CONVOY FINANCIAL HOLDINGS LIMITED

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should seek independent professional advice. If you have sold or transferred all your shares in CONVOY FINANCIAL HOLDINGS LIMITED, you should at once hand this Circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, 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 Circular. CONVOY FINANCIAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1019) (1) PROPOSED PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; (2) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE; AND (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL Financial adviser to the Company Convoy Capital Hong Kong Limited Joint Placing Agents in respect of the Amended Specific Mandate Placing GF Securities (Hong Kong) Brokerage Limited SBI China Capital Financial Services Limited Arranger in respect of the Amended Specific Mandate Subscription Oriental Patron Asia Limited A notice convening the New EGM to be held at 39th 169 Electric Road, Hong Kong on Friday, 9 October 2015 at 10:00 a.m. is set out on pages EGM-1 to EGM-4 of this Circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return thesametothecompany s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the New EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the New EGM or any adjournment thereof should you so wish. 18 September 2015

2 CONTENTS Page DEFINITIONS... 1 LETTER FROM THE BOARD... 9 NEW EGM NOTICE... EGM-1 i

3 DEFINITIONS In this Circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires: Adjournment Announcement the announcement of the Company dated 31 August 2015 in respect of, among other things, the adjournment of the Original EGM Announcement the announcement of the Company dated 28 August 2015 in respect of, among other things, the General Mandate Placing, the Amended Specific Mandate Placing and the Amended Specific Mandate Subscription Amended Placing Specific Mandate Amended Specific Mandate Placing Amended Specific Mandate Placing Agreement Amended Specific Mandate Placees Amended Specific Mandate Placing Completion the specific mandate to be sought from the Shareholders at the New EGM to allot and issue the Amended Specific Mandate Placing Shares the proposed offer by way of private placing of the Amended Specific Mandate Placing Shares by the Joint Placing Agents to the Amended Specific Mandate Placees upon the terms and subject to the conditions set out in the Amended Specific Mandate Placing Agreement the Original Specific Mandate Placing Agreement as amended by the Specific Mandate Placing Supplemental Agreement, pursuant to which the Company has agreed to offer for subscription, and each Joint Placing Agent has agreed severally (and not jointly or jointly and severally) agreed to procure, as agent of the Company, placees for subscription for 7,508,300,000 Shares on a best effort basis upon the terms and subject to the conditions set out in such agreement not less than six person(s) or entity(ies), each of which is an individual, corporate and/or institutional investor, whom the Joint Placing Agents procure to subscribe for the Amended Specific Mandate Placing Shares pursuant to and in accordance with the Amended Specific Mandate Placing Agreement completion of the Amended Specific Mandate Placing in accordance with the terms and conditions of the Amended Specific Mandate Placing Agreement 1

4 DEFINITIONS Amended Specific Mandate Placing Completion Date Amended Specific Mandate Placing Long-Stop Date Amended Specific Mandate Placing Price Amended Specific Mandate Placing Shares Amended Specific Mandate Subscription Amended Specific Mandate Subscription Agreement Amended Specific Mandate Subscription Completion Amended Specific Mandate Subscription Completion Date Amended Specific Mandate Subscription Long-Stop Date the date when the Amended Specific Mandate Placing shall take place in accordance with the Amended Specific Mandate Placing Agreement 31 October 2015 according to the Amended Specific Mandate Placing Agreement HK$0.35 per Amended Specific Mandate Placing Share a total of 7,508,300,000 new Shares to be allotted and issued upon the terms and subject to the conditions set out in the Amended Specific Mandate Placing Agreement which will rank pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Amended Specific Mandate Placing Shares the proposed subscription for the Amended Specific Mandate Subscription Shares by the Subscribers on a several basis upon the terms and subject to the conditions set out in the Amended Specific Mandate Subscription Agreement the Original Specific Mandate Subscription Agreement as amended by the Specific Mandate Subscription Supplemental Agreement, pursuant to which the Company has agreed to allot and issue to the Subscribers, and the Subscribers have agreed to severally subscribe for 4,480,000,000 Shares (or such other number of Shares as determined according to the terms of such agreement) upon the terms and subject to the conditions set out in such agreement completion of the Amended Specific Mandate Subscription in accordance with the terms and conditions of the Amended Specific Mandate Subscription Agreement the date when the Amended Specific Mandate Subscription shall take place in accordance with the Amended Specific Mandate Subscription Agreement 31 October 2015 according to the Amended Specific Mandate Subscription Agreement 2

5 DEFINITIONS Amended Specific Mandate Subscription Price Amended Specific Mandate Subscription Shares Amended Subscription Specific Mandate Arranger HK$0.35 per Amended Specific Mandate Subscription Share 4,480,000,000 new Shares to be allotted and issued to, and to be subscribed for on a several basis by, the Subscribers pursuant to the Amended Specific Mandate Subscription Agreement the specific mandate to be sought from the Shareholders at the New EGM to allot and issue the Amended Specific Mandate Subscription Shares Oriental Patron Asia Limited, a company incorporated in Hong Kong, licensed to carry on types 1 (dealing in securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO Articles the memorandum and articles of association of the Company associates Board Business Day Circular Company connected persons Director(s) has the meaning ascribed thereto in the Listing Rules the board of the Directors a day (excluding a Saturday, Sunday or public holidays) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours the circular of the Company dated 18 September 2015 in respect of, among other things, the Amended Specific Mandate Placing and the Amended Specific Mandate Subscription Convoy Financial Holdings Limited 康 宏 金 融 控 股 有 限 公 司, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange has the meaning ascribed thereto in the Listing Rules director(s) of the Company 3

6 DEFINITIONS General Mandate General Mandate Placing General Mandate Placing Agreement General Mandate Placing Completion General Mandate Placing Shares GF Securities Group the general mandate granted to the Directors to allot, issue and deal with up to 491,779,200 Shares at the annual general meeting of the Company held on 9 June 2015 (representing 20% of the then issued capital of the Company as at the date of the said annual general meeting) or securities convertible into such Shares, or options, warrants or similar rights to subscribe for such Shares or such convertible securities the proposed offer by way of private placing of the General Mandate Placing Shares by the Joint Placing Agents to the general mandate placees upon the terms and subject to the conditions set out in the General Mandate Placing Agreement and as announced by the Company in the Announcement the placing agreement entered into between the Company and the Joint Placing Agents on 28 August 2015 pursuant to which the Company has agreed to offer for subscription pursuant to the exercise of the General Mandate and each Joint Placing Agent has agreed severally (and not jointly or jointly and severally) to procure, as agent of the Company, places for subscription of up to 491,700,000 General Mandate Placing Shares on a best effort basis upon the terms and subject to the conditions set out in such agreement completion of the General Mandate Placing in accordance with the terms and conditions of the General Mandate Placing Agreement a total of 491,700,000 new Shares to be allotted and issued upon the terms and subject to the conditions set out in the General Mandate Placing Agreement which will rank pari passu in all respects with the Shares in issue as at the date of allotment and issue of the General Mandate Placing Shares GF Securities (Hong Kong) Brokerage Limited, one of the Joint Placing Agents the Company and its subsidiaries 4

7 DEFINITIONS Increase in Authorised Share Capital Independent Third Party Inside Information Announcement Joint Placing Agents Latest Practicable Date Listing Committee Listing Rules Mr. Tsai New EGM New EGM Notice the proposed increase in authorised share capital of the Company from HK$400,000,000 divided into 4,000,000,000 Shares of par value of HK$0.10 each to HK$2,000,000,000 divided into 20,000,000,000 Shares of par value of HK$0.10 each by creating an additional 16,000,000,000 unissued Shares independent third party who is independent of and not connected with the Company and its connected persons or their respective associates and Independent Third Parties shall be construed accordingly the announcement of the Company dated 25 August 2015 in respect of, among other things, certain inside information of the Company collectively, GF Securities and SBI China Financial, and each a Joint Placing Agent 15 September 2015, being the latest practicable date for ascertaining certain information referredtointhiscircular the listing committee of the Stock Exchange the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended and modified from time to time Mr. Ming-Hsing Tsai( 蔡 明 興 ), a member of The Tsai Family the extraordinary general meeting of the Company to be convened to consider and, if thought fit, pass the resolutions to approve, among other things, (i) the Amended Specific Mandate Placing Agreement and the transactions contemplated thereunder (including the Amended Placing Specific Mandate) and (ii) the Amended Specific Mandate Subscription Agreement and the transactions contemplated thereunder (including the Amended Subscription Specific Mandate) the notice convening the New EGM dated 18 September 2015 given to the Shareholders 5

8 DEFINITIONS Original Circular Original EGM Original EGM Notice Original Specific Mandate Placing Announcement Original Specific Mandate Placing Agreement Original Specific Mandate Subscription Announcement Original Specific Mandate Subscription Agreement SBI China Financial SFC SFO the circular of the Company dated 7 August 2015 in relation to, among others, the Original Specific Mandate Placing Agreement and the Original Specific Mandate Subscription Agreement the extraordinary general meeting of the Company held on 31 August 2015, which has been adjourned sine dine by the approval with a majority of Shareholders who were present and voting the notice convening the Original EGM dated 7 August 2015 given to the Shareholders the announcement of the Company dated 5 June 2015 in relation to, among others, the Original Specific Mandate Placing Agreement the placing agreement dated 4 June 2015 entered into between the Company and the Joint Placing Agents in relation to the proposed offer by way of private placing of the placing shares by the Joint Placing Agents to the placees upon the terms and subject to the conditions set out in such agreement the announcement of the Company dated 9 July 2015 in relation to, among others, the Original Specific Mandate Subscription Agreement thesubscriptionagreementdated7july2015enteredinto between the Company, the Arranger, Mr. Tsai and the Subscribersinrelationtotheproposedsubscriptionforthe subscription shares by the Subscribers on a several basis upon the terms and subject to the conditions set out in such agreement SBI China Capital Financial Services Limited, one of the Joint Placing Agents the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), as amended and modified from time to time 6

9 DEFINITIONS Share(s) Shareholder(s) Specific Mandate Placing Supplemental Agreement Specific Mandate Subscription Supplemental Agreement Stock Exchange Substantial Shareholder Subscribers Supplemental Announcement Takeovers Code The Tsai Family Warrant (I) ordinary share(s) of HK$0.10 each in the share capital of the Company holder(s)oftheshare(s) the supplemental agreement dated 28 August 2015 entered into between the Company and the Joint Placing Agents pursuant to which certain key commercial terms of the Original Specific Mandate Placing Agreement have been amended the supplemental agreement dated 28 August 2015 entered into between the Company, the Arranger, Mr. Tsai and the Subscribers pursuant to which certain key commercial terms of the Original Specific Mandate Subscription Agreement have been amended The Stock Exchange of Hong Kong Limited has the meaning ascribed thereto in the Listing Rules Eagle Legacy Limited and Oceana Glory Limited, each of whichisanindependentthirdpartyandcontrolledbythe Tsai Family the announcement of the Company dated 7 August 2015 in relation to the Original Specific Mandate Placing Agreement the Code on Takeovers and Mergers of Hong Kong, as amended and modified from time to time the family which controls the Subscribers up to 40,000,000 non-listed warrants in registered form with rights to subscribe for up to 40,000,000 new Shares at an adjusted subscription price of HK$0.632 per Share exercisable since 1 January 2015 pursuant to an instrument executed by way of deed poll on 11 March

10 DEFINITIONS Warrant (II) Warrant(s) up to 40,000,000 non-listed warrants in registered form with rights to subscribe for up to 40,000,000 new Shares at an adjusted subscription price of HK$0.632 per Share exercisable since 1 January 2016 pursuant to an instrument executed by way of deed poll on 11 March 2013 together, Warrant (I) and Warrant (II) % per cent. 8

11 CONVOY FINANCIAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1019) Executive Directors: Mr. Wong Lee Man (Chairman) Ms. Fong Sut Sam Mr. Mak Kwong Yiu Mr. Tan Ye Kai, Byron Mr.NgWingFai Independent Non-Executive Directors: Mr. Ma Yiu Ho, Peter Mr. Lam Chi Keung Mr. Chan Ngai Sang, Kenny Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Head Office and principal place of business in Hong Kong: 5th, 7th, 39th and 40th 169 Electric Road Hong Kong 18 September 2015 To the Shareholders Dear Sir or Madam, (1) PROPOSED PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; (2) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE; AND (3) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL I. INTRODUCTION Reference is made to the Announcement, the Adjournment Announcement, the Original Specific Mandate Placing Announcement, the Original Specific Mandate Subscription Announcement, the Supplemental Announcement, the Original Circular and the Inside Information Announcement. As disclosed in the Announcement, the Company has re-negotiated with the relevant parties the key terms of the Original Specific Mandate Placing Agreement and the Original Specific Mandate Subscription Agreement, due to market circumstances. 9

12 On 28 August 2015, the Company has entered into the Specific Mandate Placing Supplemental Agreement (with the Joint Placing Agents) and the Specific Mandate Subscription Supplemental Agreement (with the Arranger, Mr. Tsai and the Subscribers) respectively, pursuant to which certain key commercial terms of the Original Specific Mandate Placing Agreement and the Original Specific Mandate Subscription Agreement (including the placing and issue price and the number of Shares to be placed and issued thereunder) have been amended. It is proposed that the Amended Placing Specific Mandate and the Amended Subscription Specific Mandate will be sought for the issue of the Amended Specific Mandate Placing Shares and Amended Specific Mandate Subscription Shares respectively. The Original EGM has been held on 31 August Since the key commercial terms of the Original Specific Mandate Placing Agreement and the Original Specific Mandate Subscription Agreement (including the placing and issue price and the number of Shares to be placed and issued thereunder) have been amended, resolutions 2 and 3 contained in the Original EGM Notice were no longer applicable. As disclosed in the Adjournment Announcement, the Original EGM has been adjourned sine die with the approval of a majority of the Shareholders who were present and voting. The purpose of this Circular is to provide you with information relating to the Amended Specific Mandate Placing Agreement, the Amended Specific Mandate Subscription Agreement and the Increase in Authorised Share Capital, together with the New EGM Notice. Shareholders should refer to the information contained in this Circular in considering the Amended Specific Mandate Placing and the Amended Specific Mandate Subscription, and not the information contained in the Original Specific Mandate Placing Announcement, the Original Specific Mandate Subscription Announcement, the Supplemental Announcement and the Original Circular. II. PLACING OF NEW SHARES UNDER GENERAL MANDATE As disclosed in the announcement by the Company dated 10 September 2015, all the conditions set out in the General Mandate Placing Agreement have been fulfilled and the General Mandate Placing Completion took place on 10 September 2015 in accordance with the terms and conditions of the General Mandate Placing Agreement. For further details of the completion of the General Mandate Placing, please refer to the announcement of the Company dated 10 September

13 III. PLACING OF NEW SHARES UNDER SPECIFIC MANDATE AND ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE A. The Amended Specific Mandate Placing Agreement A summary of the principal terms of the Amended Specific Mandate Placing Agreement is set out below. Date 4 June 2015 (as supplemented and amended by the Specific Mandate Placing Supplemental Agreement dated 28 August 2015) Parties Issuer: Joint Placing Agents: The Company GF Securities and SBI China Financial GF Securities is a company incorporated in Hong Kong with limited liability licensed to carry on type 1 (dealing in securities) and type 4 (advising on securities) regulated activities under the SFO. SBI China Financial is a company incorporated in Hong Kong with limited liability licensed to carry on type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO. To the best information, knowledge and belief of the Directors having made all reasonable enquiries, each of the Joint Placing Agents is independent of and not connected with the Company, its subsidiaries and their respective directors, chief executives and Substantial Shareholders, and their respective associates. Amended Specific Mandate Placees The Amended Specific Mandate Placing Shares are currently expected to be placed to not less than six Amended Specific Mandate Placees, who will be individual, corporate and/or institutional investors. Immediately before the Amended Specific Mandate Placing Completion, the Amended Specific Mandate Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties and not connected with any of the Directors, chief executive or Substantial Shareholders of the Company or its subsidiaries or their respective associates. 11

14 Pursuant to the Amended Specific Mandate Placing Agreement, the Joint Placing Agents have undertaken that any of the Amended Specific Mandate Placees may hold 10% or more (but in any event, less than 30%) of the then enlarged issued share capital of the Company immediately after Amended Specific Mandate Placing Completion, and that such Amended Specific Mandate Placee might thereby become a connected person of the Company provided always that: (i) each of the Amended Specific Mandate Placees is not and will not be connected or acting in concert with each other; (ii) the Amended Specific Mandate Placing Shares will be placed to the Amended Specific Mandate Placees and the Amended Specific Mandate Placing will be conducted in a manner such that no general offer obligation will arise under Rule 26 of the Takeovers Code in respect of the Company s securities; and (iii) the Company will be able to meet the public float requirement of it under Rule 8.08 of the Listing Rules from time to time and at all times from the date of the Amended Specific Mandate Placing Agreement and until the date of and immediately following Amended Specific Mandate Placing Completion and Amended Specific Mandate Subscription Completion (on the basis and as if Amended Specific Mandate Subscription Completion took place immediately after the occurrence of Amended Specific Mandate Placing Completion and in the manner as announced by the Company in the Announcement). Amended Specific Mandate Placing Price The Amended Specific Mandate Placing Price of HK$0.35 per Amended Specific Mandate Placing Share, which was determined after arm s length negotiations between the Company and the Joint Placing Agents with reference to, among other things, the recent trading prices of the Shares and prevailing market conditions. Number of Amended Specific Mandate Placing Shares The maximum of 7,508,300,000 Amended Specific Mandate Placing Shares represent (i) approximately % of the number of issued Shares as at the Latest Practicable Date; and (ii) approximately 71.79% of the total number of issued Shares as enlarged by the allotment and issue of the Amended Specific Mandate Placing Shares (assuming that all the Amended Specific Mandate Placing Shares are fully subscribed for, without taking into account the Amended Specific Mandate Subscription and assuming there is no change in the total number of issued Shares other than the allotment and issue of the Amended Specific Mandate Placing Shares since the Latest Practicable Date and up to the Amended Specific Mandate Placing Completion Date). 12

15 Amended Specific Mandate Placing Commission Upon Amended Specific Mandate Placing Completion, the Joint Placing Agents will receive a placing commission of 3.5% of the aggregate Amended Specific Mandate Placing Price of the Amended Specific Mandate Placing Shares placed by the Joint Placing Agents under the Amended Specific Mandate Placing. The placing commission was determined after arm s length negotiation between the Company and the Joint Placing Agents under normal commercial terms and with reference to the prevailing market conditions, and the Directors consider that the terms of the Amended Specific Mandate Placing Agreement are fair and reasonable. Amended Specific Mandate Placing Conditions Amended Specific Mandate Placing Completion is subject to the satisfaction of the conditions including the following: (a) (b) (c) (d) the granting by the Listing Committee of the listing of, and permission to deal in, all of the Amended Specific Mandate Placing Shares; the passing by the Shareholders of the resolution(s) at the New EGM to approve the Amended Specific Mandate Placing Agreement and the transactions contemplated thereunder (including but not limited to the allotment and issue of the Amended Specific Mandate Placing Shares, i.e. the Amended Placing Specific Mandate); the passing by the Shareholders at the New EGM of a resolution for the Increase in Authorised Share Capital; and where applicable, the SFC having approved any change of the Substantial Shareholder(s) of any member of the Group which is a corporation licensed by the SFC to carry out regulated activities under the SFO that would or may result from or is otherwise in connection with the Amended Specific Mandate Placing. For the avoidance of doubt, Amended Specific Mandate Placing Completion is not conditional upon the completion of either the General Mandate Placing or the Amended Specific Mandate Subscription. In the event any of the conditions are not satisfied by the Amended Specific Mandate PlacingLong-StopDate(being31October 2015), the Amended Specific Mandate Placing Agreement shall be terminated and of no effect to the parties thereto. 13

16 Amended Specific Mandate Placing Completion Amended Specific Mandate Placing Completion will take place on the Amended Specific Mandate Placing Completion Date, being the third clear Business Day following the fulfillment of all the conditions, or such other date as may be agreed by the parties to the Amended Specific Mandate Placing Agreement. It is the current intention of the Company to proceed with, and that it will use its best efforts to work towards, Amended Specific Mandate Placing Completion as soon as practicable after the requisite Shareholders approvals are obtained at the New EGM. In the event that there is any extension of the Amended Specific Mandate Placing Long-Stop Date, the Company shall re-comply with all applicable requirements of the Listing Rules as and when appropriate. B. The Amended Specific Mandate Subscription Agreement A summary of the principal terms of the Amended Specific Mandate Subscription Agreement is set out below. Date 7 July 2015 (as amended and supplemented by the Specific Mandate Subscription Supplemental Agreement dated 28 August 2015) Parties Arranger: Subscribers: Other: Oriental Patron Asia Limited, licensed to carry on types 1 (dealing in securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO Eagle Legacy Limited and Oceana Glory Limited Mr. Tsai To the best of the information, knowledge and belief of the Directors having made all reasonable enquiries: (i) currently, the Arranger, Mr. Tsai and the Subscribers are Independent Third Parties; and (ii) each of the Subscribers is an investment entity ultimately beneficially wholly owned by The Tsai Family, being an Independent Third Party. 14

17 Amended Specific Mandate Subscription Price The Amended Specific Mandate Subscription Price of HK$0.35 per Amended Specific Mandate Subscription Share was determined after arm s length negotiations between the Company, the Arranger, Mr. Tsai and the Subscribers with reference to, among other things, the historical trading prices of the Shares and the Amended Specific Mandate Placing Price. Number of Amended Specific Mandate Subscription Shares The number of 4,480,000,000 Amended Specific Mandate Subscription Shares represents (i) approximately % of the number of issued Shares as at the Latest Practicable Date; and (ii) approximately 29.99% of the then total number of issued Shares as enlarged by the allotment and issue of the Amended Specific Mandate Subscription Shares (assuming that all the Specific Mandate Placing Shares are fully subscribed for and there is no change in the total number of issued Shares other than the allotment and issue of the Amended Specific Mandate Placing Shares and the Amended Specific Mandate Subscription Shares since the Latest Practicable Date and up to the Amended Specific Mandate Subscription Completion). The Company may before the Amended Specific Mandate Subscription Completion adjust the number of the Amended Specific Mandate Subscription Shares such that the total number of new Shares to be subscribed for by all the Subscribers will represent an aggregate of 29.99% of the Company s total enlarged issued share capital immediately upon the Amended Specific Mandate Subscription Completion. Fees and Expenses Upon Amended Specific Mandate Subscription Completion, the Arranger will receive: (i) from the Company an arrangement fee of 3.5% of the aggregate sum of the Amended Specific Mandate Subscription Price multiplied by the Amended Specific Mandate Subscription Shares actually subscribed for by the Subscribers and allotted and issued by the Company; and (ii) from each Subscriber a concession fee of 1.0% of the aggregate sum of the Amended Specific Mandate Subscription Price multiplied by the Amended Specific Mandate Subscription Shares actually subscribed for by that Subscriber. The above fees were determined after arm s length negotiation between the Company, the Arranger, Mr. Tsai and the Subscribers under normal commercial terms and with reference to the prevailing market conditions, and the Directors considered that the terms of the Amended Specific Mandate Subscription Agreement are fair and reasonable. 15