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 on invitation or offer to acquire, purchase or subscribe for any securities of the Company.

ARTINI CHINA CO. LTD.

雅 天 妮

中 國 有 限 公 司

(Incorporated in the Bermuda with limited liability)

(Stock Code: 789)
  1. PLACING OF NEW SHARES UNDER GENERAL MANDATE AND
  2. PROPOSED CHANGE OF COMPANY NAME
Placing Agent China Investment Securities International Brokerage Limited PLACING OF NEW SHARES

On 26 January 2017 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to place, through the Placing Agent on a best effort basis, up to 510,000,000 Placing Shares to the Placees who and whose ultimate beneficial owners will be Independent Third Parties at a price of HK$0.08 per Placing Share.

The Placing Shares will be issued under the General Mandate and the Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

The Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. USE OF PROCEEDS

The proceeds from the Placing are intended to be applied principally towards the development of software applications and/or mobile gaming applications that will reinforce the Group's e-commerce sales.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from "Artini China Co. Ltd." to "Primeview Holdings Limited" and to adopt a new Chinese name of "領視控股有限 公司".

The Proposed Name Change is subject to (i) the approval by the Shareholders by way of special resolution at the SGM; and (ii) approval of the Registrar of Companies in Bermuda.

The SGM will be convened for the Shareholders to consider and, if thought fit, approve the Proposed Name Change. A circular containing, among other things, details regarding the Proposed Name Change together with a notice of the SGM will be despatched to the Shareholders in due course.

PLACING OF NEW SHARES UNDER GENERAL MANDATE The Placing Agreement

Date

26 January 2017 (after trading hours)

Issuer

The Company

Placing Agent

China Investment Securities International Brokerage Limited, who, together with its ultimate beneficial owners, are Independent Third Parties to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries.

Subject to Completion, the Placing Agent will receive a placing commission of 2.5% of the amount which is equal to the Placing Price multiplied by the number of the Placing Shares placed by the Placing Agent. The placing commission is arrived at after arm's length negotiations between the Company and the Placing Agent.

Placees

Pursuant to the Placing Agreement, the Company has conditionally agreed to place, through the Placing Agent on a best efforts basis, up to 510,000,000 Placing Shares. The Placing Shares will be placed to not less than six Placees which will be independent individual, corporate and/ or institutional investors, and who and whose ultimate beneficial owners are Independent Third Parties. If any of the Placees will become a substantial shareholder of the Company after the Completion, further announcement will be made by the Company.

Number of Placing Shares

As at the date of this announcement, the Company has 5,009,840,644 Shares in issue. The maximum number of 510,000,000 Placing Shares represents approximately 10.18% of the existing issued share capital of the Company as at the date of this announcement and approximately 9.24% of the issued share capital of the Company as enlarged by the Placing Shares allotted and issued pursuant to the Placing.

Placing Price

The Placing Price of HK$0.08 represents:

  1. a discount of approximately 19.19% to the closing price of HK$0.099 per Share as quoted on the Stock Exchange on the date of this announcement; and

  2. a discount of approximately 19.68% to the average closing price per Share of approximately HK$0.0996 as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of this announcement.

    Based on the Placing Price of HK$0.08, the aggregated value of the 510,000,000 Placing Shares is approximately HK$40.8 million. The aggregate nominal value of the 510,000,000 Placing Shares is HK$5,100,000.

    The Placing Price was determined with reference to the recent trading price of the Shares on the Stock Exchange and was negotiated on an arm's length basis between the Company and the Placing Agent.

    Ranking of Placing Shares

    The Placing Shares shall rank pari passu in all respects among themselves and with the existing issued Shares in issue on the date of allotment and issue of the Placing Shares.

    Condition of the Placing

    The Placing is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares. If the above condition is not fulfilled within 21 calendar days from the date of the Placing Agreement (or such other date as may be agreed by the parties thereto), the Placing Agreement will be terminated forthwith and cease to have any effect.

    Completion

    The Placing shall complete within four Business Days after the fulfillment of the condition set out above (or such later date as may be agreed by the parties hereto).

    Termination

    The Placing Agent may, in its absolute opinion, terminate the Placing Agreement by notice in writing to the Company at any time up to 10:00 a.m. on the date of Completion if:

    1. there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the absolute opinion of the Placing Agent would be materially adverse in the consummation of the Placing;

    2. there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent to be material in the context of the Placing;

    3. there is any material change (whether or not forming part of a series of changes) in market conditions which in the absolute opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed;

    Artini China Company Limited published this content on 26 January 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 26 January 2017 12:30:04 UTC.

    Original documenthttp://www.artini-china.com/images/pdf/20170126/eng_1485432893.pdf

    Public permalinkhttp://www.publicnow.com/view/B5DED380F8D8C111B92CE9148A11392820A5D2E5