Jiangchen International Holdings Limited (Incorporated in the Cayman Islands with limited liability) (stock code: 01069)

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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. 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. Jiangchen International Holdings Limited (Incorporated in the Cayman Islands with limited liability) (stock code: 01069) ISSUE OF UNLISTED WARRANTS UNDER SPECIFIC MANDATE Background Reference is made to the announcement of the Company dated 15 November 2012 in relation to the Subscription Agreement for Pledged Notes in the amount of HK$190,000,000 to be issued by the Company. On 16 May 2013, the Company, Maple Reach, Well Bright and CCBA, entered into the Supplemental Deed to include certain terms of the Subscription Agreement. Under the terms of the Subscription Agreement, the Company is required to pay the Redemption Premium in cash to Maple Reach for investing in the Pledged Notes. Subsequently, the parties to the Subscription Agreement have agreed to amend the terms of the Subscription Agreement, to the effect that Maple Reach will be granted the Warrants to be convertible into 25,000,000 Shares. Under the Supplemental Deed, Maple Reach has the option to elect for the exercise of the Warrants, which would result in them forgoing the cash settlement option of the Redemption Premium. As a result, the Redemption Premium would have been deemed to be used towards the payment of the Warrant exercise price to the Company upon exercise of the Warrants whereby such application would be full and final settlement for the Redemption Premium by the Company. Specific mandate to issue the Warrant The Shares to be issued pursuant to the Warrants will be allotted and issued pursuant to a specific mandate. The Company will seek the grant of the specific mandate from the Shareholders at an extraordinary general meeting of the Company. A circular containing, among other things, (i) details of the issuance of the Warrants, (ii) notice of the extraordinary general meeting, and (iii) other information as required under the Listing Rules, will be despatched to the Shareholders on or before 6 June

2 Background Reference is made to the announcement of the Company dated 15 November 2012 in relation to the Subscription Agreement for pledged notes in the amount of HK$190,000,000 to be issued by the Company. On 16 May 2013, the Company, Maple Reach, Well Bright and CCBA, entered into the Supplemental Deed to include certain terms of the Subscription Agreement. Under the terms of the Subscription Agreement, the Company is required to pay the Redemption Premium in cash to Maple Reach for investing in the Pledged Notes. Subsequently, the parties to the Subscription Agreement have agreed to amend the terms of the Subscription Agreement, to the effect that Maple Reach will be granted the Warrants to be convertible into 25,000,000 Shares. Under the Supplemental Deed, Maple Reach has the option to elect for the exercise of the Warrants, which would result in them forgoing the cash settlement option of the Redemption Premium. As a result, the Redemption Premium would have been deemed to be used towards the payment of the Warrant exercise price to the Company upon exercise of the Warrants whereby such application would be full and final settlement for the Redemption Premium by the Company. The Supplemental Deed Details of the Supplemental Deed are as follows: Date : 16 May 2013 Parties : (i) the Company; (ii) Maple Reach; (iii) Well Bright; and (iv) CCBA Key amendments to the terms of the Subscription Agreement Under the Supplemental Deed, the Company will issue the Warrants convertible into 25,000,000 Shares to Maple Reach as a settlement alternative to the Redemption Premium under the Subscription Agreement. Should Maple Reach elect to exercise the Warrants, it would forgo its rights to receive the Redemption Premium in cash. Therefore, the Warrants provide the Company with an opportunity to apply the Redemption Premium towards payment of the Warrant exercise price upon exercise of the Warrants whereby such application would be full and final settlement for the Redemption Premium by the Company. Key terms of the Warrants Detail terms of the Warrants are as follows: Issuer : the Company; 2

3 Warrant holder : Maple Reach, an Independent Third Party of the Company; Issue size : the Warrants are convertible into 25,000,000 Shares; Consideration : a nominal consideration of HK$1 is payable to the Company for the issue of the Warrants to Maple Reach; Issue date : the Warrants are to be irrevocably issued to Maple Reach immediately after Shareholders approval has been obtained and the payment of nominal consideration of HK$1 has been received from Maple Reach; Expiry date : the Warrants shall expire on the date which is 3 Business Days after (i) the redemption of the Pledged Notes; or (ii) upon the maturity of the Pledged Notes, as the case maybe; Exercise price : exercise price of the Warrants will be satisfied by applying the Redemption Premium of HK$26,610,000, which is equivalent to HK$ per Share based on 25,000,000 Shares to be issued according to the Warrants. This exercised price was arrived at after arm s length negotiations between the parties with reference to the closing price of HK$1.05 of the Shares on the date the Pledge Notes were issued; Exercise period : the Warrants can be exercised up to 4 equal tranches of 6,250,000 Shares each. The exercisable dates of the four tranches are July 2013, January 2014, July 2014 and January Any tranche of the unexercised rights of the Warrants will be accumulated into the next tranche; Other provisions : if Maple Reach elects to exercise the Warrants, they would relinquish their rights to receive cash as payment for the Redemption Premium from the exercise of the first tranche of the Warrants. As the Warrants are alternative payment method for the Redemption Premium, it is not transferable and there is no adjustment to the exercise price. Exercise price of the Warrants The implied exercise price of the Warrants of HK$ represents: (i) a discount of approximately 38.5% over the closing price of HK$1.73 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 39.5% over the average closing price of HK$1.76 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; 3

4 (iii) a discount of approximately 41.2% over the average closing price of HK$1.81 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day; and (iv) a premium of approximately 325.9% to the consolidated net assets attributable to equity holders of the Company of approximately HK$0.25 per Share based on the consolidated net assets according to the Company s 2012 annual report and the number of issued Shares as at 31 December Listing The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon exercise of the Warrants. No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges. Ranking of Shares issued under the Warrants The Shares to be issued under the Warrant, when issued and fully paid, will rank pari passu in all respects with the existing issued Shares as at the date of allotment. Voting rights for the holders of the Warrants The holder(s) of the Warrants will not have any right to attend or vote at any meeting of the Company by virtue of them being the holders of the Warrants. The holder(s) of the Warrants shall not have the right to participate in any distributions and/or offers of further securities made by the Company. Specific mandate to issue the Warrants The Shares to be issued pursuant to the Warrants will be allotted and issued pursuant to a specific mandate. The Company will seek the grant of the specific mandate from the Shareholders at an extraordinary general meeting of the Company. A circular containing, among other things, (i) details of the issuance of the Warrants, (ii) notice of the extraordinary general meeting, and (iii) other information as required under the Listing Rules, will be despatched to the Shareholders on or before 6 June Use of proceeds As the Warrants are issued as an alternative settlement option to the Redemption Premium, there is only a nominal consideration of HK$1 for the issuance of the Warrants. Therefore, there is no cash proceeds raised from the issuance or the exercise of the Warrants that can be used, aside from settling the Redemption Premium. It is estimated that the cost involved in issuing the Warrants is about HK$500,000, which would imply that the net price per Share obtained by the Company would be approximately HK$ per Share. 4

5 Reasons for the Warrants Issuance The Warrants provide an alternative for the Company to repay the Redemption Premium of the Pledged Notes. In the absence of this alternative, the Company would be required to pay the investor, Maple Reach, an amount equal to HK$26,610,000 in cash. This would result in unnecessary financial strain on the cashflow of the Company. The Warrants, if exercised by Maple Reach, would relieve the Company of such cash outflow and reduce the Company s liabilities. This would conserve the working capital of the Company for operation purposes and allows for further investment opportunities. The Directors also consider that the issuance of the Warrants is on normal commercial terms after arm s length negotiations between the Company and Maple Reach, and that the terms of the Supplemental Deed are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Shareholding structure Assuming there is no further issue or repurchase of Shares from the date of this announcement, the shareholding structure of the Company (i) as at the date of this announcement, (ii) immediately after the full exercise of the Warrants (assuming that there will be no further changes in the issued share capital of the Company prior to such exercise) and (iii) immediately after the full exercise of the Warrants and all outstanding convertible bonds and warrants of the Company are as follows: As at the date of this announcement Number of Shares Approximate percentage of shareholding Immediately after the exercise in full of the Warrants Number of Shares Approximate percentage of shareholding Immediately after the exercise in full of the Warrants and all outstanding convertible bonds and warrants of the Company Number of Shares Approximate percentage of shareholding Well Bright Group Limited 179,450, ,450, ,450, (Note 1) Maple Reach 25,000, ,000, Convertible bond holders 26,296, (Note 2) Existing warrant holders 22,000, (Note 3) Other public Shareholders 190,550, ,550, ,550, Total: 370,000, ,000, ,296, Note: 1. Well Bright Group Limited is owned 50% by Mr. Cai Shuiyong. Mr. Cai Shuiyong is an executive Director. 5

6 2. Convertible bonds issued for the acquisition of 100% interest in Rongxuan Forestry Investment Holdings Limited as announced by the Company on 21 May Placing of unlisted warrants as announced by the Company on 18 January Upon full conversion of the Warrants, the shareholding of the existing controlling shareholder, Well Bright Group Limited, will be diluted and it will still be the controlling shareholder of the Company. Implications under Listing Rules Pursuant to Rule 15.02(1) of the Listing Rules, the Shares to be issued on exercise of the Warrants must not, when aggregated with all other equity securities remain to be issued on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the issue share capital of the Company at the time the Warrants are issued. Options granted under share option schemes which comply with Chapter 17 of the Listing Rules are excluded for the purpose of such limit. As at the date of this announcement, save for options which may be granted under the share option scheme of the Company, there are no securities with subscription rights outstanding and not yet exercised. Assuming (i) full exercise of the Warrants, (ii) the full exercise of the convertible bonds issued on 11 July 2012, and (iii) the full exercise of warrants successfully placed on 28 March 2013, an aggregate of 73,296,296 Shares will be issued from the aforesaid convertible securities, representing (i) 19.8% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.5% of the issued share capital of the Company as enlarged by the allotment and issue of all of the aforesaid convertible securities and the Warrants. Accordingly, the issue of the Warrants is in compliance with Rule 15.02(1) of the Listing Rules. Fund Raising Activities in the Past Twelve Months As announced by the Company on 21 May 2012, the Company has entered into a sale and purchase agreement with an Independent Third Party, pursuant to which the Company will acquire the entire equity interest of Rongxuan Forestry Investment Holdings Limited at the consideration of HK$21.3 million to be satisfied in full by the issue of convertible bonds by the Company under the general mandate. The convertible bonds to be issued for the aforesaid acquisition bear no interest, mature on the third anniversary after the date of issue and are convertible into conversion shares at the conversion price of HK$0.81 each. Details of the abovementioned are contained in the announcement of the Company dated 21 May As announced by the Company on 22 May 2012, the Company has entered into a placing agreement with a placing agent to procure the subscription of convertible bonds to be issued by the Company with an aggregate principal amount of HK$38.6 million. The placing agreement has lapsed on 22 November 2012 and no convertible bonds have been issued. As announced by the Company on 22 November 2012, the Company has entered into the subscription agreement with Maple Reach to issue Pledged Notes in the amount of HK$190 million. Details of the abovementioned are contained in the announcement of the Company dated 22 November The Company will utilize the proceeds from this Pledged Notes in full for the acquisition announced by the Company on 10 December

7 As announced by the Company on 18 January 2013, the Company has entered into the warrant subscription agreement with certain subscribers, whereby the subscribers will subscribe for 22,000,000 warrants to be issued by the Company at a consideration and exercise price of HK$0.01 and HK$0.99 per warrant, respectively. Details of the abovementioned are contained in the announcement of the Company dated 18 January Save as disclosed above, there has not been any other equity fund raising activity during the past twelve months immediately before the date of this announcement. Definitions In this announcement, the following expressions have the meanings set out below unless otherwise requires. Board Business Day(s) BVI CCBA Company connected person(s) Director(s) Group Hong Kong the board of directors of the Company any day (not being Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours British Virgin Islands China Construction Bank (Asia) Corporation Limited, a company incorporated in Hong Kong with limited liability Jiangchen International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed thereto under the Listing Rules the director(s) of the Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) person(s) or company(ies) and their respective ultimate beneficial owner(s) which, to the best of the Directors knowledge, information and belief having made all reasonable enquiries, are third parties independent of and not connected with the Company and its connected persons Last Trading Day 16 May 2013, being the last trading day of the Shares before the date of this announcement 7

8 Listing Committee Listing Rules Maple Reach Pledged Notes PRC or China Redemption Premium Share(s) Shareholder(s) Stock Exchange Subscription Agreement Warrant(s) Well Bright the listing sub-committee of the board of the Stock Exchange the Rules Governing the Listing of Securities on the Stock Exchange Maple Reach Limited, a company incorporated in the BVI with limited liability and a wholly owned subsidiary of CCB International Asset Management Limited the pledged notes in the amount of HK$190,000,000 issued by the Company for the subscription by Maple Reach pursuant to the Subscription Agreement the People s Republic of China which, for the purpose of this announcement only, does not include Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan the amount of HK$26,610,000 to be paid to Maple Reach upon the exercise of the right to such cash compensation by Maple Reach pursuant to the terms of the Subscription Agreement ordinary share(s) of HK$0.01 each in the capital of the Company holder(s) of the Shares The Stock Exchange of Hong Kong Limited the subscription agreement dated 15 November 2012, entered into among the Company, Well Bright, Maple Reach and CCBA, for the subscription of HK$190,000,000 pledged notes to be issued by the Company the aggregate of 25,000,000 unlisted warrants to be issued by the Company to Maple Reach, which could be exercised should Maple Reach elect to accept Shares instead of cash payment for the Redemption Premium Well Bright Group Limited, a company incorporated in the BVI with limited liability and is the controlling shareholder of the Company holding 179,450,000 Shares 8

9 HK$ Hong Kong dollar(s), the lawful currency of Hong Kong % per cent By order of the Board Jiangchen International Holdings Limited Cai Shuiyong Chairman and Executive Director Jiangxi Province, the PRC, 16 May 2013 As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Cai Shuiyong and Mr. Lei Zuliang; one non-executive Director, namely Professor Liu Zhikun; and three independent non-executive Directors, namely Mr. Long Weihua, Ms. Chan Ling and Mr. Liu Jianlin. 9

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