CHINA RENEWABLE ENERGY INVESTMENT LIMITED

Transcription

1 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 is for information purposes only and does not constitute any invitation or offer to acquire, purchase, subscribe or otherwise deal in the securities of China Renewable Energy Investment Limited. CHINA RENEWABLE ENERGY INVESTMENT LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 987) (website: (1) PROPOSED OFF-MARKET SHARE BUY-BACK AND (2) RESUMPTION OF TRADING Financial adviser to China Renewable Energy Investment Limited SOMERLEY CAPITAL LIMITED SHARE BUY-BACK AGREEMENT On 24 July 2015, the Company entered into the Share Buy-back Agreement with STAR Butterfly pursuant to which the Company conditionally agreed to buy back and STAR Butterfly conditionally agreed to sell 300,000,000 Preference Shares at the total consideration of HK$93,900,000, equivalent to HK$0.313 per Buy-back Share subject to the terms and conditions of the Share Buy-back Agreement. Completion is conditional upon fulfillment and/or waiver (as the case may be) of the conditions precedent on or before 4:00 p.m. on the Long Stop Date, which include, inter alia, (i) the Disinterested Shareholders having approved the Share Buy-back Agreement and the transactions contemplated thereunder in accordance with the requirement of the Buy-back Code, the Listing Rules and other applicable laws and regulations; and (ii) all necessary approvals, consents and waivers required to be obtained from the SFC and the Stock Exchange in respect of the Share Buy-back Agreement and the transactions contemplated thereunder having been obtained, including the Executive having granted and not having withdrawn his approval of the Share Buy-back, (and if such approvals, consents and waivers are subject to conditions, such conditions being fulfilled or satisfied before Completion) and such approvals, consents and waivers remain valid and effective. Completion will take place on the third Business Day (or such other date as agreed between STAR Butterfly and the Company) after fulfillment and/or waiver (as the case may be) of the conditions precedent under the Share Buy-back Agreement. 1

2 Following Completion, the Buy-back Shares will be cancelled in accordance with the Companies Law and no more Preference Shares will be in issue. BUY-BACK CODE IMPLICATION The Share Buy-back constitutes an off-market share buy-back by the Company under the Buy-back Code. The Company will make an application to the Executive for approval of the Share Buy-back pursuant to Rule 2 of the Buy-back Code. The Executive s approval, if granted, will be conditional upon, among other things, approval of the Share Buy-back by at least three-fourths of the votes cast on a poll by the Disinterested Shareholders at the EGM. EGM The EGM will be convened for the purpose of considering and, if thought fit, approving a resolution for the Share Buy-back Agreement and the transactions contemplated thereunder, including the Share Buy-back. STAR Butterfly and parties acting in concert with it are required to abstain from voting on the resolution(s). To the best knowledge of the Directors, save for these parties, no other Shareholder has an interest in the Share Buyback which is different from all other Shareholders and is required to abstain from voting on the resolution(s). GENERAL The Independent Board Committee comprising all of the three independent non-executive Directors, namely, Mr. TANG Siu Kui, Ernest, Mr. YU Hon To, David and Mr. TIAN Yuchuan, has been established to consider the Share Buy-back and to give recommendation to the Disinterested Shareholders as to how to vote on the resolution(s) to be proposed at the EGM in relation thereof. Mr. WANG Sing, the non-executive Director, is excluded from the Independent Board Committee in giving recommendations in respect of the Share Buy-back as he is a partner of TPG, being an affiliate of STAR Butterfly. An independent financial adviser will be appointed with approval of the Independent Board Committee to advise the Independent Board Committee on the Share Buy-back. Further announcement will be made upon the appointment of the independent financial adviser. A circular containing details of the Share Buy-back Agreement and the Share Buy-back, the letter from the Independent Board Committee giving its recommendation to the Disinterested Shareholders on the Share Buy-back, the letter from the independent financial adviser containing its advice to the Independent Board Committee on the Share Buy-back and the notice of the EGM will be despatched to the Shareholders within 21 days from the date of this announcement, which in this case would be on or before 20 August 2015 or such later date as the Executive may approve. As Completion is subject to fulfillment and/or waiver (as the case may be) of the conditions precedent pursuant to the Share Buy-back Agreement, the Share Buy-back may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. 2

3 TRADING HALT AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange were halted with effect from 9:00 a.m. on 27 July 2015 pending release of this announcement. An application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 31 July THE SHARE BUY-BACK AGREEMENT Date: 24 July 2015 Parties: (i) the Company, as purchaser; and (ii) STAR Butterfly, as vendor To the best of the Directors knowledge, information and belief having made all reasonable enquiries, save for STAR Butterfly s interest in the Buy-back Shares and Mr. WANG Sing, being the non-executive Director and also a partner of TPG (which is an affiliate of STAR Butterfly), STAR Butterfly and its ultimate beneficial owner are third parties independent of the Company and not connected with the Company or its connected persons. Buy-back Shares Subject to the terms and conditions of the Share Buy-back Agreement, the Company conditionally agreed to buy back and STAR Butterfly conditionally agreed to sell 300,000,000 Preference Shares free and clear from all encumbrances and together with all rights attaching to them, including all rights to any dividend or other distribution declared made or paid, the record date of which is on or after the date of Completion. The Buy-back Shares represent all the Preference Shares in issue as at the date of this announcement, and, to the best of knowledge of the Directors, are also all the shareholding and interest in the Company owned by STAR Butterfly. Consideration The total consideration for the Buy-back Shares is HK$93,900,000, equivalent to HK$0.313 per Buy-back Share, and will be payable in cash. The Buy-back Price was determined following arm s length commercial negotiations between the Company and STAR Butterfly, taking into account the movements in the price of the Shares over a period of time and prevailing market conditions. The Buy-back Price represents: (a) a discount of approximately 6.57% to the closing price of HK$0.335 per Share as quoted on the Stock Exchange on the Last Trading Day; 3

4 (b) (c) (d) (e) (f) a premium of approximately 0.32% over the average closing price of approximately HK$0.312 per Share based on the daily closing prices of the Shares as quoted on the Stock Exchange for the five consecutive trading days immediately prior to and including the Last Trading Day; a premium of approximately 6.10% over the average closing price of approximately HK$0.295 per Share based on the daily closing prices of the Shares as quoted on the Stock Exchange for the ten consecutive trading days immediately prior to and including the Last Trading Day; a premium of approximately 10.60% over the average closing price of approximately HK$0.283 per Share based on the daily closing prices of the Shares as quoted on the Stock Exchange for the 20 consecutive trading days immediately prior to and including the Last Trading Day; a premium of approximately 2.29% over the average closing price of approximately HK$0.306 per Share based on the daily closing prices of the Shares as quoted on the Stock Exchange for the 30 consecutive trading days immediately prior to and including the Last Trading Day; and a discount of approximately 58.04% to the audited net asset value per Share attributable to Shareholders as at 31 December 2014 of approximately HK$0.746 per Share. Conditions to Completion Completion will be conditional upon the fulfillment and/or waiver (as the case may be) of the following conditions: (a) (b) (c) Disinterested Shareholders having approved the Share Buy-back Agreement and the transactions contemplated thereunder in accordance with the requirements of the Buyback Code, the Listing Rules and other applicable laws and regulations; all necessary approvals, consents and waivers required to be obtained from the SFC and the Stock Exchange in respect of the Share Buy-back Agreement and the transactions contemplated thereunder having been obtained, including the Executive having granted and not having withdrawn his approval of the Share Buy-back, (and if such approvals, consents and waivers are subject to conditions, such conditions being fulfilled or satisfied before Completion) and such approvals, consents and waivers remain valid and effective; and as at the date of the Share Buy-back Agreement and the date of Completion, the warranties and representations given by the parties to the Share Buy-back Agreement, being the STAR Butterfly s warranties or the Company s warranties (as the case may be), being true and accurate in all material respects. 4

5 Conditions (a) and (b) may not be waived. Each party may at any time waive in writing any of the warranties and representations given by the other party in condition (c) above, being the STAR Butterfly s warranties or the Company s warranties (as the case may be), and such waiver may be made subject to such terms and conditions as may be determined by such party. If the conditions have not been fulfilled and/or waived (as the case may be) by the relevant party on or before 4:00 p.m. on the Long Stop Date, the Share Buy-back Agreement will lapse, whereupon all rights and obligations of the Company and STAR Butterfly will cease to have effect except any antecedent rights and obligations of the parties already accrued before the lapse. Waiver on restriction to transfer to non-affiliates As disclosed in the announcement dated 14 October 2010 and the circular dated 5 November 2010 of the Company, the Preference Shares are non-redeemable and, under the Investment Agreement, STAR Butterfly shall not transfer any of the 300,000,000 Preference Shares to any person, other than to its Affiliate in accordance with the Investment Agreement. In order to facilitate the Share Buy-back, subject to fulfillment of conditions (a) and (b) above, the Company will grant a one-off waiver to the restriction on transfer of the Buy-back Shares by STAR Butterfly to any person other than its Affiliates under the Investment Agreement in respect of the Share Buy-back. Such waiver will cease to have effect immediately upon the lapse, termination or rescission of the Share Buy-back Agreement. Save for such waiver, all other clauses, provisions, stipulations and schedules of the Investment Agreement will remain unchanged and continue to be in force and effect in all respects. Completion Completion will take place on the third Business Day (or such other date as agreed between STAR Butterfly and the Company) after fulfillment and/or waiver (as the case may be) of the conditions precedent under the Share Buy-back Agreement. Following Completion, the Buy-back Shares will be cancelled in accordance with the Companies Law and no more Preference Shares will be in issue. Rescission or termination of the Share Buy-back Agreement If (a) at any time before Completion, any party has not complied with the material covenants or agreements contained in the Share Buy-back Agreement to be complied with by it and such non-compliance is incapable of remedy or, if remediable, not remedied within 10 Business Days; (b) at any time before Completion, there is any fact or event which would be a material breach of any of the warranties when repeated at Completion or would give rise to a claim under the Share Buy-back Agreement, and such breach is incapable of remedy or, if remediable, not remedied within 10 Business Days; or (c) on the date of Completion, the other party fails to or will be unable to fulfil or comply with any of its obligations at Completion, then the non-defaulting party may in its sole discretion without any liability on its part, by notice in writing to the defaulting party: (a) defer Completion to a date not more than 20 Business Days after the original date of Completion and require the defaulting party to rectify all its default no later than 12:00 noon on the deferred date of Completion; or 5

6 (b) (c) proceed to Completion so far as practicable; or rescind or terminate the Share Buy-back Agreement forthwith, in which case all rights and obligations of the Company and STAR Butterfly will cease to have effect except any antecedent rights and obligations of the parties already accrued before the rescission or termination. Funding the Share Buy-back The Company will fund the Share Back-back from the Company s available cash flow, working capital facilities and/or external financing. Under the Companies Law, any buy-back of shares by the Company may only be funded out of the Company s profits, a fresh issue of Shares made for the purpose, the Company s share premium account, or if so authorised by its articles of association and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company s share premium account, or, if so authorised by its articles of association and subject to the provisions of the Companies Law, out of capital. The Company has sufficient funds available as required under the Companies Law to effect the Share Buy-back. REASONS FOR AND BENEFITS OF THE SHARE BUY-BACK Reference is made to the Company s announcements dated 14 October 2010 and 23 November 2010, respectively and the Company s circular dated 5 November On 14 October 2010, the Company entered into the Investment Agreement with STAR Butterfly, pursuant to which the Company agreed to allot and issue, and STAR Butterfly agreed to subscribe for, 300,000,000 Preference Shares subject to the terms thereof. On 23 November 2010, completion of the Investment Agreement took place and the Company allotted and issued a total of 300,000,000 Preference Shares to STAR Butterfly at HK$0.65 each in accordance with the terms of the Investment Agreement. The Preference Shares entitle the holder of the right to convert all or any of them into Shares at the initial conversion rate of 1 Preference Share to 1 Share (subject to adjustments upon occurrence of certain adjusting event as set out in the articles of association of the Company) at any time after issue so long as the public float requirement under the Listing Rules is met. The Preference Shares are non-redeemable and rank in priority to Shares in the event of any liquidation, dissolution, winding up of the Company, whether voluntary or not, or a sale, lease, license or any form of disposal of all or substantially all of the assets of the Company, in one or a series of related transactions. On any payment of dividends or distribution or return of capital (other than on a liquidation, dissolution or winding up), the Preference Shares shall rank pari passu with the Shares. Details of the features of the Preference Shares are set out in the circular of the Company dated 5 November

7 Given the Buy-back Shares represent 56% of the total trading volume during the 12-month period preceding and including the Last Trading Day, the Company considers that, should STAR Butterfly elect to convert the Preference Shares into Shares and dispose of the Shares in the market, such disposal may exert a downward pressure on the Share prices over a considerable period of time and affect the Shareholders as a whole. Despite certain additional rights carried by the Preference Shares as compared to the Shares, the Directors consider that, given the Preference Shares are perpetual in nature with no redemption feature and its holder will receive the same dividend or distribution or return of capital (other than on a liquidation, dissolution or winding up) as the Shareholders, the Preference Shares can validly be compared with the Shares. In considering the Share Buy-back, the Company has taken into consideration that: (i) (ii) the Buy-back Price is at a discount of approximately 6.57% to the closing price of HK$0.335 per Share on the Last Trading Day; the share capital of the Company will be simplified and the dividend or other distribution per Share, if any, will be enhanced in the future; and (iii) the Share Buy-back will result in approximately 6.65% enhancement in net asset value per Share on a fully diluted basis based on audited balance sheet of the Company as at 31 December In view of the above, the Directors (excluding the independent non-executive Directors whose views will be set out in the Circular) consider that the terms of the Share Buy-back Agreement are fair and reasonable and the Share Buy-back is in the interests of the Company and the Shareholders as a whole. EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY The following table illustrates the Company s shareholding structure (i) as at the date of this announcement; (ii) assuming full conversion of the Buy-back Shares before Completion; and (iii) immediately upon Completion and cancellation of the Buy-back Shares: Shareholders As at the date of this announcement Number of Approximate Shares % Assuming full conversion of the Buy-back Shares before Completion Number of Shares Approximate % Immediately upon Completion and cancellation of the Buy-back Shares Number of Shares Approximate % HKC 1,275,540, % 1,275,540, % 1,275,540, % Mr. OEI Kang, Eric and his close associate 453,884, % 453,884, % 453,884, % STAR Butterfly and parties acting in concert with it 0.00% 300,000, % 0.00% Public Shareholders 626,946, % 626,946, % 626,946, % Total 2,356,371, % 2,656,371, % 2,356,371, % 7

8 INFORMATION ON THE COMPANY The Group is principally engaged in alternative energy business and its operations are mainly in the PRC. As at the date of this announcement, the Company has 2,356,371,843 Shares and 300,000,000 Preference Shares in issue. The Company is a non-wholly owned subsidiary of HKC, a Bermuda company whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 190). As at the date of this announcement, HKC is beneficially interested in 1,275,540,924 Shares, representing approximately 54.13% of the issued share capital of the Company. Save for the Preference Shares, the Company has no other outstanding convertible securities, options, warrants or derivatives in issue which confer any right to subscribe for, convert or exchange into Shares and/or rights over Shares in issue. INFORMATION ON STAR BUTTERFLY STAR Butterfly is owned and controlled by TPG Star, L.P., an investment fund of TPG Growth. TPG Growth is the middle market and growth equity investment platform of TPG, the global private investment firm. TPG Growth has more than US$7 billion in assets under management and committed capital, and targets investments in a broad range of industries and geographies, with a significant focus on the U.S. and large emerging markets such as China, India, Brazil and Southeast Asia. TPG Growth has the deep sector knowledge, operational resources and global experience to drive value creation and help companies reach their full potential. BUY-BACK CODE IMPLICATION The Share Buy-back constitutes an off-market share buy-back by the Company under the Buyback Code. The Company will make an application to the Executive for approval of the Share Buy-back pursuant to Rule 2 of the Buy-back Code. The Executive s approval, if granted, will be conditional upon, among other things, approval of the Share Buy-back by at least threefourths of the votes cast on a poll by the Disinterested Shareholders at the EGM. OTHER DISCLOSURE PURSUANT TO TAKEOVERS CODE The Company confirms that as at the date of this announcement: (i) save for the Share Buy-back Agreement and the Investment Agreement, there is no arrangement (whether by way of option, indemnity or otherwise) of any kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the Preference Shares and which might be material to the Share Buy-back; (ii) save for the Share Buy-back Agreement, there is no agreement or arrangement to which the Company is a party which relates to circumstances in which it may or may not seek to invoke a pre-condition or a condition to the Share Buy-back; (iii) the Company has not received any irrevocable commitment to approve or vote against the Share Buy-back Agreement and the Share Buy-back; and 8

9 (iv) save for the share option scheme of the Company adopted on 27 May 2008, there is no outstanding derivative in respect of the securities in the Company entered into by the Company. EGM The EGM will be convened for the purpose of considering and, if thought fit, approving a resolution for the Share Buy-back Agreement and the transactions contemplated thereunder, including the Share Buy-back. STAR Butterfly and parties acting in concert with it are required to abstain from voting on the resolution(s). To the best knowledge of the Directors, save for these parties, no other Shareholder has an interest in the Share Buy-back which is different from all other Shareholders and is required to abstain from voting on the resolution(s). GENERAL The Independent Board Committee comprising all of the three independent non-executive Directors, namely, Mr. TANG Siu Kui, Ernest, Mr. YU Hon To, David and Mr. TIAN Yuchuan, has been established to consider the Share Buy-back and to give recommendation to the Disinterested Shareholders as to how to vote on the resolution(s) to be proposed at the EGM in relation thereof. Mr. WANG Sing, the non-executive Director, is excluded from the Independent Board Committee in giving recommendations in respect of the Share Buy-back as he is a partner of TPG, being an affiliate of STAR Butterfly. An independent financial adviser will be appointed with approval of the Independent Board Committee to advise the Independent Board Committee on the Share Buy-back. Further announcement will be made upon the appointment of the independent financial adviser. A circular containing details of the Share Buy-back Agreement and the Share Buy-back, the letter from the Independent Board Committee giving its recommendation to the Disinterested Shareholders on the Share Buyback, the letter from the independent financial adviser containing its advice to the Independent Board Committee on the Share Buy-back and the notice of the EGM will be despatched to the Shareholders within 21 days from the date of this announcement, which in this case would be on or before 20 August 2015 or such later date as the Executive may approve. As Completion is subject to fulfillment and/or waiver (as the case may be) of conditions precedent pursuant to the Share Buy-back Agreement, the Share Buy-back may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. TRADING HALT AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange were halted with effect from 9:00 a.m. on 27 July 2015 pending release of this announcement. An application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 31 July

10 DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: acting in concert Affiliate(s) Board Business Day Buy-back Code Buy-back Price Buy-back Shares Circular has the meaning ascribed to it under the Takeovers Code any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person; and for the purpose of this definition, control means (i) the ownership or control (directly or indirectly) of more than 50% of the voting share capital of a person; or (ii) the ability to direct the casting of more than 50% of the votes exercisable at general meetings of such person on all or substantially all matters; or (iii) the power to appoint or elect the majority of the board of directors or any equivalent body; or (iv) the power to control the decision making process of such person on all or substantially all matters and controlled, controlling and control shall be construed accordingly the board of Directors a day on which commercial banks are open for business in Hong Kong (excluding Saturdays, Sundays and public holidays and any weekday on which typhoon signal no. 8 or higher is hoisted or a black rainstorm warning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.) the Hong Kong Code on Share Buy-backs HK$0.313 per Buy-back Share to be payable by the Company for the Share Buy-back 300,000,000 Preference Shares legally and beneficially owned by STAR Butterfly and to be sold to the Company under the Share Buy-back Agreement, representing all of the Preference Shares held by STAR Butterfly, and each a Buyback Share a circular containing, amongst others, details of the Share Buy-back Agreement and the Share Buy-back, the letter from the Independent Board Committee giving its recommendation to the Disinterested Shareholders on the Share Buy-back, the letter from the independent financial adviser containing its advice to the Independent Board Committee on the Share Buy-back and the notice of the EGM to be issued and despatched by the Company to the Shareholders 10

11 close associate Companies Law Company Completion Director(s) Disinterested Shareholders EGM Executive Group HK$ HKC Hong Kong has the meaning ascribed to it under the Listing Rules Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands China Renewable Energy Investment Limited (stock code: 987), a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange completion of the Share Buy-back in accordance with the terms and conditions of the Share Buy-back Agreement the director(s) of the Company Shareholders other than STAR Butterfly and parties acting in concert with it the extraordinary general meeting to be convened by the Company for the purpose of approving the Share Buyback Agreement and the transactions contemplated therein, including the Share Buy-back the Executive Director of the Corporate Finance Division of the SFC or any of his delegates the Company and its subsidiaries Hong Kong dollar(s), the lawful currency of Hong Kong HKC (Holdings) Limited, a Bermuda company whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 190), is holding approximately 54.13% interest in the Company as at the date of this announcement the Hong Kong Special Administrative Region of the PRC 11

12 Independent Board Committee Investment Agreement Last Trading Day Listing Rules Long Stop Date PRC Preference Share(s) SFC Share(s) Share Buy-back a committee of the Board comprising all of the three independent non-executive Directors, namely, Mr. TANG Siu Kui, Ernest, Mr. YU Hon To, David and Mr. TIAN Yuchuan, established for the purpose of advising and giving recommendation to the Disinterested Shareholders on the Share Buy-back investment agreement dated 14 October 2010 entered into amongst the Company (as issuer) and STAR Butterfly (as investor) in relation to the subscription of 300,000,000 Preference Shares, details of which are set out in the Company s announcements dated 14 October 2010 and 23 November 2010, respectively and the Company s circular dated 5 November July 2015, being the last trading day on which the Shares were traded on the Stock Exchange prior to the issue and publication of this announcement the Rules Governing the Listing of Securities on the Stock Exchange 31 December 2015 or such later date as agreed by the Company and STAR Butterfly the People s Republic of China but excluding, for the purposes of this announcement, Hong Kong, the Macau Special Administrative Region and Taiwan the non-voting convertible preference share(s) with a par value of HK$0.01 each in the capital of the Company with the rights set out in article 3(3) of the articles of association of the Company the Securities and Futures Commission of Hong Kong ordinary share(s) of HK$0.01 each in the share capital of the Company the proposed buy-back of the Buy-back Shares by the Company from STAR Butterfly pursuant to the terms and conditions of the Share Buy-back Agreement 12

13 Share Buy-back Agreement Shareholder(s) STAR Butterfly Stock Exchange Takeovers Code the share buy-back agreement dated 24 July 2015 entered into between the Company and STAR Butterfly in relation to the Share Buy-back holder(s) of the Shares STAR Butterfly Energy, Ltd., a company incorporated under the laws of the Cayman Islands The Stock Exchange of Hong Kong Limited the Hong Kong Code on Takeovers and Mergers % per cent. By order of the Board of China Renewable Energy Investment Limited OEI Kang, Eric Chairman and Chief Executive Officer Hong Kong, 30 July 2015 As at the date of this announcement, the Board comprises seven Directors, of which Mr. OEI Kang, Eric, Mr. LEUNG Wing Sum, Samuel and Mr. WONG Jake Leong, Sammy are executive Directors; Mr. WANG Sing is non-executive Director (with Mr. HUNG Leung as his alternate); and Mr. TANG Siu Kui, Ernest, Mr. YU Hon To, David and Mr. TIAN Yuchuan are independent non-executive Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading. This announcement was originally prepared in English and was subsequently translated into Chinese. In the event of any inconsistency between the two texts, the English text of this announcement shall prevail over the Chinese text. 13