GRANDTOP INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability)

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1 This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the 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 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. GRANDTOP INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2309) (1) PROPOSED CONDITIONAL OFFER BY THE COMPANY TO ACQUIRE ALL THE ISSUED SHARE CAPITAL OF BIRMINGHAM CITY PLC NOT ALREADY OWNED BY THE COMPANY WHICH CONSTITUTES A VERY SUBSTANTIAL ACQUISITION AND (2) OPEN OFFER OF NOT LESS THAN 1,961,694,400 OFFER SHARES AND NOT MORE THAN 2,003,294,400 OFFER SHARES ON THE BASIS OF EIGHT OFFER SHARES FOR EVERY FIVE EXISTING SHARES HELD ON THE RECORD DATE AND (3) RESUMPTION OF TRADING FINANCIAL ADVISER TO GRANDTOP INTERNATIONAL HOLDINGS LIMITED UNDERWRITER OF THE OPEN OFFER SUMMARY The Board is pleased to announce today the terms of an offer which is intended to be made by the Company for the entire issued share capital of BCFC not already owned by the Company. 1

2 Under the terms of the General Offer, when made, BCFC Shareholders will receive, for each BCFC Share to which the Offer relates 100 pence (approximately HK$12.80) in cash. This represents: (i) a 55 per cent. premium over the closing price of 64.5 pence (approximately HK$8.256) per BCFC Share on 20th August 2009 (being the last business day prior to the announcement made by the Company of the General Offer); and (ii) a 240 per cent. premium over the average closing price of BCFC Shares over the last 6 months up to and including 20th August, At the date of this announcement, the Company owns 24,375,975 BCFC Shares representing approximately 29.9 per cent. of the entire issued share capital of BCFC. The Company has received irrevocable undertakings from certain BCFC Shareholders to accept or procure the acceptance of the General Offer in respect of a total of 40,757,026 BCFC Shares, representing, in aggregate, approximately 50.0 per cent. of the existing issued share capital of BCFC. The Company therefore owns and has received irrevocable undertakings to accept the General Offer in respect of a total of 65,133,001 BCFC Shares, representing, in aggregate, approximately 79.9 per cent. of the existing issued share capital of BCFC. If, as a result of the General Offer or otherwise, the Company holds or acquires a total of 75 per cent. or more of the voting rights of BCFC, and subject to the General Offer becoming or being declared unconditional in all respects, the Company intends to procure that BCFC applies to cancel the admission to trading of the BCFC Shares on AIM. This announcement does not constitute an announcement of the General Offer. An announcement of the full terms of the General Offer, i.e. the Offer Announcement, was released after 7:00 a.m. (London time) on 21st August 2009 in the United Kingdom and published on the London Stock Exchange website, under the name of Grandtop International Holdings Limited. Shareholders should refer to the full text of the Offer Announcement. The Offer Document is normally required, under the UK Takeover Code, to be despatched to BCFC Shareholders within 28 days of the Offer Announcement. 2

3 Very Substantial Acquisition The acquisition of the BCFC Shares by the Company (excluding those already owned by the Company) pursuant to the General Offer, if made, will constitute a very substantial acquisition for the Company under the Listing Rules, and is subject to the applicable disclosure and shareholders approval requirements under the Listing Rules. The payment of the Offer consideration (assuming that all holders of BCFC Shares to which the Offer relates accept the Offer) will require the payment by the Company of 57,129,025 (approximately HK$731,251,520). The Directors consider that the acquisition of BCFC Shares pursuant to the General Offer is fair and reasonable and is in the interests of the Shareholders as a whole. Open Offer The Company proposes to raise not less than approximately HK$784,677,760 before expenses (assuming all the outstanding Options are not exercised on or before the Record Date) and not more than approximately HK$801,317,760 (assuming all the outstanding Options are fully exercised on or before the Record Date), by way of Open Offer of not less than 1,961,694,400 Offer Shares (assuming all the outstanding Options are not exercised on or before the Record Date) and not more than 2,003,294,400 Offer Shares (assuming all the outstanding Options are fully exercised on or before the Record Date) to Qualifying Shareholders, at a price of HK$0.40 per Offer Share on the basis of eight Offer Shares for every five existing Shares held on the Record Date and payable in full on acceptance. The Open Offer will not be extended to the Prohibited Shareholders. The Open Offer is only available to the Qualifying Shareholders. To qualify for the Open Offer, all transfers of Shares must be lodged for registration with the Registrar by 4:30 p.m. on Friday, 11th September, The register of members of the Company will be closed from Monday, 14th September, 2009 to Wednesday, 16th September, 2009, both dates inclusive, to determine the eligibility of the Open Offer. As at the date of the Underwriting Agreement, Great Luck, Mr. Yeung, Premier Rise and Ms. Leung were interested in 124,924,000, 53,304,000, 63,000,000 and 13,245,000 Shares, respectively. Each of Great Luck, Mr. Yeung, Premier Rise and Ms. Leung has given the Undertaking in favour of the Company and the Underwriter to subscribe for 199,878,400, 85,286,400, 100,800,000 and 21,192,000 Offer Shares to which they are entitled under the Open Offer, respectively. The Underwriter has conditionally agreed to underwrite the Offer Shares (other than the Offer Shares agreed to be taken up by Great Luck, Mr. Yeung, Premier Rise and Ms. Leung) which have not been taken up. Accordingly, the Open Offer is fully underwritten. 3

4 The estimated net proceeds from the Open Offer will be approximately HK$750,000,000. The Board intends to apply such proceeds from the Open Offer directly or indirectly for the Acquisition. However, the Open Offer and the Acquisition are not interconditional. Warning of the risk of dealings in the Shares Shareholders and potential investors should note that the Open Offer is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Open Offer may or may not proceed. Shareholders and potential investors should exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers. Shareholders should note that the Shares will be dealt in on an ex-entitlement basis commencing from Thursday, 10th September, 2009 and that dealing in Shares will take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled. Any Shareholder or other person dealing in Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled (which is expected to be on Tuesday, 6th October, 2009), will accordingly bear the risk that the Open Offer cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional adviser. As the Open Offer will increase the issued share capital of the Company by more than 50%, pursuant to Rule 7.24(5)(a) of the Listing Rules, the Open Offer will be subject to approval by Independent Shareholders at the EGM. As at the date of this announcement, the Company has no controlling Shareholder and Mr. Yeung and Mr. Hui, both executive Directors, have interest in the Shares. As such, Mr. Yeung and Mr. Hui and their respective associates (including Ms. Leung, being an associate of Mr. Hui) will abstain from voting in favour of the resolution to approve the Open Offer at the EGM. An independent board committee of the Company comprising the independent non-executive Directors will be appointed to make recommendations to the Independent Shareholders in respect of the Open Offer. The members of the independent board committee of the Company have no material interest in the Open Offer. Cinda International Capital Limited will be appointed as an independent financial adviser to advise the independent board committee of the Company and the Independent Shareholders as to whether the terms and conditions of the Open Offer are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 4

5 A circular containing, among other things, (i) details of the Acquisition and the Open Offer; (ii) information on BCFC; (iii) a letter of recommendation from the independent board committee of the Company to the Independent Shareholders in respect of the Open Offer; (iv) a letter of advice from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders on the Open Offer; and (v) a notice to convene the EGM to approve the Acquisition the General Offer and the Open Offer will be despatched to the Shareholders as soon as practicable. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading of the Shares on the Stock Exchange was suspended from 9:30 a.m. on 21st August, 2009, pending the issue of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 24th August, THE GENERAL OFFER The Board is pleased to announce today the terms of an offer which is intended to be made by the Company for the entire issued share capital of BCFC not already owned by the Company. To the best of the Directors knowledge information and belief having made all reasonable enquiry, other than in relation to BCFC Shares held by the Company, all other shareholders of BCFC (including their beneficial owners) are Independent Third Parties. 1. Summary of the General Offer Under the terms of the General Offer, which, when made, will be subject to the terms and conditions set out in the Appendix to this announcement and to the full terms and conditions to be set out in the Offer Document, BCFC Shareholders will be entitled to receive for each BCFC Share 100 pence in cash (approximately HK$12.80) for all the outstanding BCFC Shares other than those already held by the Company. This represents: (i) a 55 per cent. premium over the closing price of 64.5 pence (approximately HK$8.256) per BCFC Share on 20th August, 2009 (being the last business day prior to the announcement made by the Company of the General Offer); and (ii) a 240 per cent. premium over the average closing price of BCFC Shares over the last 6 months up to and including 20th August, The BCFC Shares which are the subject of the General Offer will be acquired fully paid and free from all liens, charges, equities, equitable interests, encumbrances, rights of pre-emption or other third party rights of any nature and together with all rights attaching to such BCFC Shares, including the right to receive all dividends and other distributions declared, paid or made on or after the date of the Offer Document. 5

6 The price per BCFC Share under the General Offer was arrived at after arm s length negotiations on a commercial basis and having reference to the asking price of other football clubs in the United Kingdom both in the Premier League and the Championship League. On 20th August, 2009, the Company entered into an escrow agreement ( Escrow Agreement ) with BCFC and the lawyers acting for BCFC in relation to the proposed Acquisition. A 3,000,000 deposit was paid by the Company to the escrow agent to be held in escrow as part of the commercial arrangements for the Acquisition. This deposit is refundable to the Company in the event, inter alia, of certain breaches of the terms of the irrevocable undertakings given by the irrevocable givers as detailed herein. If the Acquisition proceeds to completion by way of the General Offer being made and then being declared unconditional in all respects ( Unconditional Declaration ) by 30th October, 2009 ( Timely Completion ), this deposit will be used as part of the consideration for the Acquisition by having it transferred out of escrow to the receiving agent for the General Offer to be paid out to those BCFC Shareholders who have accepted the General Offer. The deposit will be paid to BCFC if the Company does not achieve Timely Completion or the Offer Announcement is not made before 1st October, For further details of the escrow arrangement relating to the deposit, please see the announcement of BCFC as Appendix B to this announcement. The Directors (including the Independent non-executive Directors) are of the view that payment of the 3,000,000 deposit is fair and reasonable because it allows the Company to secure the Acquisition on the current terms and conditions. The Directors (including the Independent non-executive Directors) believe that the Acquisition has the potential to materially and positively transform the Company s business and provide unparalleled opportunities for the Group and as such are of the view that using a substantial amount of the Company's asset to secure this deal is fair and reasonable and in the interest of Shareholders as a whole. The deposit exceeds 8% of the total assets of the Company and represents approximately 31.13% of the total assets of the Company as at 20th August, With respect to the Deposit of 3,000,000, the Stock Exchange is looking into the matter of whether this payment should be subject to applicable requirements of Chapter 14 of the Listing Rules including, in particular, prior shareholder approval. 2. Conditions to the General Offer The General Offer will be conditional upon, among other things: 2.1 Acceptances Valid acceptances being received in respect of not less than per cent. (or such lower percentage as the Company may decide) in nominal value of the BCFC Shares to which the General Offer relates. However, this condition will not be satisfied unless the Company and/or its related parties shall hold, have acquired or agreed to acquire in aggregate more than per cent. of the voting rights then normally exercisable at a general meeting of BCFC. 6

7 2.2 Shareholders approval The passing at the EGM (or at any adjournment of such meeting(s)) of such resolutions as may be necessary as required under the Listing Rules or other applicable laws and regulations to approve, implement, and effect the General Offer and the acquisition of the BCFC Shares pursuant to the General Offer. Shareholders holding in aggregate approximately per cent. of the entire issued share capital of the Company have irrevocably undertaken to vote in favour of any resolutions to approve the Acquisition at the EGM. Further details of the conditions to the General Offer are set out in the Appendix to this announcement. IRREVOCABLE UNDERTAKINGS The Company currently holds 24,375,975 BCFC Shares, representing approximately 29.9 per cent. of the existing share capital of BCFC. The Company has received irrevocable undertakings from four BCFC Shareholders to accept or procure the acceptance of the General Offer in respect of a total of 40,757,026 BCFC Shares, representing, in aggregate, approximately 50.0 per cent. of BCFC s existing issued share capital, under which the relevant BCFC Shareholders have, among other terms, agreed to accept or procure the acceptance of the General Offer, and not to withdraw their acceptances of the General Offer and procure that such acceptances are not withdrawn, in respect of all their respective shareholdings in BCFC by no later than 5:00 p.m. (London time) of the seventh day after the despatch of the Offer Document. The Company therefore owns and has received irrevocable undertakings to accept the General Offer in respect of a total of 65,133,001 BCFC Shares, representing, in aggregate, approximately 79.9 per cent. of the existing issued share capital of BCFC. DELISTING AND COMPULSORY ACQUISITION As set out above, the Company owns and has received irrevocable undertakings to accept the General Offer in respect of a total of 65,133,001 BCFC Shares, representing, in aggregate, approximately 79.9 per cent. of the existing issued share capital of BCFC. Subject to the Company holding or acquiring, by virtue of the General Offer or otherwise, BCFC Shares carrying, when aggregated with its current holding, 75 per cent. or more of the voting rights of BCFC, and subject to the General Offer becoming or being declared unconditional in all respects, the Company intends to procure that BCFC applies to give notice in accordance with the AIM Rules for the cancellation of the admission to trading of BCFC Shares on AIM. It is intended that BCFC Shares will cease to be admitted to trading on AIM shortly after the General Offer is declared wholly unconditional in all respects. 7

8 If the Company receives acceptances under the General Offer in respect of, or otherwise acquires, 90 per cent. or more of the BCFC Shares to which the General Offer relates, the Company intends to exercise its rights pursuant to section 979 to 982 (inclusive) of the Act to acquire compulsorily the remaining BCFC Shares in respect of which the General Offer has not been accepted. This announcement does not constitute an announcement of the General Offer. An announcement of the full terms of the General Offer, i.e. the Offer Announcement, was released after 7:00 a.m. (London time) on 21st August 2009 in the United Kingdom and published on the London Stock Exchange website, under the name of Grandtop International Holdings Limited. Shareholders should refer to the full text of the Offer Announcement. The General Offer, and acceptances thereof, will be governed by English law and will be subject to the jurisdiction of the English courts. FINANCING THE GENERAL OFFER The payment of the Offer consideration (assuming that all holders of BCFC Shares to which the Offer relates accept the Offer) will require the payment by the Company of 57,129,025 (approximately HK$731,251,520). To the extent that the Open Offer is approved and completed, the proceeds of the Open Offer will be used directly or indirectly to finance the Acquisition. Any amounts not used for the Acquisition will be used for the Group s general working capital and costs for the Acquisition. The Company has entered into a loan facility agreement with Best China Limited, a company beneficially owned by Mrs. Chu Yuet Wah, the controlling shareholder of Kingston Securities Limited on 13 August, 2009 for a loan of up to HK$690,000,000 and HK$690,000,000 has been drawn down under the facility in order for the Company to be in a position to pay the required amount to accepting BCFC Shareholders under the General Offer. Upon the completion of the Open Offer, the proceeds of the Open Offer will be used directly or indirectly to finance the Acquisition and/or repay the amount drawndown under the loan facility agreement. Repayment and payment of amounts due under the loan facility agreement by the Company has been guaranteed by Mr. Yeung and Mr. Hui and secured by a debenture over the assets of the Company including the 24,375,975 BCFC Shares already owned by the Company and those to be acquired by the Company under the General Offer. In the event the Open Offer is not approved, the Company will seek third party financing to repay the loan or negotiate the extension of the repayment period of the loan. INFORMATION ON BCFC BCFC is a company the shares of which are quoted the AIM market of the London Stock Exchange and which owns a premier league football club. 8

9 Below are the audited consolidated financial information on BCFC for the two years ended 31st August, 2007 and 31st August, 2008 which were prepared in accordance with International Financial Reporting Standards (IFRS) and are extracted from the audited consolidated financial statements of BCFC, and the unaudited consolidated financial information on BCFC for the six months period ended 28th February, 2009: For the year ended 31st August, 2007 (audited) For the year ended 31st August, 2008 (audited) For the six months period ended 28th February, 2009 (unaudited) (restated) ( ) ( ) ( ) Turnover 25,039,000 49,836,000 15,614,000 Profit/(Loss) before taxation (6,634,000) 4,296,000 (3,856,000) Profit/(Loss) after taxation (4,745,000) 2,596,000 (2,791,000) Net Assets 9,044,000 11,640,000 8,849,000 Total Assets 57,418,000 47,598,000 33,714,000 The market value of BCFC as at the close of business on 20th August, 2009 is approximately 52.6 million. REASONS FOR AND BENEFITS OF THE ACQUISITION The Group is principally engaged in the provision of apparel sourcing and sportswear and apparel trading. The Company acquired a 29.9 per cent. equity interest in BCFC in The Board believes that the acquisition of a controlling interest in BCFC would open up numerous opportunities for the Group to expanding and diversify its business and revenue stream, especially in the PRC market. For example, following completion of the Acquisition, the Group could distribute BCFC products and apparel and the Group could in conjunction with this develop football schools in Asia, develop chainstore franchising, sports education, merchandising and media operations, all in line and in connection with the current businesses of the Group. The Directors believe that owning a UK Premier League football club can create unparalleled opportunities for the Group in the sports and related fields, especially in the PRC. This is expected to bring the Group a diversified range of income which would be beneficial to the Group and Shareholders as a whole. The Directors (including the independent non-executive Directors) are of the view that the Acquisition is in the interest of the Company and that the Acquisition is on normal commercial terms, which are fair and reasonable, and which are in the interests of the Company and the Shareholders as a whole. 9

10 OPEN OFFER Issue statistics Basis of the Open Offer: Subscription Price: Number of Shares in issue as at the date of this announcement: Eight Offer Shares for every five existing Shares held on the Record Date and payable in full on acceptance HK$0.40 per Offer Share 1,226,059,000 Shares Number of Shares in issue as at the Record Date: Number of Offer Shares: Number of Offer Shares undertaken to be taken up by Great Luck, Mr. Yeung, Premier Rise and Ms. Leung Aggregate nominal value of the Open Offer 1,226,059,000 (assuming all the outstanding Options are not exercised on or before the Record Date) or 1,252,059,000 (assuming all the outstanding Options are fully exercised on or before the Record Date) Not less than 1,961,694,400 Offer Shares (assuming all the outstanding Options are not exercised on or before the Record Date) and not more than 2,003,294,400 Offer Shares (assuming all the outstanding Options are fully exercised on or before the Record Date), representing approximately % of the existing issued share capital of the Company and 61.54% of the enlarged issued share capital of the Company upon completion of the Open Offer Pursuant to the Undertaking, each of Great Luck, Mr. Yeung, Premier Rise and Ms. Leung has given the Undertaking in favour of the Company and the Underwriter to subscribe for 199,878,400, 85,286,400, 100,800,000 and 21,192,000 Offer Shares to which they are entitled under the Open Offer, respectively Not less than HK$19,616,944 and not more than HK$20,032,944 Number of Offer Shares underwritten by the Underwriter: Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to underwrite or procure the sub-underwriting of the Offer Shares (other than the Offer Shares agreed to be taken up by Great Luck, Mr. Yeung, Premier Rise and Ms. Leung) which have not been taken up, being not less than 1,554,537,600 Offer Shares and not more than 1,596,137,600 Offer Shares. Accordingly, the Open Offer is fully underwritten 10

11 Number of Shares in issue upon completion of the Open Offer: 3,187,753,400 Shares (assuming all the outstanding Options are not exercised on or before the Record Date) and 3,255,353,400 Shares (assuming all the outstanding Options are fully exercised on or before the Record Date) Save for the outstanding Options, the Company has no derivatives, options, warrants or other similar rights which are convertible or exchangeable into Shares as at the date of this announcement and has no intention to issue any new Shares or any of the above securities before the Record Date. Qualifying Shareholders The Open Offer is only available to the Qualifying Shareholders. The Company will send (i) the Prospectus Documents to the Qualifying Shareholders and (ii) the Overseas Letter together with the Prospectus, for information only, to the Prohibited Shareholders. To qualify for the Open Offer, the Shareholders must at the close of business on the Record Date: (i) be registered on the register of members of the Company; and (ii) not be the Prohibited Shareholders. In order to be registered as members of the Company on the Record Date, the Shareholders must lodge any transfer of the Shares (with the relevant share certificates) for registration with the Registrar by 4:30 p.m. on Friday, 11th September, The address of the Registrar is Tricor Tengis Limited, 26th Floor, Tesbury Center, 28 Queen s Road East, Wanchai, Hong Kong. The invitation to subscribe for the Offer Shares to be made to the Qualifying Shareholders will not be transferable. The Directors consider that the arrangement of trading in nil-paid entitlements on the Stock Exchange will involve additional administrative work and costs for the Open Offer, which is not considered to be cost-effective. Closure of register of members The register of members of the Company will be closed from Monday, 14th September, 2009 to Wednesday, 16th September, 2009, both dates inclusive, to determine the eligibility of the Open Offer. No transfer of Shares will be registered during this period. 11

12 Subscription Price The Subscription Price for the Offer Shares is HK$0.40 per Offer Share, payable in full on application. The Subscription Price represents: (i) a discount of 1.23% to the closing price of HK$0.405 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of approximately 0.50% to the theoretical ex-entitlement price of approximately HK$0.402 per Share based on the closing price of HK$0.405 per Share as quoted on the Stock Exchange on the Last Trading Date; (iii) a discount of approximately 7.62% to the average of the closing prices of HK$0.433 per Share for the last five consecutive trading days up to and including the Last Trading Date; and (iv) a discount of approximately 8.26% to the average of the closing prices of HK$0.436 per Share for the last ten consecutive trading days up to the Last Trading Date. The Subscription Price was arrived at after arm s length negotiation between the Company and the Underwriter with reference to, among other things, the prevailing market price of the Shares. Taking into consideration of the theoretical ex-entitlement price per Share, in order to increase the attractiveness of the Open Offer to the Qualifying Shareholders, the Directors consider that the proposed discount of the Subscription Price is appropriate. Each Qualifying Shareholder is entitled to subscribe for the Offer Shares at the same price in proportion to his/her/its existing shareholding in the Company. The Directors consider that the Subscription Price is fair and reasonable and in the interest of the Company and the Shareholders as a whole. Status of the Offer Shares The Offer Shares (when allotted, fully paid and issued) will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Offer Shares. Holders of the Offer Shares will be entitled to receive all future dividends and distributions which are declared, made or paid on or after the date of allotment and issue of the Offer Shares. Certificates of the fully-paid Offer Shares and refund cheques Subject to fulfillment of the conditions of the Open Offer, share certificates for the Offer Shares are expected to be posted on or before Thursday, 8th October, 2009 to those entitled thereto by ordinary post at their own risk. 12

13 Rights of the Overseas Shareholders If, at the close of business on the Record Date, a Shareholder s address on the register of member of the Company is in a place outside Hong Kong, that Shareholder may not be eligible to take part in the Open Offer as the Prospectus Documents will not be registered and/or filed under the applicable securities legislation of any jurisdictions other than Hong Kong and the Cayman Islands. The Board will make enquiries to its lawyers as to whether the issue of Offer Shares to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange pursuant to the Listing Rules. If, after making such enquiry, the Board is of the opinion that it would be necessary or expedient not to Offer Shares to such Overseas Shareholders, no provisional allotment of Offer Shares will be made to such Overseas Shareholders. Accordingly, the Open Offer will not be extended to the Prohibited Shareholders. No Application for excess Offer Shares There is no arrangement for application for Offer Shares by Qualifying Shareholders in excess of their entitlements. Considering that each Qualifying Shareholder will be given an equal and fair opportunity to participate in the Company s future development by subscribing for his/her/its proportionate entitlement under the Open Offer, if application for excess Offer Shares is arranged, the Company will be required to put in additional effort and costs to administer the excess application procedures, which is not cost-effective from the viewpoint of the Company. Any Offer Shares not taken up by the Qualifying Shareholders will be taken up by the Underwriter. Application for listing The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Offer Shares. UNDERWRITING ARRANGEMENT Underwriting Agreement Date: 21st August, 2009 Underwriter: Kingston Securities Limited 13

14 Number of Offer Shares underwritten: Commission: Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to underwrite not less than 1,554,537,600 Offer Shares and not more than 1,596,137,600 Offer Shares (other than the Offer Shares agreed to be taken up by Great Luck, Mr. Yeung, Premier Rise and Ms. Leung) which have not been taken up. Accordingly, the Open Offer is fully underwritten. 2.5% of the aggregate Subscription Price in respect of the number of Offer Shares agreed to be underwritten by the Underwriter, being not less than 1,554,537,600 Offer Shares and not more than 1,596,137,600 Offer Shares. The Underwriter and its ultimate beneficial owners are Independent Third Parties. Pursuant to the Underwriting Agreement, in the event of the Underwriter being called upon to subscribe for the Underwritten Shares, the Underwriter shall not subscribe for its own account for such number of Underwritten Shares which will result in the shareholding of it and parties acting in concert (with the meaning of the Takeovers Code) with it in the Company to 30% or above of the issued share capital of the Company as enlarged by the Open Offer and the Underwriter shall procure sub-underwriters not to take up the Offer Shares in excess of 19.99% such that it will not hold 20% or more of the issued share capital of the Company as enlarged by the Open Offer. The Underwriter shall ensure that none of the subscribers of the Underwritten Shares procured by the Underwriter or the sub-underwriters will become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of such subscription. The 2.5% commission payable to the Underwriter was determined after arm s length negotiations between the Company and the Underwriter based on normal commercial terms with reference to the market rates for transactions of a similar nature. The Directors are of the opinion that the terms of the Underwriting Agreement and the amount of commission given to the Underwriter are fair as compared to the market practice and commercially reasonable as agreed between the Company and the Underwriter. Undertaking given by Great Luck, Mr. Yeung, Premier Rise and Ms. Leung Each of Great Luck, Mr. Yeung, Premier Rise and Ms. Leung has given the Undertaking in favour of the Company and the Underwriter to subscribe for 199,878,400, 85,286,400, 100,800,000 and 21,192,000 Offer Shares to which they are entitled under the Open Offer, respectively. 14

15 Termination of the Underwriting Agreement The Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement if, prior to such time: (1) in the absolute opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by: (a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Underwriter, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement), of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (c) any material adverse change in the business or in the financial or trading position or prospects of the Group as a whole; or (d) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out which would, in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (e) (f) there occurs or comes into effect the imposition of any moratorium, suspension or material restriction on trading of the Shares on the Stock Exchange due to exceptional financial circumstances or otherwise; or any suspension in the trading of securities generally or the Company s securities on the Stock Exchange for a period of more than ten consecutive business days (as defined in the Listing Rules), excluding any suspension in connection with the clearance of this announcement or the Prospectus Documents or other announcements or circulars in connection with the Open Offer; or 15

16 (2) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of this paragraph includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the absolute opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Open Offer; or (3) the Prospectus when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the absolute opinion of the Underwriter is material to the Group as a whole and is likely to affect materially and adversely the success of the Open Offer. If the Underwriter gives a notice of termination to the Company in accordance with the terms of the Underwriting Agreement, all obligations of the Underwriter under the Underwriting Agreement shall cease and no party shall have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement provided that the Company shall remain liable to pay to the Underwriter any reasonable legal fees and other reasonable out-of-pocket expenses incurred by the Underwriter, except that the 2.5% underwriting fee shall not be payable to the Underwriter if the Underwriting Agreement does not become unconditional or if it is terminated by the Underwriter pursuant to the Underwriting Agreement. If the Underwriter exercises its right to terminate the Underwriting Agreement, the Open Offer will not proceed. Conditions of the Open Offer The Open Offer is conditional upon: (1) the approval of the Open Offer by the Independent Shareholders at the EGM; (2) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of, and permission to deal in, all the Offer Shares (in their fully-paid form); (3) the filing and registration of all documents relating to the Open Offer, which are required to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance; (4) the posting of the Prospectus Documents to Qualifying Shareholders and holders of the Convertible Notes, and the posting of the Prospectus and a letter in the agreed form to the Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Open Offer on or before the Prospectus Posting Date; 16

17 (5) compliance with and performance of all the undertakings and obligations of the Company and the Underwriter under the terms of the Underwriting Agreement; (6) compliance with and performance by Great Luck, Mr. Yeung, Premier Rise and Ms. Leung of all of their obligations and undertakings under the Undertaking; (7) if necessary, the registration with the Registrar of Companies in the Cayman Islands of one copy of each of the Prospectus Documents, signed by or on behalf of all the Directors prior to or as soon as reasonably practicable after publication of, the Prospectus Documents; (8) where necessary, the entering into of sub-underwriting agreements by the Underwriter with certain sub-underwriters, which shall be independent third parties of the Company and its connected persons within the meaning of the Listing Rules, for sub-underwriting the Offer Shares such that (a) none of the sub-underwriters and their respective parties acting in concert (having the meaning under the Takeovers Code) shall be interested in 20% or more of the issued share capital of the Company as enlarged by the Open Offer; and (b) the Underwriter and parties acting in concert with it will not be beneficially interested in 30% or more of the issued share capital of the Company as enlarged by the Open Offer; and (9) an undertaking given by the Company to the Underwriter undertaking to use the proceeds of the Open Offer for the repayment of the HK$690,000,000 loan from Best China Limited. The Underwriter may at any time by notice in writing to the Company waive the conditions precedent set out in paragraph (5) above. Save and except the conditions precedent set out in paragraph (5) above, the other conditions precedent are incapable of being waived. If the conditions precedent are not satisfied and/or waived in whole or in part by the Underwriter by the Latest Time for Termination or such other date as the Company and the Underwriter may agree, the Underwriting Agreement shall terminate and no party shall have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches. WARNING OF THE RISK OF DEALING IN THE SHARES Shareholders and potential investors should note that the Open Offer is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Open Offer may or may not proceed. Shareholders and potential investors should therefore exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers. 17

18 Shareholders should note that the Shares will be dealt with on an ex-entitlement basis commencing from Thursday, 10th September, 2009 and that dealing in Shares will take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled. Any Shareholder or other person dealing in Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled (which is expected to be on Tuesday, 6th October, 2009), will accordingly bear the risk that the Open Offer cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional adviser. SHAREHOLDING STRUCTURE OF THE COMPANY The changes in the shareholding structure of the Company arising from the Open Offer will be as follows: (i) Assuming all the outstanding options are not exercised before the Record Date As at the date of this announcement Immediately after completion of the open offer on the assumption as set out in Note 1 Immediately after completion of the open offer on the assumption as set out in Note 2 Shareholders No. of Shares % No. of shares % No. of shares % Great Luck Management Limited (Note 3) 124,924, ,802, ,802, Mr. Yeung 53,304, ,590, ,590, Premier Rise Investments Limited (Note 4) 63,000, ,800, ,800, Ms. Leung (Note 5) 13,245, ,437, ,437, Public Underwriter (Note 7) 953,138, sub-underwriters 601,399, Other public Shareholders 971,586, ,526,123, ,586, ,226,059, ,187,753, ,187,753,

19 (ii) Assuming all the outstanding options are exercised before the Record Date As at the date of this announcement Immediately after completion of the open offer on the assumption as set out in Note 1 Immediately after the completion of the open offer on the assumption as set out in Note 2 Shareholders No. of Shares % No. of shares % No. of shares % Great Luck Management Limited (Note 3) 124,924, ,802, ,802, Mr. Yeung 53,304, ,590, ,590, Premier Rise Investments Limited (Note 4) 63,000, ,800, ,800, Ms. Leung (Note 5) 13,245, ,437, ,437, Mr. McManaman (Note 6) 2,000, ,200, ,000, Public Underwriter (Note 7) 973,350, sub-underwriters 622,786, Other public Shareholders 995,586, ,588,523, ,586, ,252,059, ,255,353, ,255,353, Notes: 1. Assuming all Shareholders take up their respective entitlements under the Open Offer in full. 2. Assuming none of the Shareholders (save for Great Luck, Mr. Yeung, Premier Rise and Ms. Leung take up the Offer Shares provisionally allotted to them) take up any of the Offer Shares; (ii) the provisional allotments of the Offer Shares of all Shareholders (save for Great Luck, Mr. Yeung, Premier Rise and Ms. Leung) are taken up by the Underwriter pursuant to the Underwriting Agreement but subject to a cap of 29.90%. In the event of the Underwriter being called upon to subscribe for the amount of untaken Shares exceeding 29.90%, the Underwriter will procure other sub-underwriter(s) to subscribe for the remaining untaken Shares. 3. These Shares are held by Great Luck Management Limited, a company incorporated in the British Virgin Islands and wholly-owned by Mr. Yeung. 19

20 4. These Shares are held by Premier Rise Investments Limited, a company incorporated in the British Virgin Islands and wholly-owned by Mr. Hui. 5. These Shares are held by Ms. Leung, the spouse of Mr. Hui. 6. Mr. Steven McManaman, an executive Director. If he exercises these options before the EGM, he shall abstain from voting in relation to the Open Offer. 7. Kingston Securities Limited s underwriting of the Open Offer is capped at 29.90% of the enlarged issued share capital of the Company. REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS Based on the 1,961,694,400 Offer Shares which are proposed to be issued (assuming the outstanding Options are not exercised on or before the Record Date), the gross proceeds from the Open Offer will be approximately HK$784,677,760. The estimated net proceeds from the Open Offer after deducting for expenses will be approximately HK$750,000,000. The Board intends to apply HK$690,000,000 of such proceeds from the Open Offer in repayment of the HK$690,000,000 loan from Best China Limited with the balance for working capital and payment of costs incurred in the Acquisition. The net price to be raised per Share upon completion of the Open Offer will be approximately HK$0.38 per Share. The Open Offer and the Acquisition are not interconditional. Having considered other fund raising alternatives for the Group, including bank borrowings, and taking into account the benefits and cost of each of the alternatives and the fact that, the Open Offer allows the Group to strengthen its equity capital base, the Board considers that the Open Offer is in the interest of the Company and the Shareholders as a whole as it offers all the Qualifying Shareholders an equal opportunity to participate in the enlargement of the capital base of the Company and enables the Qualifying Shareholders to maintain their proportionate interests in the Company and continue to participate in the future development of the Company should they wish to do so. However, those Qualifying Shareholders who do not take up the Offer Shares to which they are entitled should note that their shareholdings in the Company will be diluted. 20

21 FUND RAISING ACTIVITIES OF THE COMPANY IN THE LAST 12 MONTHS IMMEDIATELY BEFORE THE DATE OF THIS ANNOUNCEMENT The following table summarizes the capital raising activities of the Group in the last 12 months immediately before the date of this announcement: Date of announcement Event Net proceeds (net of placing commission) Intended use of proceeds Actual use of proceeds as at the date of this announcement 8 June 2009 Top-up Placing and Top-up Subscription HK$58 million For general working capital of the Group, for expansion of the Group s business and/or possible investments in the future when opportunities arise Approximately HK$38.4 million is used as a deposit for the Acquisition. The balance of the proceeds not used will be used for general working capital of the Group and is currently deposited in Kingston Securities Limited s client cash account The Directors consider that the Open Offer is fair and reasonable and in the interests of the Company and the Shareholders as a whole having taken into account the terms of the Open Offer and the fund raising activities conducted by the Company in the last 12 months. EXPECTED TIMETABLE OF THE OPEN OFFER 2009 Despatch of EGM circular Tuesday, 1st September Last day of dealing in Shares on a cum-entitlement basis Wednesday, 9th September First day of dealing in Shares on an ex-entitlement basis thursday, 10th September 21

22 Latest time for lodging transfer of Shares in order to be qualified for the Open Offer :30 p.m. Friday, 11th September Register of members of the Company closes monday, 14th September to Wednesday, 16th September (both dates inclusive) Latest time for return of form of proxy in respect of the EGM :00 a.m. Monday, 14th September Time of EGM :00 a.m. Wednesday, 16th September Record Date Wednesday, 16th September Publication of the EGM results announcement Wednesday, 16th September Register of members for the Shares re-opens thursday, 17th September Despatch of Prospectus Documents Thursday, 17th September Latest time for acceptance of and payment for Offer Shares :00 p.m. on Friday, 2nd October Latest time for the Open Offer to become unconditional :00 p.m. on Tuesday, 6th October Announcement of the results of the Open Offer Tuesday, 6th October Despatch of share certificates for Offer Shares Thursday, 8th October Dealing in fully-paid Offer Shares commences monday, 12th October All times stated in this announcement refer to Hong Kong times. Dates stated in this announcement for events in the timetable are indicative only and may be extended or varied. Any changes to the anticipated timetable for the Open Offer will be announced as appropriate. LISTING RULES IMPLICATIONS OF THE OPEN OFFER As the Open Offer will increase the issued share capital of the Company by more than 50%, pursuant to Rule 7.24(5)(a) of the Listing Rules, the Open Offer will be subject to approval by Independent Shareholders at the EGM. As at the date of this announcement, the Company has no controlling 22

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