Brilliance Auto
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 1114)
ISSUE OF APPROXIMATELY US$183 MILLION ZERO COUPON GUARANTEED CONVERTIBLE BONDS
DUE 2011 BY GOLDCOSMOS INVESTMENTS LIMITED
(TO BE RENAMED AS BRILLIANCE CHINA FINANCE LIMITED)
CONVERTIBLE INTO ORDINARY SHARES OF
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
HONG KONG, May 9 /Xinhua-PRNewswire-FirstCall/ -- On 8 May 2006, the Company, the Issuer and the Sole Bookrunner entered into the Purchase Agreement whereby the Sole Bookrunner agreed to purchase, or procure purchasers, for the Convertible Bonds in the principal amount of approximately US$183 million. The Issuer has granted to the Sole Bookrunner and the purchasers procured by the Sole Bookrunner the Option to Upsize which can be exercised by the Sole Bookrunner, in whole or in part at any time (but not more than once), up to and including the 30th day after the date of the Purchase Agreement, to require the Issuer to issue up to a further US$30 million in principal amount of Convertible Bonds. In the case of the exercise of the Option to Upsize in full, the aggregate principal amount of Convertible Bonds would be approximately US$213 million. Assuming full conversion of the Convertible Bonds at the Conversion Price, the Convertible Bonds will be convertible into approximately 854.2 million Conversion Shares (subject to adjustment), representing approximately 23.3% of the issued share capital of the Company as at the date of this announcement and approximately 18.9% of the enlarged issued share capital of the Company. The Conversion Shares will rank pari passu in all respects with the Shares of the Company then in issue on the relevant conversion date.
The Bondholders will have the right to convert their Convertible Bonds into Conversion Shares at any time from 6 July 2006 (30 days after the Closing Date) up to the close of business on 8 May 2011 or, if the Convertible Bonds shall have been called for redemption before 8 May 2011, up to a date no later than 7 business days prior to the date fixed for redemption thereof. The initial Conversion Price is HK$1.93 per Conversion Share, being a premium of approximately 35.9% over the closing price of the Shares quoted on the Stock Exchange on 4 May 2006, being the Trading Day preceding the date on which the Purchase Agreement was signed. The Convertible Bonds are guaranteed (if not converted) by the Company. Unless previously purchased and cancelled, redeemed or converted, the Convertible Bonds will be redeemed at 141.060% of their principal amount on the Maturity Date. The net proceeds from the issue of the Convertible Bonds will be applied by the Company 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. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. An application will be made for the listing of the Convertible Bonds on the Singapore Stock Exchange.
At the request of the Company, trading in the Shares was suspended with effect from 9:37 am on 8 May 2006 pending publication of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 am on 10 May 2006.
PURCHASE AGREEMENT
Date: 8 May 2006.
Sole Bookrunner: Citigroup Global Markets Limited, which is independent
of and not connected with any of the substantial
shareholders, chief executive and the directors of the
Company, its subsidiaries and associates of any of them.
Purchase: The Sole Bookrunner has agreed to purchase, or to
procure purchasers (not less than 6) who are independent
of and not connected with any of the substantial
shareholders, chief executive and the directors of the
Company, its subsidiaries and associates of any of them,
for the Convertible Bonds in an aggregate principal
amount of approximately US$183 million (and any
Convertible Bonds to be issued pursuant to the Option to
Upsize).
Conditions
precedent: Completion of the purchase of the Convertible Bonds is
conditional upon, amongst other things:
(1) the Stock Exchange granting approval to the listing
of, and permission to deal in, the Conversion Shares
to be issued on conversion in full of the
Convertible Bonds (either unconditionally or subject
to conditions to which the Company does not
reasonably object);
(2) the approval of the Shareholders to the issue of the
Conversion Shares on conversion of the Optional
Bonds;
(3) the issuance of English, Hong Kong and the British
Virgin Islands legal opinions on, among other things,
the enforceability of the Purchase Agreement and
related documents;
(4) the issuance of auditors' comfort letters; and
(5) there being no material adverse change in the
financial condition, operations, business or
properties of the Group at the Closing Date.
In the event that the conditions are not fulfilled by
the Closing Date, the parties to the Purchase Agreement
shall be released and discharged from their respective
obligations thereunder.
Termination: The Sole Bookrunner is entitled to, prior to delivery of
and payment for the Convertible Bonds (being 7 June
2006), terminate the arrangement under the Purchase
Agreement at any time prior to the completion of the
Offering upon the occurrence of certain events which
include, inter alia, any change, or any development
involving a prospective change, in the United States,
Hong Kong, the People's Republic of China or
international financial, political or economic
conditions or currency exchange rates or foreign
exchange controls which would be likely to prejudice
materially the success of the Offering and distribution
of the Convertible Bonds or dealings in the Convertible
Bonds in the secondary market.
Completion: Subject to the above conditions, completion of the
Convertible Bonds is expected to take place on the
Closing Date. Completion of the Convertible Bonds
(other than the Optional Bonds) is not conditional on
the completion of the Optional Bonds.
PRINCIPAL TERMS OF THE CONVERTIBLE BONDS
The principal terms of the Convertible Bonds are summarized as follows:
Issuer: Goldcosmos Investments Limited, a wholly-owned
subsidiary of the Company.
Guarantor: Brilliance China Automotive Holdings Limited.
Principal amount: approximately US$183 million.
Option to Upsize: US$30 million. If the Option to Upsize is exercised in
full, the aggregate amount of the Convertible Bonds will
be approximately US$213 million.
Interest: The Convertible Bonds are zero coupon bonds.
Conversion
period: Bondholder(s) may exercise Conversion Rights at any time
from 6 July 2006 (30 days after the Closing Date) up to
the close of business on 8 May 2011 or, if the
Convertible Bonds shall have been called for redemption
before 8 May 2011, up to a date no later than 7 business
days prior to the date fixed for redemption thereof.
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 Issuer shall have the option to pay to the
relevant Bondholder an amount of cash equal to the Cash
Settlement Amount.
Conversion
Price: HK$1.93 per Conversion Share, representing a premium of
approximately 35.9% over the closing price of HK$1.42
per Share as quoted on the Stock Exchange on 4 May 2006,
being the Trading Day preceding the date of the Purchase
Agreement, and a premium of approximately 38.5% over the
average of the closing price of the Shares as quoted on
the Stock Exchange for the ten Trading Days ended 4 May
2006 of HK$1.394.
The Conversion Price will be subject to adjustment for,
amongst other things, consolidations or subdivisions of
Shares, rights issues at a discount, cash dividends,
share dividends and other events which may have a
diluting effect on Bondholders.
Conversion
Shares: If all the Convertible Bonds (other than the Optional
Bonds) are converted at the initial Conversion Price of
HK$1.93 each, there will be 733,674,599 Conversion
Shares. As up to 733,678,180 Shares may be issued under
the General Mandate, such 733,674,599 Conversion Shares
to be issued upon full conversion of the Convertible
Bonds (other than the Optional Bonds) will be issued and
allotted pursuant to the General Mandate.
The Conversion Shares to be issued under the Optional
Bonds will be issued and allotted pursuant to the
Shareholders' approval to be obtained at the special
general meeting to be held prior to the Closing Date.
Ranking of
Conversion
Shares: Conversion Shares will rank pari passu in all respects
with the Shares then in issue on the relevant conversion
date.
Redemption at
option of the
Issuer: On or at any time after 7 June 2008 and prior to 7 June
2009, the Issuer may redeem the Convertible Bonds in
whole but not in part at the Early Redemption Amount
together with accrued and unpaid interest if the closing
price of the Shares as quoted on the Stock Exchange for
each of the 30 consecutive Trading Days, the last of
which occurs not more than 5 Trading Days prior to the
date upon which notice of such redemption is given is
greater than 145% of the applicable Early Redemption
Amount divided by the ratio which is the amount of
Convertible Bonds in whole divided by the then
conversion price. On or at any time after 7 June 2009
and prior to 8 May 2011, the Issuer may redeem the
Convertible Bonds in whole but not in part at the Early
Redemption Amount together with accrued and unpaid
interest if the closing price of the Shares as quoted on
the Stock Exchange for each of the 30 consecutive
Trading Days the last of which occurs not more than 5
Trading Days prior to the date upon which notice of such
redemption is given is greater than 130% of the
applicable Early Redemption Amount divided by the ratio
which is the amount of Convertible Bonds in whole
divided by the then conversion price.
Redemption at
option of the
Bondholders: On the third anniversary of the Closing Date, each
Bondholder will have the right, at such Bondholder's
option, to require the Issuer to redeem in whole but not
in part of the Convertible Bonds at 122.926% of their
principal amount.
Reset Feature: 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 68% of the Conversion Price prevailing on the
First Reset Date.
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 75% of the Conversion Price prevailing on the
Second Reset Date.
Based on the initial Conversion Price of HK$1.93 and the
maximum reset rate, the lowest possible Conversion Price
will be reset to HK$0.9843 and the maximum number of
Conversion Shares to be issued by the Company upon full
conversion of the Convertible Bonds (other than the
Optional Bonds) at the lowest possible Conversion Price
will be approximately 1,438.6 million Conversion Shares,
which will exceed the 733,678,180 Shares permitted under
the General Mandate. The Company will either issue the
excess Conversion Shares under new general mandate to be
granted by the Shareholders or exercise the Cash
Settlement Option and make cash settlement payment in
respect of such excess Conversion Shares.
The maximum number of Conversion Shares to be issued by
the Company upon full conversion of the Optional Bonds
at the lowest possible Conversion Price (being HK$0.9843)
will be approximately 236.2 million Conversion Shares,
which will be issued and allotted pursuant to the
Shareholders' approval to be obtained at the special
general meeting to be held prior to the Closing Date.
The resetting of the Conversion Price is a term and
condition of the Convertible Bonds which has been agreed
between the Company and Citigroup on an arm's length
basis. An announcement containing details of the
resetting of the Conversion Price including the discount
to the initial Conversion Price will be made in the
event such resetting of the Conversion Price occurs.
Maturity: Unless previously purchased and cancelled, converted or
redeemed, each Convertible Bond shall be redeemed at
141.060% of their principal amount on the Maturity Date.
Voting rights: Bondholders will not have any right to attend or vote in
any meeting of the Company by virtue of their being
Bondholders.
Listing: An application will be made for a listing of the
Convertible Bonds on the Singapore Stock Exchange.
An application will be made to the Stock Exchange for
the listing of, and permission to deal in, the
Conversion Shares.
Transfer: The Convertible Bonds may be transferred.
Yield to
maturity: 7.00%.
Form of the
Convertible
Bonds: Registered.
Denomination: US$1,000.
Optional Bonds
The Optional Bonds form part of the Convertible Bonds and are issued pursuant to the exercise of the Option to Upsize. In that regard, their terms are therefore identical to those of the Convertible Bonds except for the following:
Principal amount: US$30 million. If the Option to Upsize is exercised in
full, the aggregate amount of the Convertible Bonds will
be approximately US$213 million.
Conversion
Shares: The Conversion Shares to be issued under the Optional
Bonds at the initial Conversion Price of HK$1.93 each
will be 120,486,528 Conversion Shares. The issuance of
such Conversion Shares will be subject to Shareholders'
approval to be obtained at the special general meeting
of the Company to be held prior to the Closing Date.
Shareholders'
approval: The closing of the Optional Bonds is subject to the
Shareholders' approval approving the issue of the
Conversion Shares issuable upon conversion of the
Optional Bonds in accordance with terms and conditions
of the Purchase Agreement.
The Convertible Bonds will not be sold to any connected persons (as defined in the Listing Rules) of the Company. If the Company is aware of any dealings in the Convertible Bonds by any connected persons of the Company, the Company will promptly notify the Stock Exchange and comply with the requirements under the Listing Rules.
EFFECT ON THE SHARE CAPITAL
As at the date of the Purchase Agreement, the 2008 Convertible Bonds in the principal amount of US$200 million remain outstanding. Assuming full conversion of the outstanding 2008 Convertible Bonds at the Conversion Price currently applicable, the outstanding 2008 Convertible Bonds will be convertible into approximately 337.0 million Shares. The Conversion Price currently applicable is HK$4.60. The Directors do not expect any of such outstanding 2008 Convertible Bonds to be converted in the current market conditions.
Assuming full conversion of all the Convertible Bonds at the initial Conversion Price, the Convertible Bonds will be convertible into approximately 854.2 million Conversion Shares (subject to adjustment), representing approximately 23.3% of the issued share capital of the Company as at the date of this announcement and approximately 18.9% of the enlarged issued share capital of the Company. The Conversion Shares will rank pari passu in all respects with the Shares of the Company then in issue on the relevant conversion date.
The following table summarises the shareholding structure of the Company as at the date of this announcement:
Existing (as at 9 May 2006)
% of issued share capital
Name of Shareholder No. of Shares of the Company
Huachen Automotive 1,446,121,500 39.4%
Group Holdings
Co., Ltd.
Public Shareholders 2,222,269,400 60.6%
Bondholders - -%
Holders of the 2008 - -%
Convertible Bonds
Total 3,668,390,900 100.0%
Assuming that the 2008 Convertible Bonds are fully
repurchased and extinguished and the Convertible
Bonds (including the Optional Bonds) are fully
converted into Shares (subject to adjustment) at a
Conversion Price of HK$1.93 each
(Note 1)
% of enlarged issued share capital
Name of Shareholder No. of Shares of the Company
Huachen Automotive 1,446,121,500 32.0%
Group Holdings
Co., Ltd.
Public Shareholders 2,222,269,400 49.1%
Bondholders 854,161,127 18.9%
Holders of the 2008 - -%
Convertible Bonds
Total 4,522,552,027 100.0%
Assuming that the 2008 Convertible Bonds are fully
converted into Shares at a conversion price of
HK$4.60 each and the Convertible Bonds are fully
converted into Shares (subject to adjustment) at a
Conversion Price of HK$1.93 each
(Note 2)
% of enlarged issued share capital
Name of Shareholder No. of Shares of the Company
Huachen Automotive 1,446,121,500 29.8%
Group Holdings
Co., Ltd.
Public Shareholders 2,222,269,400 45.7%
Bondholders 854,161,127 17.6%
Holders of the 2008 336,956,521 6.9%
Convertible Bonds
Total 4,859,508,548 100.0%
Assuming that the 2008 Convertible Bonds are fully
converted into Shares at a conversion price of
HK$4.60 each and the Convertible Bonds are fully
converted into Shares (subject to adjustment) at a
Conversion Price of HK$0.9843 each
(Note 3)
% of enlarged issued share capital
Name of Shareholder No. of Shares of the Company
Huachen Automotive 1,446,121,500 25.5%
Group Holdings
Co., Ltd.
Public Shareholders 2,222,269,400 39.1%
Bondholders 1,674,825,746 29.5%
(Note 4)
Holders of the 2008 336,956,521 5.9%
Convertible Bonds
Total 5,680,173,167 100.0%
Notes:
1. Assuming that the Convertible Bonds are fully converted into Shares
(subject to adjustment) at the initial Conversion Price of HK$1.93 each
and that all the options granted by Huachen Automotive Group Holdings
Co., Ltd. to a director have been exercised in full, the Director will
be holding 92,911,266 Shares, representing approximately 2.1% of the
enlarged issued share capital of the Company.
2. Assuming that the Convertible Bonds are fully converted into Shares
(subject to adjustment) at the initial Conversion Price of HK$1.93 each,
the 2008 Convertible Bonds are fully converted into Shares (subject to
adjustment) at the conversion price of HK$4.60 each and that all the
options granted by Huachen Automotive Group Holdings Co., Ltd. to a
director have been exercised in full, the Director will be holding
92,911,266 Shares, representing approximately 1.9% of the enlarged
issued share capital of the Company.
3. Assuming that the Conversion Price is reset at HK$0.9843, that is, 75%
of the reset conversion price on the Second Reset Date, being HK$1.3124
and the Convertible Bonds are fully converted into Shares (subject to
adjustment) at such conversion price of HK$0.9843, the 2008 Convertible
Bonds are fully converted into Shares (subject to adjustment) at the
conversion price of HK$4.60 each and that all the options granted by
Huachen Automotive Group Holdings Co., Ltd. to a director have been
exercised in full, the Director will be holding 92,911,266 Shares,
representing approximately 1.9% of the enlarged issued share capital of
the Company.
4. Upon full conversion of the Bonds at the lowest possible Conversion
Price of HK$0.9843, the Company will issue approximately 1,674.8
million Conversion Shares which will represent approximately 31.3% of
the enlarged issued share capital of the Company.
USE OF PROCEEDS
The net proceeds from the issue of the Convertible Bonds, after deducting expenses, and underwriting commission to be charged by the Sole Bookrunner, are estimated to be approximately US$177.5 million (equivalent to approximately HK$1,375.9 million) before taking into account the exercise of the Option to Upsize. 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 as a whole.
GENERAL
The Group is principally engaged in the manufacturing and sales of minibuses, sedans and automotive components in the PRC. The Company has not undertaken any fund raising exercises in the past 12 months. The Conversion Shares (other than those issued under the Optional Bonds) will be issued pursuant to the General Mandate. The Conversion Shares to be issued under the Optional Bonds will be issued and allotted pursuant to the Shareholders' approval to be obtained at the special general meeting of the Company to be held prior to the Closing Date. A circular will be dispatched to the Shareholders as soon as practicable.
In connection with the Offering, the Sole Bookrunner may, to the extent permitted by applicable laws and regulations, over-allot or effect transactions with a view to supporting the market price of the Convertible Bonds at levels higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the Sole Bookrunner to do this. Such stabilization, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. This announcement is not an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy thereof may be taken into or distributed in the United States or to any US persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold in accordance with all applicable laws and regulations.
At the request of the Company, trading in the Shares was suspended with effect from 9:37 am on 8 May 2006 pending publication of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 am on 10 May 2006.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meaning:
"2008 Convertible Bonds" convertible bonds in an aggregate principal
amount of US$200 million issued by Brilliance
China Automotive Finance Limited on 28 November
2003 and maturing on 28 November 2008
"associate(s)" has the same meaning as defined in the Listing
Rules
"Average Market Price" the average of the closing prices of the Shares
on the Stock Exchange for 20 consecutive
Trading Days
"Bondholder(s)" holder(s) of the Convertible Bonds from time to
time
"Cash Settlement Amount" 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 Issuer has
elected the Cash Settlement Option; and (b) the
average closing price of the Shares for each
day during the ten consecutive Trading Days
immediately following and excluding the day of
exercise of the Cash Settlement Option
"Cash Settlement Option" the option exercisable by the Issuer as
described in the paragraph headed "Cash
Settlement Option" under the section headed
"Principal Terms of the Convertible Bonds" in
this announcement
"Change of Control" 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 Date" 7 June 2006 or such other date as the Sole
Bookrunner and the Issuer may agree
"Company" Brilliance China Automotive Holdings Limited,
an exempted company incorporated in Bermuda
with limited liability, the shares and American
depositary shares of which are listed on the
main board of the Stock Exchange and the New
York Stock Exchange, Inc respectively
"Convertible Bond(s)" convertible bond(s) in an aggregate principal
amount of approximately US$183 million to be
issued by the Issuer on the terms of the Trust
Deed and the Optional Bonds in an aggregate
principal amount of up to US$30 million in
respect of which the Option to Upsize may be
exercised by the Sole Bookrunner
"Conversion Price" HK$1.93 per Share (subject to adjustment)
"Conversion Right" the right of a Bondholder to convert any
Convertible Bonds into Shares
"Conversion Shares" Shares to be allotted and issued by the Company
upon conversion of the Convertible Bonds
"Directors" the directors of the Company
"Early Redemption Amount" 100% of the principal amount of the Convertible
Bonds plus an amount which will provide the
Bondholders with a gross yield at 7.00% per
annum to the redemption date, calculated on a
semi-annual basis
"First Reset Date" 10 March 2007
"General Mandate" the general mandate granted by the Shareholders
to the Directors with respect to the issuance
of 733,678,180 Shares in the annual general
meeting of the Company held on 24 June 2005
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong
Kong
"Hong Kong" the Hong Kong Special Administrative Region of
the PRC
"Issuer" Goldcosmos Investments Limited (to be renamed
as Brilliance China Finance Limited), a wholly-
owned subsidiary of the Company and
incorporated in the British Virgin Islands
"Listing Rules" the Rules Governing the Listing of Securities
on the Stock Exchange
"Maturity Date" the fifth anniversary of the Closing Date
"Offering" the offering of the Convertible Bonds to
purchasers for the Convertible Bonds who are
independent of and not connected with any of
the substantial shareholders, chief executive
and the directors of the Company, its
subsidiaries, and associates of any of them
"Option to Upsize" an option granted by the Issuer to the Sole
Bookrunner and the purchasers procured by the
Sole Bookrunner to be exercised by the Sole
Bookrunner in whole or in part (but not more
than once) to purchase all or any of the
Optional Bonds at any time up to and including
the 30th day after the date of the Purchase
Agreement
"Optional Bonds" the additional convertible bonds to be issued
upon exercise, in whole or in part, of the
Option to Upsize by the Sole Bookrunner
"PRC" the People's Republic of China and for the
purpose of this announcement shall exclude Hong
Kong, Macau Special Administrative Region and
Taiwan
"Purchase Agreement" the purchase agreement dated 8 May 2006 entered
into between the Company, the Issuer and the
Sole Bookrunner in relation to the Offering
"Second Reset Date" 10 March 2008
"Share(s)" ordinary share(s) of US$0.01 each in the
capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Singapore Stock Exchange" Singapore Exchange Securities Trading Limited
"Sole Bookrunner" Citigroup Global Markets Limited
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Trading Day" a day on which the Stock Exchange is open for
trading
"Trust Deed" the deed constituting the Convertible Bonds
"United States" or "US" United States of America
"US$" United States dollars, the lawful currency of
United States and for the purpose of this
announcement, United States dollars are
translated into Hong Kong dollars at the fixed
rate of US$1 = HK$7.7513
"US person(s)" any person or entity deemed to be a US person
for purposes of Regulation S under the
Securities Act of 1933, as amended
"%" per cent.
By Order of the Board
Brilliance China Automotive Holdings Limited
Wu Xiao An(also known as Ng Siu On)
Chairman
Hong Kong, 9 May 2006
As at the date of this announcement, the executive Directors 2.14 are Messrs. Wu Xiao An (also known as Ng Siu On) (Chairman), Qi Yumin (Chief Executive Officer), He Guohua, Wang Shiping, Lei Xiaoyang, the non-executive Director is Wu Yong Cun and the independent non-executive Directors are Messrs. Xu Bingjin, Song Jian and Jiang Bo.
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.
This announcement is not an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy thereof may be taken into or distributed in the United States or to any US persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold in accordance with all applicable laws and regulations.