DISCLOSEABLE TRANSACTION: PROPOSED MODIFICATIONS TO THE TERMS OF CONVERTIBLE NOTES HELD BY THE GROUP

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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. CONVOY GLOBAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1019) DISCLOSEABLE TRANSACTION: PROPOSED MODIFICATIONS TO THE TERMS OF CONVERTIBLE NOTES HELD BY THE GROUP The Board announces that on 15 December 2016, Convoy Collateral, a wholly-owned subsidiary of the Company, and the Borrower, an Independent Third Party, entered into the Modification Deed to record the Proposed Modifications to the Original Notes. The Original Notes, being direct, unconditional, unsubordinated and unsecured convertible notes bearing interest at 12% per annum entitling the holder thereof to convert up to the principal amount of HK$190,000,000 for Conversion Shares at a Conversion Price of HK$0.15 per Conversion Share, subject to adjustments, at any time for the period commencing from the date of issue of the Original Notes and ending on the first anniversary thereof (or if that is not a business day, the first business day immediately following such date) (both days inclusive), were created and issued by the Borrower to Convoy Collateral on 22 August It is proposed that, subject to the conditions of the Proposed Modifications having satisfied in full, the terms of the Original Notes shall be amended and restated as the Restated Notes, further particulars of which are set out in the section headed Proposed Modifications in this announcement below. Neither the advance of the Original Loan or the Original Notes Issue constituted a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules. 1

2 As the highest applicable percentage ratio as defined under the Listing Rules in respect of the Restated Notes Issue under the Proposed Modifications exceeds 5% but all applicable percentage ratios are lower than 25%, the Proposed Modifications constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is subject to notification and announcement requirements pursuant to Chapter 14 of the Listing Rules. BACKGROUND Convoy Collateral, a wholly-owned subsidiary of the Company, is a licensed money lender in Hong Kong under the Money Lenders Ordinance. Pursuant to a lump sum loan agreement dated 18 November 2015 made between Convoy Collateral and the Borrower (as supplemented by an extension agreement dated 18 May 2016 entered into between Convoy Collateral and the Borrower, together, the Previous Loan Agreement ), the Original Loan in the principal amount of HK$190,000,000, bearing interest at a rate of 13.9% per annum and due on 31 August 2016 was advanced to the Borrower. As supplemented by the Supplemental Deed entered into by same parties on 20 May 2016 (as amended by an addendum dated 5 July 2016), a restructuring of the Original Loan was agreed by Convoy Collateral and the Borrower such that the principal amount of the Original Loan shall be repaid by the Borrower by way of the issue of the Original Notes. Completion of the restructuring of the Original Loan took place on 22 August 2016 whereupon the Previous Loan Agreement were terminated and the Original Notes were created and issued by the Borrower to Convoy Collateral. A summary of the principal terms of the Original Notes is set out in the section headed Major terms of the Original Notes below. Neither the advance of the Original Loan or the Original Notes Issue constituted a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules. At the request of the Borrower, Convoy Collateral and the Borrower had negotiated for an amendment to the terms of the Original Notes whereby the Borrower proposed that the terms and conditions of the Original Notes shall be modified and on 15 December 2016, Convoy Collateral and the Borrower executed the Modification Deed to record the Proposed Modifications, details of which are set out in the section headed Proposed Modifications below. 2

3 MAJOR TERMS OF THE ORIGINAL NOTES The terms of the Original Notes have been negotiated on an arm s length basis and the principal terms of which are summarised below: Issuer : the Borrower. Noteholder : Convoy Collateral. Issue Date : 22 August Principal amount : HK$190,000,000. Maturity date : The date ( Maturity Date ) falling on the first anniversary of the Issue Date, or, if that is not a Business Day, the first Business Day thereafter. Interest : The Original Notes bear interest from the Issue Date at the rate of 12% per annum and payable quarterly in arrears beginning from the Issue Date, and the last interest payment date shall be the earlier of (i) the Maturity Date; (ii) the date of conversion of the Original Notes; and (iii) the date on which the Borrower makes full payment in respect of its rights to early redeem all the outstanding principal amount of such Note. If an interest payment date would otherwise fall on a day which is not a Business Day, it shall be brought forward to the immediately preceding Business Day. The Noteholder shall have the right to convert any accrued but unpaid interest (other than any default interest accrued) into Conversion Shares at the Conversion Price during the Conversion Period. Under the terms of the Original Notes, the Borrower has paid to Convoy Collateral the first installment of interest in the amount of approximately HK$5.7 million as at the date of this announcement. 3

4 Status and ranking : The Original Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Borrower and shall at all times rank pari passu with all other present and future unsecured and unsubordinated obligations of the Borrower except for obligations accorded preference by mandatory provisions of applicable law. Transferability : The Original Notes or any amount outstanding thereunder may be transferred to any person prior to the Maturity Date provided that any such transfer shall be in whole multiples of HK$1,000,000 (or such amount as may represent the entire principal amount thereof). Redemption upon maturity : Unless previously redeemed, converted, purchased or maturity cancelled, the Original Notes will be redeemed by the Borrower on the Maturity Date at 100% of its principal amount outstanding. Redemption at the option of the Borrower : The Borrower shall have the right at any time during the period commencing from the Issue Date and expiring on the Maturity Date to redeem the whole or in part (in an integral multiple of HK$1,000,000) of the outstanding amount of the principal of the Original Notes on any Business Day. Redemption upon event of default : Upon the occurrence of an event of default set out in the terms and conditions of the Original Notes and at any time thereafter, the Noteholder may, unless such event of default has been waived in writing by Noteholders holding not less than 75% of the Original Notes outstanding, by notice in writing require the Borrower to redeem the whole (but not part) of the outstanding principal amount of the Original Notes together with all accrued interest. 4

5 Conversion period : The period commencing from the Issue Date up to 4:00 p.m. (Hong Kong time) on the Maturity Date and where any Original Notes remains outstanding at 4:00 p.m. (Hong Kong time) on the Maturity Date, such period shall be automatically extended until the earlier of (i) the Conversion Rights attached to such Original Notes have been exercised in full; or (ii) the principal amount of such Original Notes and the interest accrued thereon (including the default interest) have been repaid/paid in full ( Conversion Period ). Conversion Rights : Noteholder will have the right to convert the Original Notes and any accrued but unpaid interest (other than any default interest accrued) in whole or in part (in an integral multiple of HK$1,000,000) of the outstanding principal amount of the Original Notes during the Conversion Period. Conversion Rights shall not be exercised by the Noteholder if: (a) the Borrower will be unable to meet the public float requirements under the Listing Rules; (b) the Noteholder and parties acting in concert with him/her/it, taken together, will directly or indirectly, control or be able to exercise the control of 29.9% or more of the voting rights of the Borrower immediately following the exercise of the Conversion Rights; 5

6 (c) the exercising Noteholder(s) who is a resident or national of any jurisdiction (other than Hong Kong) under the laws and regulations of which an exercise of Conversion Rights by such Noteholder or the performance by the Borrower of the obligations expressed to be assumed by it under the instrument constituting the Original Notes or the terms and conditions of the Original Notes or the allotment and issue and holding of the Conversion Shares cannot be carried out lawfully or cannot be carried out lawfully without the Borrower first having to take certain actions in such jurisdiction; or (d) an acknowledgement to the Company by the exercising Noteholder(s) that the Original Notes and the Borrower Shares into which the Original Notes are convertible cannot be transferred unless registered under the United States Securities Act or unless an exemption from such registration is available. Conversion Price : The initial Conversion Price is HK$0.15 per Conversion Share, subject to adjustments. The number of Conversion Shares to be issued on exercise of the Conversion Rights shall be determined by dividing the principal amount of the relevant Original Notes and if applicable, any accrued but unpaid interest thereof to be converted by the Conversion Price in effect on the date of the conversion, rounded down to the nearest integral number. The Conversion Price shall from time to time be subject to adjustments upon occurrence of certain events: (a) consolidation or sub-division or reclassification of the Borrower Shares; (b) capitalization of profits or reserves; 6

7 (c) capital distribution; (d) rights issue of Borrower Shares or options, etc. over the Borrower Shares; (e) rights issue of other securities (other than Borrower Shares or options, warrants or other rights to subscribe for or purchase any Borrower Shares); (f) issue wholly for cash any Borrower Shares, or issue or grant of options, warrants or other rights to subscribe for or purchase any Borrower Shares, at a price per Share which is less than 85% of the then current market price; (g) issue wholly for cash being made by the Borrower or its subsidiary of securities (other than the Original Notes) convertible into or exchangeable for or carrying rights of subscription for Borrower Shares, if in any case the consideration per Borrower Share receivable by the Borrower is less than 85% of the then market price, or the conversion, exchange, subscription or redesignation rights of any such issue are modified so that the said consideration receivable is less than 85% of the market price; and (h) other offer to the shareholders of the Borrower at a price per Borrower Share less than 85% of the then market price per Borrower Share. Conversion Shares : Based on the initial Conversion Price of HK$0.15 per Conversion Share: (a) in the event that only the principal amount of the Original Notes is exercised in full, a maximum of 1,266,666,666 Conversion Shares will be issued; and 7

8 (b) in the event that all interest (other than the default interest accrued) accrued under the Original Notes were unpaid and the Conversion Rights thereto were exercised in full, a maximum of further 152,000,000 Conversion Shares will be issued. The Conversion Shares to be issued upon conversion of the Original Notes and if applicable, any accrued but unpaid interest (other than any default interest accrued) shall be in all respects rank pari passu with the Borrower Shares in issue on the relevant registration date as if the Borrower Shares issued on conversion or subscription had been issued on such date (except for any right excluded by mandatory provisions of applicable law). Assuming that the Conversion Rights are exercised in full (assuming that there is no other change in the issued share capital of the Borrower from the date of this announcement and up to the date on which the Conversion Rights are exercised in full), the total maximum of the 1,418,666,666 Conversion Shares which will fall to be issued to Convoy Collateral represented (i) approximately 20.44% of the issued share capital of the Borrower as at the date of this announcement; and (ii) approximately 16.97% of the issued share capital of the Borrower as enlarged by the issue of the Conversion Shares. Events of default : If any of the following events occurs, the Noteholder may give notice to the Borrower that the Original Notes are immediately due and repayable: (i) a default is made in the payment of any principal, premium or interest due in respect of the Original Notes, and such default shall not have been cured by payment by the Borrower within seven days after the due date; or 8

9 (ii) any failure by the Borrower to deliver any Borrower Shares as and when the Borrower Shares are required to be delivered following conversion of the Original Notes and/or any accrued but unpaid interest thereof; or (iii) a default is made by the Borrower in the performance or observance of any covenant, condition or provision contained in the instrument creating the Original Notes or in the Original Notes and on its part to be performed or observed (other than the covenant to pay the principal, premium (if any) and interest in respect of any of the Original Notes) and such default continues for the period of 15 days next following the service by any Noteholder on the Borrower of notice specifying brief details of such default and requiring such default to be remedied; or (iv) the Borrower issues any notes or bonds or convertible notes or bonds or similar securities and the maturity date thereof is earlier than the Maturity Date; or (v) a resolution is passed or an order of a court of competent jurisdiction is made that the Borrower or any of its subsidiaries be wound up or dissolved or the Borrower or any subsidiary disposes of all or substantially all of the Borrower Group s assets considered as a whole, otherwise, in any such case, than (i) for the purposes of or pursuant to and followed by a consolidation, amalgamation, merger or reorganisation, the terms of which shall have previously been approved in writing by an ordinary resolution passed by the Noteholders; or (ii) in respect of any dissolution of subsidiaries of the Borrower for the purpose of its internal reorganisation which would not result in a winding up or dissolution of a material part of the Borrower Group s assets taken as a whole; or 9

10 (vi) it becomes illegal under any applicable law for the Borrower to perform or comply with any one or more of its obligations under the Original Notes or any enforceable final ruling is rendered by a competent court to the effect that any obligation of the Borrower under the Original Notes is illegal or invalid; (vii) an encumbrancer takes possession or a receiver is appointed of the whole or a material part of the assets or undertaking of the Borrower or any of its subsidiaries; or (viii) if the trading of the Borrower Shares on the Stock Exchange is suspended for a period of 10 consecutive trading days (other than any suspension of trading pending the release of any announcement as required under Chapter 14 or Chapter 14A of the Listing Rules) or listing of the Borrower Shares on the Stock Exchange is being revoked or withdrawn or the Borrower submits a notification to the Stock Exchange of its proposed cancellation of the admission of the Borrower Shares; or (ix) if there is not a sufficient number of Borrower Shares of the Borrower available for the fulfilment of the obligations regarding the conversion of the Original Notes; or (x) any case, proceeding or other act ion being commenced by or against the Borrower or any of its subsidiaries: (A) under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganisation or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganisation, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other similar relief to it or its debts; or (B) seeking appointment of a liquidator, administrator, administrative receiver, receiver, trustee, custodian, conservator or other similar official for it or for all or any part of its assets; or 10

11 (xi) the Borrower Group ceases or threatens to cease to carry on its business or any material part of its business in the normal course or any material respect or changes the nature or mode of conduct of its trading in any material respect; or (xii) any final judgment or order made against the Borrower is not complied with within seven days or if an execution distress sequestration or other process is levied or enforced upon or sued out against any part of the undertaking property assets or revenues of the Borrower; or (xiii) if the Borrower stops payment or agrees to declare a moratorium or becomes or is deemed to be insolvent or unable to pay its debts within the meaning of section 178 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or if a notice is issued convening a meeting of or the Borrower proposes or enters into any composition or arrangement with its creditors generally or any class of them; or (xiv) any material part of the undertaking property assets or revenues of the Borrower Group is sold or disposed of or proposed to be sold or disposed of (otherwise than in the normal course of trading) whether in a single transaction or a series of transactions); or (xv) any lease license authorisation consent or registration at any time necessary or desirable to enable the Borrower Group to comply with its obligations to the Noteholders or to carry on its business in the normal course shall be revoked withheld or materially modified or shall fail to be granted to perfected or shall cease to remain in full force and effect; or 11

12 (xvi) any representation or warranty made by the Company in the instrument constituting the Original Notes or the conditions under the Original Notes is or becomes or proves to have been incorrect or misleading in any respect; or (xvii) an order made for the bankruptcy of any member of the Borrower Group; or (xviii) the Borrower is in default of any obligations under another lending arrangement that it has entered into. Voting : The Noteholder will not be entitled to attend or vote at any shareholders meetings of the Borrower by reason only of its being a Noteholder. Listing : The Original Notes are not listed on the Stock Exchange or any other stock exchanges. As at the date of this announcement, none of the Conversion Rights has been exercised by Convoy Collateral and none of the Original Notes has been cancelled or repaid. Under the terms and conditions of the Original Notes, the Maturity Date will be on 22 August MODIFICATION DEED Date : 15 December Lender : Convoy Collateral Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company. Convoy Collateral is a licensed money lender in Hong Kong under the Money Lenders Ordinance 12

13 Borrower : China Green (Holdings) Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on Main Board of the Stock Exchange (Stock code: 904). The Borrower is in investment holding company and together with its subsidiaries are principally engaged in growing, processing and sales of agricultural products and consumer food. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, each of the Borrower and its ultimate beneficial owner(s) is an Independent Third Party. Proposed Modifications Under the terms of the Modification Deed, the terms and conditions of the Original Notes shall be amended by the Proposed Modifications which are set out below: Interest : The Restated Notes shall bear no interest. Restated maturity date : The date falling on the third anniversary of the Issue Date, or, if that is not a Business Day, the first Business Day thereafter. Conversion Rights : Given that the Restated Notes shall bear no interest, only the principal amount of the Restated Notes will be convertible under the terms and conditions of the Restated Notes. Restated Conversion Price : The initial Restated Conversion Price shall be HK$0.10 per Conversion Share, subject to adjustments. Such initial Restated Conversion Price represents a discount of approximately 48.72% to the closing price of the Borrower Shares of HK$0.195 as at the date of this announcement. Save for the Proposed Modifications, other terms and conditions of the Original Notes will remain unchanged. 13

14 Based on the initial Restated Conversion Price of HK$0.10 per Conversion Share, in the event that the principal amount of the Restated Notes is exercised in full, a maximum of 1,900,000,000 Conversion Shares will be issued. Assuming that the Conversion Rights are exercised in full (assuming also that there is no other change in the issued share capital of the Borrower from the date of this announcement and up to the date on which the Conversion Rights are exercised in full), the maximum of 1,900,000,000 Conversion Shares which will fall to be issued to Convoy Collateral under the Restated Notes represents (i) approximately 27.37% of the issued share capital of the Borrower as at the date of this announcement; and (ii) approximately 21.49% of the issued share capital of the Borrower as enlarged by the issue of the Conversion Shares. Conditions precedent of the Proposed Modifications The Proposed Modifications Completion shall be conditional upon and subject to the following conditions precedent: (1) all interests accrued under the Original Notes up to (but exclusive of) the date of the Modification Deed have been settled in full by the Borrower without any deduction and withholding within 3 Business Days of the date of the Modification Deed; (2) the approval of the Proposed Modifications by the Stock Exchange being obtained by the Borrower; (3) the Admission of Conversion Shares being obtained and such approval not being subsequently being revoked prior to the Proposed Modifications Completion; and (4) the Restated Notes Specific Mandate being obtained at a special general meeting of the Borrower to be held. None of the Borrower or Convoy Collateral may waive any of the above conditions precedent. 14

15 If the condition precedent set out in sub-paragraph (1) above shall not be so satisfied by the time specified therein, the provisions of the Modification Deed shall become null and void, all obligations of the parties thereunder shall cease and determine and none of the parties thereto shall have any claim against the other in relation thereto (save in respect of any antecedent breach of any obligation under the Modification Deed) and the terms of the Original Notes shall continue to apply. If the condition precedent set out in sub-paragraph (1) above has been satisfied but the conditions precedent set out in sub-paragraphs (2), (3) or (4) above shall not be so satisfied by 3:00 p.m. on 31 March 2017, the provisions of the Modification Deed shall become null and void, all obligations of the parties thereunder shall cease and determine and none of the parties thereto shall have any claim against the other in relation thereto (save in respect of any antecedent breach of any obligation under this Modification Deed). For the avoidance of doubt, under such circumstances, the terms of the Original Notes shall continue to apply provided that on the next immediate interest payment date of the Original Notes following the date of the Modification Deed, the Borrower shall pay to Convoy Collateral all interest accrued (and not yet been paid) under the Original Notes (as varied and modified by the Modification Deed) thereon up to such interest payment date. Proposed Modifications Completion The Proposed Modifications Completion shall take place on the 3rd Business Day following the day on which the last outstanding condition precedent (other than the condition(s) precedent which is/are only capable of being fulfilled at the Proposed Modifications Completion) as set out above is satisfied (or such other date as may be agreed between Convoy Collateral and the Borrower in writing). Under the Modification Deed, Convoy Collateral and the Borrower agree that immediately upon the Proposed Modifications Completion, in respect of any and all interest accrued and payable under the Original Notes commencing on the day of the Modification Deed and up to the date of the Proposed Modifications Completion (both dates inclusive) ( Original Notes Accrued Interests ), Convoy Collateral shall irrevocably waive all its claims, rights, title and interest in the Original Notes Accrued Interests against the Borrower in respect of all outstanding amount of the Original Notes Accrued Interests and all interest (if any) which has or may have accrued thereon. 15

16 Other terms of the Modification Deed Under the Modification Deed, Convoy Collateral and the Borrower agree that provided that the condition precedent referred to in sub-paragraph (1) in the paragraph headed Conditions precedent of the Proposed Modifications above is satisfied by the time specified therein, for the period ( Relevant Period ) commencing from the date of the Modification Deed and ending on the date on which one or more conditions precedent referred to in sub-paragraphs (2), (3) or (4) in the paragraph headed Conditions precedent of the Proposed Modifications above is/are declared by Convoy Collateral, in its reasonable opinion, by notice in writing to the Borrower of not being capable of becoming unconditional, save as contemplated under the Modification Deed: (1) the next immediate interest payment date ( Next Payment Date ) under the Original Notes shall be deferred to the first Business Day immediately after the expiry of the Relevant Period whereupon the Borrower shall pay to Convoy Collateral all interest accrued (and not yet been paid) under the Original Notes thereon up to the Next Payment Date; and (2) Convoy Collateral shall not exercise any rights arising pursuant to the occurrence or continuation of any event of default under the Original Notes which may arise as a result of the default or non-payment of any interest under the Original Notes accrued thereon, and for the avoidance of doubt, during the Relevant Period, subject to the above, interest shall continue to accrue under the Original Notes at the rate and upon the terms set forth in the conditions of the Original Notes and no default interest shall accrue during the Relevant Period. REASONS FOR AND BENEFITS OF THE PROPOSED MODIFICATIONS The principal activity of the Company is investment holding. The Group is principally engaged in the independent financial advisory business, money lending business, proprietary investment business, asset management business, corporate finance business and securities dealing business. 16

17 Money lending business is currently one of the Group s principal business activities. The terms of the Original Loan (including the interest rate) were arrived at by the parties after arm s length negotiations with reference to the then prevailing market interest rates and practices. The restructuring of the Original Loan to the Original Notes were arrived at by the parties having considered that the Original Notes Issue would be beneficial to the Group in terms of return with additional interest income and allow flexibility to Convoy Collateral by providing a right to subscribe for the Borrower Shares at a discount to the then prevailing market price of the Borrower Shares. Pursuant to the Proposed Modifications, among other things, the Restated Conversion Price would provide the Group a right to subscribe for the Borrower Shares at an even more substantial discount as compared to the prevailing market price of the Borrower Shares and allow the Group to acquiring a significant stake in the Borrower for investment. Having considered the above, the Directors consider that the terms of the Modification Deed and the Proposed Modifications are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Neither the advance of the Original Loan or the Original Notes Issue constituted a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules. As the highest applicable percentage ratio as defined under the Listing Rules in respect of the Restated Notes Issue under the Proposed Modifications exceeds 5% but all applicable percentage ratios are lower than 25%, the Proposed Modifications constitutes a discloseable transaction of the Company pursuant to Chapter 14 of the Listing Rules and is subject to notification and announcement requirements pursuant to Chapter 14 of the Listing Rules. Any exercise of the Conversion Rights by the Group will amount to a transaction of the Company for the purpose of Chapter 14 of the Listing Rules. In the event that the Group exercises the Conversion Rights to subscribe for the Conversion Shares, the Company will comply with the applicable requirements under Chapter 14 of the Listing Rules. 17

18 DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: Admission in Conversion Shares granting or agreement to grant by the Stock Exchange of the listing of, and permission to deal in, all the maximum number of the Conversion Shares to be issued upon the exercise of the Conversion Rights attached to the Restated Notes in full Board the board of Directors Borrower China Green (Holdings) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock code: 904) Borrower Group the Borrower and its subsidiaries Borrower Share(s) share(s) of HK$0.10 each in the share capital of the Borrower Business Day any day (excluding a Saturday) on which commercial banks in Hong Kong are open for business throughout their normal business hours Company Convoy Global Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange connected person has the meaning ascribed thereto under the Listing Rules Conversion Price the initial conversion price of HK$0.15 per Conversion Share (subject to adjustments) of the Original Notes 18

19 Conversion Rights the rights attaching to the Original Notes to convert the principal amount of the Original Notes and the interest accrued thereon or any part thereof into Conversion Shares, or subject to the Proposed Modifications becoming effective, the rights attaching to the Restated Notes to convert the principal amount of the Restated Notes or any part thereof into Conversion Shares Conversion Share(s) the Borrower Share(s) to be allotted and issued upon an exercise of the Conversion Rights Convoy Collateral Convoy Collateral Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company Director(s) the director(s) of the Company Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China Independent Third Party a party independent of and not connected with the Company and its connected persons Issue Date 22 August 2016, the date of issue of the Original Notes Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Modification Deed a deed dated 15 December 2016 made by and among Convoy Collateral and the Borrower in relation to the Proposed Modifications Money Lenders Ordinance Money Lenders Ordinance, Chapter 163 of the Laws of Hong Kong 19

20 Noteholder(s) the holder(s) of the Original Notes (or as the case may be, the Restated Notes) Original Loan a loan of HK$190,000,000 granted by Convoy Collateral to the Borrower pursuant to a lump sum loan agreement dated 18 November 2015 made between Convoy Collateral and the Borrower (as supplemented by an extension agreement dated 18 May 2016 entered into between the same parties) bearing interest at a rate of 13.9% per annum and due on 31 August 2016 Original Notes the direct, unconditional, unsubordinated and unsecured 12% convertible notes due 2017 in the principal amount of HK$190,000,000 issued by the Borrower to Convoy Collateral on 22 August 2016 pursuant to the Original Notes Issue Original Notes Issue the issue of the Original Notes to Convoy Collateral as a result of the restructuring of the Original Loan pursuant to the Supplemental Deed Proposed Modifications the proposed modifications to the terms of the Original Notes as summarised in the section headed Modification Deed in this announcement Proposed Modifications Completion the issue of the Restated Notes to Convoy Collateral pursuant to the terms and conditions of the Modification Deed Restated Conversion Price the initial conversion price of HK$0.10 per Conversion Share (subject to adjustments) of the Restated Notes Restated Notes the amended and restated convertible note to be issued by the Borrower to Convoy Collateral upon the Proposed Modifications Completion as constituted by the restated instrument constituting the Restated Notes pursuant to the Proposed Modifications 20

21 Restated Notes Specific Mandate the specific mandate to be sought from the shareholders of the Borrower at a special general meeting of the Borrower to be held to grant the authority to the board of directors of the Borrower for the allotment and issue of the maximum number of the Conversion Shares to be issued upon the exercise of the Conversion Rights attached to the Restated Notes in full Shareholder(s) shareholder(s) of the Company Stock Exchange The Stock Exchange of Hong Kong Limited Supplemental Deed a deed dated 20 May 2016 (as amended by an addendum to the Supplemental Deed dated 5 July 2016) made by and among Convoy Collateral and the Borrower in relation to the restructuring of the Original Loan such that the principal amount of the Original Loan shall be repaid by the Borrower by way of the Original Notes Issue By order of the Board CONVOY GLOBAL HOLDINGS LIMITED Wong Lee Man Chairman Hong Kong, 15 December 2016 As at the date of this announcement, the executive Directors are Mr. Wong Lee Man (Chairman), Ms. Fong Sut Sam, Mr. Tan Ye Kai, Byron and Mr. Ng Wing Fai; the nonexecutive Director is Wang John Hong-chiun; and the independent non-executive Directors are Mr. Ma Yiu Ho, Peter, Mr. Chan Ngai Sang, Kenny and Mr. Pun Tit Shan. 21