Landing International Development : Announcements and Notices - (1) Proposed Capital Reorganisation; (2) Change in Board Lot Size; (3) Proposed Rights Issue on the Basis of Five Rights Shares for Every One New Share Held on the Record Date; (4) Connected Transaction in Relation to Payment of underwriting Commission; (5) Application for Whitewash Waiver; and (6) Resumption of Trading

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

Landing International Development Limited

藍 鼎 國 際 發 展 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock code: 582)

1. PROPOSED CAPITAL REORGANISATION;

2. CHANGE IN BOARD LOT SIZE;

3. PROPOSED RIGHTS ISSUE ON THE BASIS OF FIVE RIGHTS SHARES FOR EVERY ONE NEW SHARE

   HELD ON THE RECORD DATE;

4. CONNECTED TRANSACTION IN RELATION TO PAYMENT OF UNDERWRITING COMMISSION;

5. APPLICATION FOR WHITEWASH WAIVER; AND

6. RESUMPTION OF TRADING

Underwriters to the Rights Issue

Landing International Limited

PROPOSED CAPITAL REORGANISATION

The Board is pleased to announce that the Company proposes to implement the Capital Reorganisation, which will entail the Capital Reduction and the Sub-Division, details of which are as follows:

(a) the Capital Reduction involving the reduction of the issued share capital of the Company through a cancellation of the paid-up capital of the Company to the extent of HK$0.09 on each of the issued ordinary shares of HK$0.10 each so that the nominal value of each issued New Share will be HK$0.01; and

(b) the Sub-Division on the basis that every unissued ordinary share of HK$0.10 each in the authorized but unissued share capital of the Company be sub-divided into ten (10) New Shares of HK$0.01 each.

The Capital Reorganisation is conditional, among other things, upon the approval by the Shareholders at the SGM by way of a special resolution and the Listing Committee granting the listing of and permission to deal in, the New Shares.

CHANGE IN BOARD LOT SIZE

The Board proposes to change the board lot size for trading in the Shares from 5,000 New Shares to 60,000 New Shares upon completion of the Rights Issue.

PROPOSED RIGHTS ISSUE

The Board proposes, subject to, among others, the Capital Reorganisation becoming effective, to implement the Rights Issue on the basis of five Rights Shares for every one New Share held on the Record Date at the Subscription Price of HK$0.05 per Rights Share. The Company will raise proceeds of approximately HK$5,141 million before expenses (assuming that there is no change in the number of issued Shares on or before the Record Date) by way of the issue of 102,829,396,285 Rights Shares.

The Company will provisionally allot to the Qualifying Shareholders five Rights Shares in nil-paid form for every one New Share in issue and held on the Record Date. The Rights Issue will not be available to the Non-Qualifying Shareholders.

The Rights Issue is fully underwritten by LIL and Kingston Securities. Pursuant to the Underwriting Agreement, LIL has (in addition to its obligations under the Irrevocable Undertaking) conditionally agreed to underwrite 50,176,201,000 Rights Shares, whereas Kingston Securities has conditionally agreed to underwrite 17,344,648,915 Rights Shares, subject to the terms and conditions set out in the Underwriting Agreement, in particular the fulfillment of the conditions precedent contained therein. Details of the major terms and conditions of the Underwriting Agreement are set out in the section headed ''The Underwriting Agreement'' in this announcement.

Irrevocable Undertaking and the Underwriting Agreement

As at the date of this announcement, LIL holds 7,061,709,274 Existing Shares, representing approximately 34.34% of the existing issued share capital of the Company. Pursuant to the Irrevocable Undertaking, LIL has unconditionally and irrevocably undertaken to the Company and Kingston Securities, that it will remain as the beneficial owner of such Shares until and including the Record Date and will accept a total of 35,308,546,370 Rights Shares, being its full entitlement under the Rights Issue.

Implications under the Listing Rules

As the Rights Issue will increase the issued share capital of the Company by more than 50%, the Rights Issue is subject to the approval of the Shareholders at the SGM by way of poll. Pursuant to Rule 7.19(6) of the Listing Rules, the Rights Issue is subject to the approval of the Shareholders in general meeting by a resolution on which any controlling shareholders and their associates or, where there are no controlling shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates will abstain from voting. As at the date of this announcement, LIL, a company wholly owned by Mr. Yang, is interested in 7,061,709,274 Existing Shares, representing approximately 34.34% of the issued share capital of the Company.

Accordingly, LIL and Mr. Yang and their respective associates, together with parties acting in concert with either of them, will abstain from voting at the SGM to approve the Rights Issue.

The Rights Issue is conditional, inter alia, upon the fulfilment of the conditions set out under the section headed ''Conditions of the Rights Issue'' of this announcement. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares and/or nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled will bear the risk that the Rights Issue could not become unconditional and may not proceed. Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company.

CONNECTED TRANSACTION

As LIL is a connected person of the Company, the entering into of the Underwriting Agreement by the Company constitutes a connected transaction for the Company under the Listing Rules. As the Company has made arrangements for the Qualifying Shareholders to apply for Rights Shares in excess of their entitlements under the Rights Issue in accordance with Rule 7.21(1), Rule 7.21(2) of the Listing Rules has been complied with and the allotment and issue of the Underwritten Shares to LIL pursuant to the Underwriting Agreement will be exempted from the reporting, announcement and Independent Shareholders' approval requirements pursuant to Rule 14A.92(2)(b) of the Listing Rules.

The payment of the underwriting commission by the Company to LIL constitutes a connected transaction of the Company. As the total amount of underwriting commission payable by the Company is more than 5% of the applicable ratios under Chapter 14A of the Listing Rules, the payment of commission to LIL pursuant to the Underwriting Agreement will be subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

In respect of the payment of the underwriting commission by the Company to LIL, given LIL is a connected person of the Company, LIL and its associates will abstain from voting on the relevant resolution at the SGM.

In respect of the entering into of the Underwriting Agreement, given LIL is a connected person of the Company, Mr. Yang, who is the sole shareholder of LIL and an executive Director of the Company, has abstained from voting for the board resolution approving the Underwriting Agreement and the transactions contemplated thereunder, including the payment of underwriting commission.

APPLICATION FOR WHITEWASH WAIVER

LIL is solely and beneficially owned by Mr. Yang.

As at the date of this announcement, LIL is interested in approximately 34.34% of the issued share capital of the Company. In the event that LIL is called upon to subscribe for the Underwritten Shares in full pursuant to its obligations under the Underwriting Agreement, the interest of LIL, Mr. Yang and parties acting in concert with any of them will increase by more than 2% to approximately 75% (assuming that there is no change in the number of issued Shares on or before the Record Date).

Accordingly, the underwriting by LIL of the Underwritten Shares under the Rights Issue will trigger an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code for all the securities of the Company not already owned or agreed to be acquired by LIL, Mr. Yang and parties acting in concert with any of them, unless a waiver is granted by the Executive.

LIL will make an application for the Whitewash Waiver to the Executive pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. Pursuant to the Takeovers Code, the Whitewash Waiver will be conditional on, among other things, the approval of the Independent Shareholders at the SGM by way of poll in accordance with the requirements of the Takeovers Code.

The Executive may or may not grant the Whitewash Waiver. If the Whitewash Waiver is not granted by the Executive or if granted, is not approved by the Independent Shareholders, the Rights Issue will not proceed.

As at the date of this announcement, the Company does not believe that the Rights Issue gives rise to any concerns in relation to compliance with other applicable rules or regulations (including the Listing Rules). If a concern should arise after the release of this announcement, the Company will endeavour to resolve the matter to the satisfaction of the relevant authority as soon as possible but in any event before the despatch of the circular. The Company notes that the Executive may not grant the Whitewash Waiver if the Rights Issue does not comply with other applicable rules and regulations.