TCL COMMUNICATION TECHNOLOGY HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2618)

Transcription

1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. TCL COMMUNICATION TECHNOLOGY HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2618) PROPOSED ISSUE OF ZERO COUPON CONVERTIBLE BONDS AND RESUMPTION OF TRADING The Company entered into the Subscription Agreement on 19 March 2007 with DBS pursuant to which DBS agreed to subscribe for the Convertible Bonds at an aggregate principal amount of US$27 million. The Company has further granted to DBS an option to require the Company to issue up to a further US$18 million in principal amount of the Convertible Bonds. The net proceeds from the issue of the Convertible Bonds (excluding the issue of the Optional Bonds) of approximately HK$204.6 million will be used for general corporate working capital purposes and refinancing of some existing indebtedness. Trading in the Shares was suspended from 9:30 a.m. on 20 March 2007 pending the release of this announcement. Application has been made by the Company for the resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 21 March Set out below are the principal terms of the Subscription Agreement and the Convertible Bonds. THE SUBSCRIPTION AGREEMENT Dated : 19 March 2007 Issuer : the Company Subscriber: DBS Subscription: DBS agreed to subscribe for the Convertible Bonds at an aggregate principal amount of US$27 million. The Company has granted to DBS an option to require the Company to issue up to a further US$18 million in principal amount of the Convertible Bonds. The option can be exercised by DBS, in whole or in part, at any time within a period of 90 calendar days after the later of the Firm Bond Closing Date or the passing of the resolution by the Shareholders at the EGM in respect of the approval of an increase in the Company s authorised share capital such that following such approval the Company will have sufficient authorised share capital to satisfy the issue of the Optional Bond Conversion Shares. To the best knowledge, information and belief of the Directors and after making all reasonable enquiries, DBS and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Conditions: The Subscription Agreement is conditional upon, among other things,: (a) the trust deed and the agency agreement, each in a form reasonably satisfactory to DBS, having been executed by all parties thereto on or prior to the Firm Bond Closing Date; (b) all the required government and/or regulatory approvals having been obtained as necessary for the Company to issue and offer the Convertible Bonds and meet its obligations under the Subscription Agreement, the trust deed and the agency agreement and the Convertible Bonds; (c) the Company having sufficient authorized share capital together with all necessary Shareholders approval to satisfy the issue of the Firm Bond Conversion Shares and the Optional Conversion Shares at the Firm Bond Closing Date and the Optional Bond Closing Date respectively; 1

2 (d) the Company having, in respect of the Firm Bonds on or prior to the Firm Bond Closing Date and in respect of the Optional Bonds on or prior to the Optional Bond Closing Date, obtained from the Stock Exchange, the approval regarding the listing of, and permission to deal in the Firm Bond Conversion Shares and Optional Bond Conversion Shares, as the case may be; (e) there shall have been delivered to DBS comfort letters and legal opinion on matters in relation to the offering of the Convertible Bonds and in a form satisfactory to DBS; (f) the lock-up undertakings given by the Company (as detailed in the paragraph headed Undertaking below) and TCL Corporation having been executed and a copies thereof having being delivered to DBS on or prior to the date of the Subscription Agreement; (g) all consents and approvals required in relation to the issue of the Convertible Bonds and the performance of its obligations under the trust deed, the agency agreement and the Convertible Bonds; (h) DBS shall have been satisfied with the results of its due diligence investigations on the Group, and the information memorandum shall have been prepared in form and content satisfactory to DBS; and (i) on or prior to the Firm Bond Closing Date, there shall have been delivered to DBS a legal due diligence report concerning the PRC operations of the Group (in the form and substance satisfactory to DBS) issued by a PRC lawyer, dated not earlier than 10 days prior to the Firm Bond Closing Date. If any of the aforesaid conditions is not satisfied on or prior to the relevant Firm Bond Closing Date or the Optional Bond Closing Date (as the case may be), DBS shall be released and discharged from its obligations relating to the Convertible Bonds. Closing of the Firm Bonds: Subject to fulfillment of the aforesaid conditions precedent to the Subscription Agreement, the closing of the Firm Bonds shall take place at the Firm Bond Closing Date. Termination: DBS may, at any time prior to payment of the net subscription monies for the Convertible Bonds to the Company on the Firm Bond Closing Date, terminate the Subscription Agreement upon the occurrence of certain events which include, among other things, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Company on any stock exchange or in any over-the-counter market) or currency exchange rates or foreign exchange controls which would in DBS s view be likely to prejudice materially the success of the issue and offering of the Convertible Bonds or the distribution of the Convertible Bonds or dealings in the Convertible Bonds in the secondary market. Undertaking: Each of the Company and TCL Corporation has undertaken to DBS that at any time during the period commencing on the date of the Subscription Agreement and ending 90 calendar days after the later of the Firm Bond Closing Date and the Optional Bond Closing Date, without the prior written consent of DBS neither it, nor any of its subsidiaries or affiliates, nor any person acting on their behalf nor any related person will: (a) directly or indirectly, issue, offer, sell, contract to issue, offer or sell, pledge or otherwise dispose of (or publicly announce any such issuance, offer, sale or disposal): (1) any of the Shares or any securities convertible or exchangeable into or exercisable for Shares or any warrants or other rights to purchase or subscribe or otherwise acquire Shares; or (2) any security or financial product whose value is determined directly or indirectly by reference to the price of the Shares; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares. This undertaking shall not apply to the issue of the Convertible Bonds under the Subscription Agreement, the issue of Shares under the Option Scheme and the Convertible Notes. PRINCIPAL TERMS OF THE CONVERTIBLE BONDS The principal terms of the Convertible Bonds are summarised as follows: Issuer : The Company Principal amount : Up to US$45 million, US$18 million of which are Optional Bonds Cash Settlement Option : Notwithstanding the Conversion Right of each Bondholder in respect of each Convertible Bond, at any time when the delivery of Conversion Shares is required to satisfy the Conversion Right, instead of issuing the Conversion Shares, the Company shall have the option to pay to the relevant Bondholder an amount of cash equal to the Cash Settlement Amount. 2

3 Issue price : 100% of the principal amount of the Convertible Bonds Denomination : US$1,000 Maturity : Unless previously redeemed, converted or purchased and cancelled, the Company will redeem each outstanding Convertible Bond at 132% of its principal amount on the Maturity Date. Yield to Maturity : 5.709% Interest : The Convertible Bonds are zero coupon bonds. Conversion Price : The price at which Shares will be issued upon conversion of the Bonds will initially be HK$ per Share, subject to adjustments. The Conversion Price will be subject to standard anti-dilution provisions for, amongst other things, capitalisation, consolidations of Shares, dividends on Shares, extraordinary cash dividends, rights issues to Shareholders (where such issues are at a price per Share of less than 95% of the prevailing market price), warrants issues to Shareholders (where such warrants are issued at less than 95% of the prevailing market price), other issue of Shares (where such shares are issued at less than 90% of the prevailing market price), issues of equity-related securities convertible or exchangeable into Shares at a price per Share of less than 90% of the prevailing market price tender or exchange offers at and other events which may have a diluting effect on Bondholders. The Conversion Price was arrived after arm s length negotiation between the Company and DBS and is on normal commercial terms with reference to the previous closing price of the Shares. The Conversion Price represents: (a) a premium of approximately 23.58% of the closing price per Share as quoted on the Stock Exchange of HK$0.265 per Share on the Last Trading Day; (b) a premium of approximately 25% of the average closing price per Share as quoted on the Stock Exchange of approximately HK$0.262 per Share for the five consecutive trading days up to and including the Last Trading Day; and (c) a premium of approximately 26.20% of the average closing price per Share as quoted on the Stock Exchange of HK$ per Share for the ten consecutive trading days up to and including the Last Trading Day. Conversion Period : Subject to the terms of the Convertible Bonds, Bondholder(s) will have the right to convert at any time on and after 2 May 2007 up to close of business on 19 March 2012 or if such Convertible Bonds shall have been called for redemption by the Company before the Maturity Date, then up to the close of business on the seventh day prior to the date fixed for redemption. If (a) the Company shall default in making payment in full in respect of any Convertible Bond which shall have been called for redemption on the date fixed for redemption thereof; (b) any Convertible Bond has become due and payable prior to the Maturity Date by reason of the occurrence of any of events of default; or (c) any Convertible Bond is not redeemed on the Maturity Date in accordance with the terms and conditions, the Conversion Right will revive and/or will continue to be exercisable up to, and including, the close of business on the date upon which the full amount of the moneys payable in respect of such Convertible Bond has been duly received by the Bondholders. Fractions of Shares will not be issued on conversion and no cash adjustments will be made in respect thereof. Ranking of Conversion : The Conversion Shares shall, when issued, rank pari passu in all Shares respects with the Shares then in issue on the relevant conversion date. 3

4 Redemption at option : On or at any time after 2 April 2009 and prior to the Maturity of the Company Date, the Company may redeem some or all the Convertible Bonds at the Accreted Principal Amount if the closing price of the Shares as quoted on the Stock Exchange for each of the 20 consecutive Trading Days the last of which occurs not more than 14 days prior to the date upon which notice of such redemption is given is at least 140% of the applicable Accreted Principal Amount divided by the ratio which is the principal amount of the Convertible Bonds divided by the then conversion price translated into U.S. Dollars at a fixed rate of exchange of HK to US$1. Redemption at option : Each Bondholder will have the right, at such Bondholder s option, of the Bondholders to require the Company to redeem all or some of the Convertible Bonds in whole but not in part on 2 April 2010 at 117% of their unpaid principal amount. Put right of the : Bondholders shall have the right to require the Company to redeem Bondholders all or some of their Convertible Bonds at their Accreted Principal Amount in the event that: (a) there is a Change of Control of the Company; and (b) the Shares cease to be listed on the Stock Exchange. Reset Feature First Reset : The Conversion Price shall be adjusted on the First Reset Date to the Average Market Price if the Average Market Price per Share is less than the Conversion Price, provided that the adjusted Conversion Price shall not be less than 75% of the initial Conversion Price (i.e. HK$0.2456), subject to standard anti-dilution adjustment. Second Reset : The Conversion Price shall be adjusted on the Second Reset Date to the Average Market Price if the Average Market Price per Share is less than the Conversion Price, provided that the adjusted Conversion Price shall not be less than 56.25% of the initial Conversion Price (i.e. HK$0.1842), subject to standard anti-dilution adjustment. Further announcement will be made by the Company if the Conversion Price has been reset. If all the Firm Bonds are converted at the initial Conversion Price of HK$ each at a fixed rate of exchange of HK to US$1, there will be 644,075,725 Firm Bond Conversion Shares (representing approximately 10.84% and 9.78% respectively of the existing and the enlarged issued share capital of the Company). Based on the Conversion Price of HK$ and the maximum reset rate, the lowest possible Conversion Price will be reset to HK$ per Share, the maximum number of Conversion Shares to be issued by the Company upon full conversion of the Firm Bonds will be 1,145,023,511 Firm Bond Conversion Shares. As up to 1,187,550,000 Shares may be issued under the General Mandate, such 1,145,023,511 Firm Bond Conversion Shares to be issued upon full conversion of the Firm Bonds will be issued and allotted pursuant to the General Mandate. If all the Optional Bonds are converted at the initial Conversion Price of HK$ each at a fixed rate of exchange of HK$ to US$1, there will be 429,383,817 Conversion Shares (representing approximately 7.23% and 6.74% respectively of the existing and the enlarged issued share capital of the Company). Based on the Conversion Price of HK$ and the maximum reset rate, the lowest possible Conversion Price will be reset to HK$ and the maximum number of Optional Bond Conversion Shares to be issued by the Company upon full conversion of the Optional Bonds at the lowest possible Conversion Price will be approximately 763,349,008 Optional Bond Conversion Shares (representing approximately 12.85% and 11.38% respectively of the existing and the enlarged issued share capital of the Company). The issue of the Optional Bonds and the allotment and issue of Optional Bond Conversion Shares will be subject to Shareholders approval. 4

5 Early redemption : The Company may redeem all, but not some, of the Convertible Bonds at Accreted Principal Amount in the event of certain changes in tax regulations in the Cayman Islands or Hong Kong to render the Company to subject to tax for its payment to the Bondholders, subject to the right of Bondholders to elect to have their Convertible Bonds not be redeemed and thereafter to receive payments of principal, default interest or premium of the Convertible Bonds subject to withholding or deduction on account of relevant taxation. Transferability : The Convertible Bonds may be transferred subject to compliance of the conditions of the Convertible Bonds including the delivery of the certificate issued in respect of that Bond with the form of the transfer on the back duly completed. The Company will disclose to the Stock Exchange any dealings by a connected person of the Company in the Convertible Bonds from time to time immediately upon the Company becoming aware of it. Voting rights : Bondholders will not be entitled to receive notices of, attend or vote at any general meetings of the Company by reason only of any of them being a Bondholder. Listing : The Convertible Bonds will not be listed on the Stock Exchange or any other stock exchange. An application will be made to the Stock Exchange for the listing of, and permission to deal in the Conversion Shares. Negative pledge : Save as provided in the terms and conditions of the Convertible Bonds, the Company undertakes that, so long as any of the Convertible Bond remains outstanding, it will not, and will procure that none of its subsidiaries or other person to create, among other things, any mortgage, charge, pledge, lien or other form of encumbrance on their respective present or future assets or revenues, or any guarantee of or indemnity to secure any Market Securities. APPLICATION FOR LISTING No application will be made for listing of, or permission to deal in, the Conversion Bonds to the Stock Exchange or any other stock exchange. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares which may fall to be allotted and issued pursuant to the Convertible Bonds. EFFECT ON THE SHARE CAPITAL The effects on the shareholding structure of the Company upon full conversion of the Firm Bonds and the Optional Bonds respectively are as follows: Allotment and issue of Firm Bond Conversion Shares Assuming full conversion Assuming full conversion of of the Firm Bonds at the the Firm Bonds at the initial reset Conversion Price As at the date Conversion Price of HK$ at its lowest of HK$ Shareholders of this announcement per Share (Note 1) per Share (Note 2) Number of Shares % Number of Shares % Number of Shares % TCL Corporation 3,245,496, % 3,245,496, % 3,245,496, % Norrell Overseas 576,635, % 576,635, % 576,635, % Invest Ltd. (Note 3) Directors 77,948, % 77,948, % 77,948, % Bondholders (Note 4) 644,075, % 1,145,023, % the Public 2,041,799, % 2,041,799, % 2,041,799, % Total: 5,941,880, % 6,585,955, % 7,086,903, % 5

6 Allotment and issue of Optional Bond Conversion Shares Assuming full Assuming full conversion Assuming full conversion of conversion of the Optional of the Optional Bonds at the Convertible Bonds at the Bonds at the initial Conversion the reset Conversion Price reset Conversion Price at As at the date Price of HK$ at its lowest of HK$ its lowest of HK$ Shareholders of this announcement per Share (Note 1) per Share (Note 2) per Share (Note 2) Number of Shares % Number of Shares % Number of Shares % Number of Shares % TCL Corporation 3,245,496, % 3,245,496, % 3,245,496, % 3,245,496, % Norrell Overseas Invest Ltd. (Note 3) 576,635, % 576,635, % 576,635, % 576,635, % Directors 77,948, % 77,948, % 77,948, % 77,948, % Bondholders (Note 4) 429,383, % 763,349, % 1,908,372, % the Public 2,041,799, % 2,041,799, % 2,041,799, % 2,041,799, % Total: 5,941,880, % 6,371,263, % 6,705,229, % 7,850,252, % Notes: 1. Assuming that the Convertible Bonds are fully converted into Shares (subject to adjustment) at the initial Conversion Price of HK$ each. 2. Assuming that the Conversion Price is reset at HK$0.1842, that is, 56.25% of the initial Conversion Price of HK$ and the Convertible Bonds are fully converted into Shares (subject to adjustment) at such conversion price of HK$ Norrell Overseas Invest Ltd. is the trustee of a discretionary trust, the founder of which is Madam Leung Lai Bing, the wife of Mr. Wong Toe Yeung. 4. The actual number of Shares to be held by each Bondholder will depend on the amount of Convertible Bonds held by it. Should the number of Shares to be issued and allotted upon conversion of the Convertible Bonds held by an individual Bondholder representing 10% or more of the issued share capital of the Company, such Bondholder will not be counted as a member of the public. OTHER CONVERTIBLE SECURITIES OF THE COMPANY As at the date of this announcement, there were outstanding Convertible Notes in the principal amount of 20,000,000 (convertible at the fixed rate of exchange specified in the notes which is equivalent to HK$185,100,000). Under the Convertible Notes, TCL Corporation is entitled to convert the Convertible Notes into Shares from 29 July 2005 to 29 July Based on the conversion price of HK$ (subject to adjustment), the Convertible Notes carry rights to convert into up to 350,353,192 Shares. Assuming full conversion of the Convertible Bonds at the reset of the Conversion price at its lowest of HK$ per Share and the full conversion of the Convertible Notes, a total of 2,258,725,711 Shares will be issued on their conversions representing 38.01% and 27.54% of the existing and enlarged issued share capital of the Company. To the best knowledge of the Company, TCL Corporation has no immediate intention to convert the Convertible Notes. TCL Corporation has undertaken in the agreement subscribing for the Convertible Notes that it will not exercise the conversion rights under any Convertible Notes if immediately after such conversion there shall be less than the prescribed minimum percentage of the securities of the Company in the hands of the public within the meaning of Rule 8.08 of the Listing Rules by reason of such conversion. The Company has also undertaken to the Stock Exchange that it will do all such acts as necessary (including but not limited to the exercise of Cash Settlement Option) to maintain at all times the public float of the Shares in issue from time to time. As at the date of this announcement, the Company has 449,040,834 outstanding share options granted under the Option Scheme, entitling the option holders to subscribe for Shares at an exercise price ranging from HK$ to HK$ per Share. REASONS FOR THE ISSUE OF THE CONVERTIBLE BONDS AND USE OF PROCEEDS The net proceeds from the issue of the Convertible Bonds, after deducting expenses, and fees to be charged by DBS, are estimated to be approximately HK$204.6 million) before taking into account the issue of the Optional Bonds. The Company presently intends to use such proceeds as to approximately 50% to the refinancing of the indebtedness and as to approximately 50% to general corporate and working capital purposes of the Group. The conversion of the Convertible Bonds into Conversion Shares will enlarge the shareholder capital base of the Company and the Directors consider that it will facilitate the development and expansion of the Company. Taking into account that the Convertible Bonds are zero coupon bonds and that the conversion price represents a substantial premium to the prevailing Share price, the Directors are of the view that the terms of the Convertible Bonds are fair and reasonable and are in the interest of the Group and the Shareholders as a whole. RESUMPTION OF TRADING OF SHARES Trading in the Shares was suspended from 9:30 a.m. on 20 March 2007 pending the release of this announcement. Application has been made by the Company for the resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 21 March DEFINITION In this announcement, the following expressions have the following meanings, unless the context otherwise requires: 6

7 Accreted Principal Amount Average Market Price Board Bondholder(s) Cash Settlement Amount Cash Settlement Option Change of Control Closing Company Conversion Price Conversion Right Conversion Shares Convertible Bonds Convertible Notes DBS Director(s) EGM 100% of the principal amount of the Convertible Bonds plus an amount which will provide the Bondholders with a gross yield at 5.709% per annum to the redemption date, calculated on a semiannual basis the average of the closing prices of the Shares on the Stock Exchange for 20 consecutive Trading Days prior to the First Reset Date or the Second Reset Date, as applicable the board of Directors holder(s) of the Convertible Bonds the product of (a) the number of Shares otherwise deliverable upon exercise of the Conversion Right in respect of the Convertible Bonds and in respect of which the Company has elected the Cash Settlement Option; and (b) the arithmetic average closing price of the Shares for each day during the ten consecutive Trading Days immediately after the date of delivery of the Conversion Notice the option exercisable by the Company as described in the paragraph headed Cash Settlement Option under the section headed Principal Terms of the Convertible Bonds in this announcement the acquisition of the rights to appoint the majority of the Directors or acquisition of substantially all of the Shares or where a merger of the Company results in the same closing of the Firm Bonds or Optional Bonds under the Subscription Agreement in accordance with its terms and conditions TCL Communication Technology 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 (stock code : 2618) the initial conversion price of HK$ per Share, subject to antidilution and reset adjustments pursuant to the terms of the Convertible Bonds the right of a Bondholder to convert any Convertible Bonds into Shares the Shares to be allotted and issued by the Company upon exercise of the conversion rights attached to the Convertible Bonds convertible bonds to be issued by the Company in accordance with the provisions of the Subscription Agreement, i.e. the Firm Bonds and the Optional Bonds the convertible notes issued by the Company to TCL Corporation on 29 July 2005 with total outstanding principal amount of 20,000,000 (convertible at the fixed rate of exchange specified in the notes which is equivalent to HK$185,100,000) DBS Bank Ltd. director(s) of the Company the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve (a) the increase of the authorized share capital of the Company and (b) the issue of the Optional Bond Conversion Shares Firm Bonds convertible bond(s) in an aggregate principal amount of US$27 million to be issued by the Company under the Subscription Agreement Firm Bond Closing Date at 5:00 p.m. on 2 April 2007 (or such other time or date on or before 14 April 2007 as the Company and DBS shall agree) Firm Bond Conversion Shares to be allotted and issued by the Company upon conversion Shares of the Firm Bonds First Reset Date 2 April 2008 General Mandate the general mandate granted by the Shareholders to the Directors with respect to the issuance of 1,187,550,000 Shares in the annual general meeting of the Company held on 8 June 2006 Group the Company and its subsidiaries 7

8 HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the PRC Last Trading Day 19 March 2007, being the last date on which the Shares were traded on the Stock Exchange immediately before the date of this announcement Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange from time to time Market Securities any present or future indebtedness in the form of, or represented by, bonds, debentures, notes or other investment securities which are for the time being, or are intended to be or are capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange or over the counter or other securities market Maturity Date 2 April 2012 Option Scheme the share option scheme adopted by the Company on 13 September 2004 Optional Bonds the additional Convertible Bonds in the principal amount up to HK$18 million which may be issued by the Company under the Subscription Agreement on exercise in whole or in part, on one or more occasions, solely at the discretion of DBS and are on the same terms as, and will rank pari passu, with the Firm Bonds Optional Bond Closing Date the date on which the Optional Bonds are to be delivered Optional Bond Conversion Shares to be allotted and issued by the Company upon conversion Shares of the Optional Bonds PRC the People s Republic of China excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan for the purposes of this announcement Second Reset Date 2 April 2009 Share(s) share(s) of HK$0.10 each in the capital of the Company Shareholders holders of Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited Subscription Agreement the conditional subscription agreement dated as of 19 March 2007 entered into between the Company and DBS in relation to the issue of the Convertible Bonds TCL Corporation TCL!"#$% (TCL Corporation), a joint stock company established under the laws of the PRC, the shares of which are listed on the Shenzhen Stock Exchange, and the ultimate controlling shareholder of the Company Trading Day a day on which the Stock Exchange is open for business US$ US dollars, the lawful currency of the United States of America % per cent On behalf of the Board Li Dongsheng Chairman Hong Kong, 20 March 2007 As at the date of this announcement, the Board comprises Mr. Li Dongsheng, Dr. Liu Fei and Mr. Yan Yong, being the executive Directors; Mr. Wang Kangping and Dr. Zhao Zhicheng, being the nonexecutive Directors; Mr. Lau Siu Ki, Mr. Shi Cuiming and Mr. Wang Chongju, being the independent non-executive Directors. Please also refer to the published version of this announcement in The Standard. 8