Green International : AMENDMENTS TO THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS (in PDF)

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GREEN INTERNATIONAL HOLDINGS LIMITED

格林國際控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2700)

AMENDMENTS TO THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS BACKGROUND

References are made to the Announcements regarding the issue of the Convertible Bonds in the principal amount of HK$40,000,000 due on the first anniversary of the issue date.

On 15 January 2016, the Company issued the Convertible Bonds to Yuanta, being the nominee of Mr. Yang, pursuant to a nomination letter dated 7 January 2016. In accordance with its Conditions, the Convertible Bonds matured on 15 January 2017.

On 16 January 2017, the Company has provided written consent in respect of the request by Yuanta to assign the Convertible Bonds to Mr. Yang. On the same day, changes have been made to the register of Bondholders accordingly.

AMENDMENT DEED

The Board is pleased to announce that on 16 January 2017, the Company and Mr. Yang entered into the Amendment Deed pursuant to which the parties agreed to the Amendments as follows:

1. the Bond Maturity Date of the Convertible Bonds shall be extended from 15 January 2017 to 15 April 2017; and

2. the Company shall have the right to redeem any portion of the Convertible Bonds outstanding at an amount equals to the principal amount of the Convertible Bonds together with any interest accrued thereon in its sole and absolute discretion at any time prior to the maturity date of the Convertible Bonds.

Save as the above mentioned amendments, each and every Condition shall remain unchanged and valid.

An application will be made to the Listing Committee for approval of the Amendments in accordance with Rule 28.05 of the Listing Rules and for the listing of, and permission to deal in, the Conversion Shares to be issued pursuant to the Conditions of the Convertible Bonds as amended by the

Amendment Deed.

The Directors consider that the terms of the Amendment Deed, which were arrived at after arm's length negotiations between the Company and Mr. Yang, are fair and reasonable and are on normal commercial terms and the Amendments are in the interests of the Company and its shareholders as a whole.

BACKGROUND

References are made to the Announcements regarding the issue of the Convertible Bonds in the principal amount of HK$40,000,000 due on the first anniversary of the issue date.

On 15 January 2016, the Company issued the Convertible Bonds to Yuanta, being the nominee of Mr. Yang, pursuant to a nomination letter dated 7 January 2016. In accordance with its Conditions, the Convertible Bonds matured on 15 January 2017.

On 16 January 2017, the Company has provided written consent in respect of the request by Yuanta to assign the Convertible Bonds to Mr. Yang. On the same day, changes have been made to the register of Bondholders accordingly.

As at the date of this announcement, the principal amount of HK$40,000,000 of the Convertible Bonds remains outstanding.

The existing principal terms of the Convertible Bonds are summarised below for Shareholders' ease of reference:

Issuer	:	The Company
Principal amount	:	HK$40,000,000
Issue price	:	100% of the principal amount Convertible Bonds
Interest	:	The Convertible Bonds shall bear interest at 8% per annum. Such interest accrued at the outstanding principal amount of the Convertible Bonds shall only be payable by the Company to the Bondholder on the Bond Maturity Date if the Convertible Bonds are neither converted during the conversion period nor redeemed prior to the Bond Maturity Date.
Bond Maturity Date	:	The date falling on the first anniversary of the Bond Issue Date.
Conversion price	:	HK$0.20 per Conversion Share which, for the avoidance of doubt, shall be subject to adjustment provided in the terms and conditions to the Convertible Bonds.
Conversion period	:	The period commencing from the Bond Issue Date and ending on the Bond Maturity Date.
Conversion right	:	Subject to and upon compliance with the terms and conditions of the Convertible Bonds and all regulatory requirements (including without limitation the Takeovers Code and the Listing Rules), the Bondholder shall have the right, at any time during the conversion

period to convert the Convertible Bonds in whole, or in any part representing at least HK$1,000,000 of the outstanding principal amount of the Convertible Bonds into the Conversion Shares, calculated for each conversion to be the greatest number of Shares, disregarding fractions, obtainable by dividing the aggregate principal amount of the Convertible Bonds to be converted by the Conversion Price of HK$0.20 per Conversion Share, by giving notice (such notice, once given, may not be withdrawn without the consent in writing of the Directors). The Bondholder shall not convert the Convertible Bonds which will cause the Company to be unable to meet the public float requirements as required under Rule 8.08 of the Listing Rules or will result in a change of control (as defined in the Takeovers Code) in the Company.
Conversion Shares	:	The Conversion Shares shall rank pari passu with the Shares in issue on the Conversion Date, except that they shall not be entitled to receive any dividend, distribution or entitlement declared, paid or made by reference to a record date prior to the relevant Conversion Date.
Redemption	:	Unless previously redeemed, converted or purchased and cancelled, the Company shall redeem each Convertible Bond then outstanding at a value equal to the aggregate principal amount then outstanding on the Bond Maturity Date in cash. The Company shall, on the occurrence of any event of default (as specified below), redeem all the Convertible Bonds then outstanding at a value equal to the aggregate principal amount outstanding of the Convertible Bonds by issuing Shares to the Bondholder at the Conversion Price, subject to adjustment provided in the terms and conditions to the Convertible Bonds. In the event that such conversion will result in the non-compliance with the public float requirements as required under Rule 8.08 of the Listing Rules or will result in a change of control (as defined in the Takeovers Code) in the Company, the Company has no obligation to issue Shares to the Bondholder until the public float requirements can be met and there will be no change of control (as defined in the Takeovers Code) in the Company upon such conversion. Except as otherwise provided, the Convertible Bonds shall not be redeemed or repaid prior to the Bond Maturity Date.
Events of default	:	if there is a default in the performance or observance by the Group of any obligations set out in the terms and conditions to the Convertible Bonds and (except where such failure is not capable of remedy) such default shall continue for ten Business Days after written notice of such default shall have been given to the Company by the Bondholder; if an order is made or an effective resolution is passed for winding up, liquidation or dissolution of the Company or any of its subsidiaries; if the holder of any encumbrance takes possession or a receiver is appointed of the whole or material part of the

assets or undertaking of the Company and of its subsidiaries; if the Company or any of its subsidiaries is unable to fulfil any of its obligations for or in respect of its financial indebtedness as and when they fall due or the Company or any such subsidiary shall initiate or consent to proceedings relating to itself under any applicable bankruptcy, reorganisation or insolvency law or make an assignment for the benefit of, or enter into any composition with, its creditors; if the trading of the Shares on the Stock Exchange is withdrawn or suspended other than for a temporary suspension of trading for a period of not more than 14 consecutive Business Days; if it shall become unlawful for the Company to perform all or any of its obligations under the terms and conditions to the Convertible Bonds or the Convertible Bonds shall for any reason cease to be in full force or effect or shall be declared to be void or illegal by any court of competent jurisdiction; and if there are any litigation, arbitration, prosecution or other legal proceedings outstanding for the time being against the Company or any of its subsidiaries, or any litigation, arbitration, prosecution or other legal proceedings involving such amount are threatened against the Company or any of its subsidiaries, which may have a significant financial impact on the Group and/or may have a material adverse effect on the operations or the financial position of the Group taken as a whole.
Ranking	:	The Convertible Bonds constitute direct unconditional, unsubordinated and unsecured obligations of the Company and rank at least pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other present and future unsubordinated and unsecured obligations of the Company.
Transferability	:	The Convertible Bonds shall not be transferable without prior written consent of the Company.
Voting rights	:	The Convertible Bonds shall not confer on the Bondholder(s) the right to vote at any general meetings of the Company.
Listing	:	The Convertible Bonds are not listed on the Stock Exchange or any other stock exchange.

THE AMENDMENT DEED

The Board is pleased to announce that on 16 January 2017, the Company and Mr. Yang entered into the Amendment Deed pursuant to which the parties agreed to the Amendments as follows: