single bank account using the White Form eipo, any refund monies will be dispatched to that bank account in the form of e-refund payment instructions. For applicants who have paid the application monies from multiple bank accounts using the White Form eipo, any refund monies will be dispatched to the address as specified in their application instructions in the form of refund cheque(s) by ordinary post at their own risk on or before Monday, June 22, Refund monies for applicants applying by giving electronic application instructions to HKSCC are expected to be credited to the relevant applicants designated bank account or the designated bank account of their broker or custodian on Monday, June 22, Commencement of Dealings. Share certificates will only become valid certificates of title at 8:00 a.m. on Tuesday, June 23, 2015, provided that the Hong Kong Public Offering has become unconditional in all respects and the right of termination as described in the section headed Underwriting Hong Kong Public Offering Grounds for Termination in the Prospectus has not been exercised.. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on June 23, The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is

8 OFFER PRICE AND NET PROCEEDS The Offer Price has been determined at HK$3.00 per Offer Share (exclusive of brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%). Based on the Offer Price of HK$3.00 per Share, the net proceeds from the Global Offering to be received by the Company (assuming the Over-allotment Option is not exercised and without taking into account any Shares to be allotted and issued upon the exercise of any options granted under the Pre-IPO Share Option Scheme and any Shares to be issued pursuant to the Post-IPO RSU Scheme) after deducting the underwriting commissions and other estimated expenses in connection with the Global Offering, is estimated to be approximately HK$1,923.2 million. The Company intends to apply the proceeds from the Global Offering as follows:. approximately 60% of our total estimated net proceeds (approximately HK$1,153.9 million) will be used for the exploration development of CBM in the Panzhuang and Mabi concessions;. approximately 35% of our total estimated net proceeds (approximately HK$673.1 million) will be used for expanding our operations by acquiring interests in other CBM or other unconventional gas concessions or participating in cooperation or joint venture projects in relation to the exploration, and development and processing of CBM or other unconventional gas concessions. The Company will prepare and issue a competent person report for the acquisition of interests in any other CBM or other unconventional gas concessions in accordance with the Listing Rules at the appropriate time; and. approximately 5% of our total estimated net proceeds (approximately HK$96.2 million) will be used for working capital and general corporate purposes. APPLICATIONS UNDER THE HONG KONG PUBLIC OFFERING At the close of the application lists at 12:00 noon on Tuesday, June 16, 2015, a total of 9,145 valid applications (including applications on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS and to the White Form eipo Service Provider through the White Form eipo) have been received pursuant to the Hong Kong Public Offering for a total of 400,195,000 Hong Kong Offer Shares, equivalent to approximately 5.26 times the total number of 76,140,000 Hong Kong Offer Shares initially available under the Hong Kong Public Offering. Of the 9,145 valid applications on WHITE and YELLOW Application Forms or to the designated White Form eipo Service Provider through the White Form eipo website ( and by electronic application instructions given to HKSCC for a total of 400,195,000 Hong Kong Offer Shares, a total of 9,107 applications in respect of a total of 245,195,000 Hong Kong Offer Shares were for the Hong Kong Offer Shares with an aggregate subscription amount based on the maximum offer price of HK$3.70 per Offer Share (plus a brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) of HK$5 million or less (representing approximately 6.44 times the 38,070,000 Hong Kong Offer Shares initially comprised in pool A), and a total of 38 applications in respect of a total of 155,000,000 Hong Kong Offer Shares were for the Hong 8

9 Kong Offer Shares with an aggregate subscription amount based on the maximum offer price of HK$3.70 per Offer Share (plus a brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) of more than HK$5 million (representing approximately 4.07 times the 38,070,000 Hong Kong Offer Shares initially comprised in pool B). Applications not completed in accordance with the instructions set out in the Application Forms have been rejected. 14 multiple applications or suspected multiple applications have been identified and rejected. 2 applications have been rejected due to bounced cheques. 1 application have been rejected due to invalid application. No applications for more than 50% of the Hong Kong Offer Shares initially available under the Hong Kong Public Offering (i.e. more than 38,070,000 Shares) have been identified. The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the basis set out in the paragraph headed Basis of Allotment under the Hong Kong Public Offering below. INTERNATIONAL OFFERING AND OVER-ALLOTMENT OPTION The Offer Shares initially offered under the International Offering have been slightly oversubscribed. The final number of Offer Shares under the International Offering is 685,260,000 Shares (subject to the Over-allotment Option). There is an over-allocation of 60,812,000 Shares under the International Offering. The settlement of such over-allocation will be effected by exercising the Over-allotment Option, or by making purchases in the secondary market at prices that do not exceed the Offer Price or through stock borrowing arrangements or a combination of these means by the Joint Global Coordinators. The Company has granted to the International Underwriters the Over-allotment Option exercisable by the Joint Global Coordinators at any time from the day on which trading of our Shares commences on the Stock Exchange until 30 days after the last day for the lodging of applications under the Hong Kong Public Offering, to require the Over-allotment Option Grantors to sell and transfer up to 114,210,000 Over-allotment Shares, representing 15% of the initial Offer Shares, at the same price per Offer Share under the International Offering, to cover over-allocations in the International Offering, if any. As of the date of this announcement, the Over-allotment Option has not been exercised. If the Over-allotment Option is exercised, an announcement will be made. CORNERSTONE INVESTORS AND CONNECTED CLIENTS Based on the Offer Price of HK$3.00 per Offer Share and pursuant to the cornerstone investment agreements with the Cornerstone Investors, the number of Offer Shares subscribed for by the Cornerstone Investors has now been determined. Shenzhen Tongyu Energy Investment Limited, Addor Fund, CMH International Limited, Guangxi Beibu Gulf Industrial Investment Fund (Limited Partnership) and Sichuan Datong Gas have subscribed for 180,833,000 Offer Shares, 129,166,000 Offer Shares, 126,583,000 Offer Shares, 129,166,000 Offer Shares and 25,833,000 Offer Shares, respectively, in all totaling 591,581,000 Shares representing in aggregate approximately 17.80% of the Company s entire issued share capital immediately upon completion of the Capitalization Issue and the Global Offering, (assuming the Over-allotment Option is not exercised and without taking into account any Shares to be allotted and issued upon the exercise of any options granted 9

10 under the Pre-IPO Share Option Scheme and any Shares to be issued pursuant to the Post- IPO RSU Scheme). Please refer to the section headed Our Cornerstone Investors in the Prospectus for further details relating to the Cornerstone Investors. Cornerstone Investors Number of Offer Shares subscribed for and allocated Approximate percentage of the entire issued share capital immediately after completion of the Capitalization Issue and the Global Offering Approximate percentage of the total number of International Offering Shares # Shenzhen Tongyu Energy Investment Limited 180,833, % 26.39% Addor Fund (through a fund managed by the QDII Manager*) 129,166, % 18.85% CMH International Limited 126,583, % 18.47% Guangxi Beibu Gulf Industrial Investment Fund (Limited Partnership) 129,166, % 18.85% Sichuan Datong Gas (through a fund managed by the QDII Manager*) 25,833, % 3.77% Total 591,581, % 86.33% * The QDII Manager is China International Capital Corporation Limited, which is the parent company of China International Capital Corporation Hong Kong Securities Limited. # Before any exercise of the Over-allotment Option Shares subscribed by Addor Fund and Sichuan Datong Gas respectively were made through the QDII Manager. The Joint Sponsors and Joint Bookrunners confirm that material terms of the cornerstone investment agreements with Addor Fund and Sichuan Datong Gas respectively are substantially the same as those entered into with other corporate investors taking part in the Global Offering and that Addor Fund and Sichuan Datong Gas have been treated in equal manner as other cornerstone investors in the allocation process. The QDII Manager subscribed for such Offer Shares for and on behalf of Addor Fund and Sichuan Datong Gas respectively, both of whom are independent public investors. The ultimate cornerstone investor is independent from the QDII Manager, the Joint Bookrunners and their respective associates. No financing has been provided by the QDII Manager and its affiliates or the QDII funds to Addor Fund or Sichuan Datong Gas in connection with the cornerstone investment. The Joint Sponsors have applied for and the Stock Exchange has granted a consent under paragraph 5(1) of the Placing Guidelines to allow Offer Shares to be placed to the relevant QDII funds managed by the QDII Manager as a connected client (as defined under paragraph 13 of the Placing Guidelines) of one of the Joint Bookrunners. Please refer to the section headed Our Cornerstone Investors in the Prospectus for further details relating to the Cornerstone Investors. 10

11 The Shares subscribed for and allocated to each of the cornerstone investors (including Addor Fund and Sichuan Datong Gas) are subject to a six months lock-up arrangement, details of which are set out in the section headed Our Cornerstone Investors Restrictions on the Cornerstone Investors Investment in the Prospectus. The following placees have subscribed for certain number of the Offer Shares in the International Offering as set out below: Name of Placee Related Exchange Participant* Number of Offer Shares subscribed for and allocated # The Offer Shares subscribed for as a percentage of the total Shares under International Offering # The Offer Shares subscribed for as a percentage of the total Shares under Global Offering # The Offer Shares subscribed for as a percentage of the total issued Shares upon completion of the Capitalisation Issue and the Global Offering Hang Seng Bank HSBC 14,300, % 1.88% 0.43% HSBC Broking HSBC 400, % 0.05% 0.01% Credit Suisse Credit Suisse 1,000, % 0.13% 0.03% Singapore CIMB Investment CIMB Securities 600, % 0.08% 0.02% Total: 16,300, % 2.14% 0.49% * Refers to the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Underwriters # Before any exercise of the Over-allotment Option Hang Seng Bank and HSBC Broking, as well as HSBC are all subsidiaries of HSBC Holdings PLC. HSBC is one of the Joint Global Coordinators, the Joint Bookrunners and the Underwriters in relation to the Global Offering. Therefore, Hang Seng Bank and HSBC Broking are each considered a connected client of HSBC under paragraph 13(7) of the Placing Guidelines. Credit Suisse Singapore and Credit Suisse are members of the same group of companies. Credit Suisse is one of the Joint Bookrunners in relation to the Global Offering. Therefore, Credit Suisse Singapore is considered a connected client of Credit Suisse under paragraph 13(7) of the Placing Guidelines. Both CIMB Investment and CIMB Securities are under the same ultimate holding company, CIMB Group Holdings Berhad. CIMB Securities is one of the Joint Lead Managers and the Underwriters in relation to the Global Offering. Therefore, CIMB Investment is considered a connected client of CIMB Securities under paragraph 13(7) of the Placing Guidelines. 11

12 The Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers confirm that the Shares subscribed by, and placed to, Hang Seng Bank, HSBC Broking, Credit Suisse Singapore and CIMB Investment were not made on a preferential basis and are held by each of them for and on behalf of independent third parties of the Company and their respective associates (as defined in the Listing Rules) and that there is no lock-up arrangement in respect to such Shares. The Joint Sponsors have applied for and the Stock Exchange has granted a consent under paragraph 5(1) of Appendix 6 of the Placing Guidelines to allow such Offer Shares to be placed to Hang Seng Bank, HSBC Broking, Credit Suisse Singapore and CIMB Investment respectively. The Directors confirm that no Offer Shares have been allocated to applicants who are core connected persons, directors or existing shareholders of the Company or their respective close associates within the meaning of the Listing Rules. The Directors confirm that, save as disclosed herein, none of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Underwriters and their respective affiliated companies and connected clients (as defined in the Placing Guidelines) have taken up any Shares for its own benefit under the Global Offering. The consent to place certain Offer Shares to certain connected clients has been obtained from the Stock Exchange as disclosed in the section headed Cornerstone Investors and Connected Clients in this announcement and in the section headed Our Cornerstone Investors of the Prospectus, and the International Offering is in compliance with the Placing Guidelines. The Directors confirm that no offeree will, individually, be placed more than 10% of the enlarged issued share capital of the Company immediately after the Global Offering (before any exercise of the Over-allotment Option). The Directors confirm that none of the offerees under the International Offering will become a substantial shareholder (as defined in the Listing Rules) of the Company after the International Placing and the number of Shares to be held by the public will satisfy the minimum percentage as prescribed by Rule 8.08 of the Listing Rules. The Directors confirm that the three largest public shareholders of the Company will not hold more than 50% of the Shares to be held in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules. 12

13 BASIS OF ALLOTMENT UNDER THE HONG KONG PUBLIC OFFERING No. of shares applied for No. of valid applications Basis of allotment/ballot Approximate percentage allotted of the total no. of shares applied for POOL A 1,000 2,613 1,000 Shares % 2,000 1,044 1,000 Shares plus 209 out of 1,044 to receive additional 1, % Shares 3,000 1,038 1,000 Shares plus 651 out of 1,038 to receive additional 1, % Shares 4, ,000 Shares 50.00% 5, ,000 Shares plus 211 out of 552 to receive additional 1, % Shares 6, ,000 Shares plus 136 out of 234 to receive additional 1, % Shares 7, ,000 Shares 42.86% 8, ,000 Shares plus 54 out of 149 to receive additional 1, % Shares 9, ,000 Shares plus 47 out of 73 to receive additional 1,000 Shares 40.49% 10, ,000 Shares 40.00% 15, ,000 Shares plus 105 out of 210 to receive additional 1, % Shares 20, ,000 Shares 25.00% 25, ,000 Shares plus 63 out of 100 to receive additional 1, % Shares 30, ,000 Shares 20.00% 35, ,000 Shares plus 42 out of 65 to receive additional 1,000 Shares 18.99% 40, ,000 Shares 17.50% 45, ,000 Shares plus 7 out of 22 to receive additional 1,000 Shares 16.26% 50, ,000 Shares 16.00% 60, ,000 Shares plus 71 out of 102 to receive additional 1, % Shares 70, ,000 Shares 12.86% 80, ,000 Shares 12.50% 90, ,000 Shares 12.22% 100, ,000 Shares 12.00% 200, ,000 Shares 10.00% 300, ,000 Shares 9.33% 400, ,000 Shares 9.00% 500, ,000 Shares 8.60% 600, ,000 Shares 8.50% 700, ,000 Shares 8.43% 800, ,000 Shares 8.25% 900, ,000 Shares 8.11% 1,000, ,000 Shares 8.10% 9,107 13

14 No. of shares applied for No. of valid applications Basis of allotment/ballot Approximate percentage allotted of the total no. of shares applied for POOL B 2,000, ,000 Shares 25.20% 3,000, ,000 Shares 24.80% 4,000, ,000 Shares 24.70% 5,000, ,230,000 Shares 24.60% 6,000, ,470,000 Shares 24.50% 7,000, ,701,000 Shares 24.30% 8,000, ,937,000 Shares 24.21% 10,000, ,411,000 Shares 24.11% 20,000, ,800,000 Shares 24.00% 38 The final number of Offer Shares comprised in the Hong Kong Public Offering is 76,140,000 Shares, representing 10% of the Offer Shares in the Global Offering (before any exercise of the Over-allotment Option). RESULTS OF ALLOCATIONS The results of allocations of Hong Kong Offer Shares in the Hong Kong Public Offering, including applications made on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS and through the White Form eipo Service through the designated White Form eipo website and the Hong Kong identity card/passport/hong Kong business registration numbers of successful applicants will be made available at the times and dates and in the manner specified below:. in the announcement to be posted on the Company s website at and the Stock Exchange s website at by no later than 8:00 a.m. on Monday, June 22, 2015;. from the designated results of allocations website at with a search by ID function on a 24-hour basis from 8:00 a.m. on Monday, June 22, 2015 to 12:00 midnight on Sunday, June 28, 2015;. by telephone enquiry line by calling between 9:00 a.m. and 10:00 p.m. from Monday, June 22, 2015 to Thursday, June 25, 2015;. in the special allocation results booklets which will be available for inspection during opening hours from Monday, June 22, 2015 to Wednesday, June 24, 2015, at all the receiving bank branches and sub-branches as set out in this announcement. 14

15 Standard Chartered Bank (Hong Kong) Limited Hong Kong Island Branch Name 88 Des Voeux Road Branch Hennessy Road Branch Quarry Bay Branch North Point Centre Branch Aberdeen Branch Address 88 Des Voeux Road Central, Central 399 Hennessy Road, Wanchai G/F, Westlands Gardens, 1027 King s Road, Quarry Bay Shop G, G/F, North Point Centre, 284 King s Road, North Point Shop 4A, G/F and Shop 1, 1/F, Aberdeen Centre Site 5, No Nam Ning Street, Aberdeen Kowloon Kwun Tong Branch G/F, 414 Kwun Tong Road, Kowloon Mongkok Branch Tsimshatsui Branch 68 Nathan Road Branch Mei Foo Stage I Branch Shop B, G/F, 1/F & 2/F, Nathan Road, Mongkok G/F, 8A 10 Granville Road, Tsimshatsui Basement, Shop B1, G/F Golden Crown Court, Nathan Road, Tsimshatsui G/F, 1C Broadway, Mei Foo Sun Chuen Stage I, Lai Chi Kok New Territories Metroplaza Branch Shop No , Level 1, Metroplaza, 223 Hing Fong Road, Kwai Chung Tsuen Wan Branch Tai Po Branch Shop C, G/F & 1/F, Jade Plaza, 298 Sha Tsui Road, Tsuen Wan G/F Shop No. 2, Kwong Fuk Road, Tai Po Market, Tai Po 15

16 Bank of Communications Co., Ltd. Hong Kong Branch Hong Kong Island Kowloon New Territories Sub-branch Name Central District Sub-Branch Taikoo Shing Sub-Branch Cheung Sha Wan Plaza Sub-Branch Mongkok Sub-Branch Tseung Kwan O Sub-Branch Sheung Shui Sub-Branch Address G/F., Far East Consortium Building, 125A Des Voeux Road C., Central Shop 38, G/F., City Plaza 2, 18 Taikoo Shing Road Unit G04, Cheung Sha Wan Plaza, 833 Cheung Sha Wan Road Shops A & B, G/F., Hua Chiao Commercial Centre, 678 Nathan Road Shop , Metro City Shopping Arcade, Phase I, Tseung Kwan O Shops , G/F., Sheung Shui Centre Shopping Arcade, Sheung Shui The Company expects to announce the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Monday, June 22, 2015 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), on the Company s website at and the website of the Stock Exchange at Applicants who wish to obtain their results of allocations are encouraged to make use of the Company s Hong Kong Public Offering allocation results enquiry line or to use the designated results of allocations website Applicants applying through their designated CCASS Participants (other than CCASS Investor Participants) can arrange with their designated CCASS Participants to advise them of the number of Offer Shares allocated under their applications. Successful CCASS Investor Participants can check the number of Offer Shares allocated to them via the CCASS Phone System and CCASS Internet System on Monday, June 22, 2015 or from the activity statement that will be made available by HKSCC to them showing the number of Hong Kong Offer Shares credited to their CCASS Investor Participant stock accounts. 16

17 Identification HKPO Identification HKPO Identification HKPO Identification HKPO Document Shares Document Shares Document Shares Document Shares Number(s) Allocated Number(s) Allocated Number(s) Allocated Number(s) Allocated 證件號碼 證件號碼 證件號碼 證件號碼 獲配發股份 獲配發股份 獲配發股份 獲配發股份 D187546A 3000 E D E D E D E D E D E D E D294368A 1000 M D G D G D G083086A D G D G D G A D G A D G A D G A D G A237721A 4000 D G A D G A D G A D G A D G A D G A D G A645992A 4000 D G A D G A D G255794A A775576A 2000 D G A D G A D G A D G A D G A D G A D G A D G A D G A D G A D G A D G A D G A967841A 4000 D G A D G A E G B E G B E G B E G B E213251A 2000 G B E G B613831A 1000 E G B E273028A 1000 H B E H B995567A 1000 E H C E H C E H C E H C E389801A 1000 K C E K C E K C E K C E K C E K C E514246A 1000 K C E515039A 5000 K C E K C E K C438314A 5000 E K C E K C541992A 1000 E K C E K C E K C E K C E K C E K C E K D E K D E K D E K D E K D E K442428A D E K D E K D E K D E K D E K D E K D E890798A 1000 K D E K 分配結果 ( 白表 ) Results of Applications (White Form)

18 Identification HKPO Identification HKPO Identification HKPO Identification HKPO Document Shares Document Shares Document Shares Document Shares Number(s) Allocated Number(s) Allocated Number(s) Allocated Number(s) Allocated 證件號碼 證件號碼 證件號碼 證件號碼 獲配發股份 獲配發股份 獲配發股份 獲配發股份 K Z K Z K Z K Z K Z K Z K Z K Z722973A 1000 K Z K719143A 1000 Z K Z K Z K Z K K K K K K K K K K P P P P P159059A 1000 P P P P335334A 2000 P514537A 1000 P P542144A 1000 P580716A 5000 P584572A 1000 P598780A 5000 P P P P P P R R R R R R R R R R R R R R R V V V V V081265A 1000 V V V XD Y Y Y Y Y Y Z Z Z Z Z Z Z Z Z Z Z Z Z Z 分配結果 ( 白表 ) Results of Applications (White Form)

19 Identification HKPO Identification HKPO Identification HKPO Identification HKPO Document Shares Document Shares Document Shares Document Shares Number(s) Allocated Number(s) Allocated Number(s) Allocated Number(s) Allocated 證件號碼 證件號碼 證件號碼 證件號碼 獲配發股份 獲配發股份 獲配發股份 獲配發股份 G G G521413A G A G A343327A 1000 G A353839A G A G A482860A H014781A 3000 A H A H A H A H A H A H385326A 1000 A H A K A K A K A K A K A K452523A 2000 A K B K493136A 2000 B M B M B P B R C Y C Y C Y C Y C Y C Y C601463A 1000 Z019535A 1000 C Z C Z D Z724271A 2000 D Z D Z D Z D D D D D D D D D D D D D D D D D497941A 2000 D D D D D D D D681552A 6000 E E E E E E E E E E483869A 4000 E E E E E E752954A 1000 E E E G G G341719A 2000 分配結果 ( 黃表 ) Results of Applications (Yellow Form)