Chiho Tiande : 【Documents available for inspection 020】Material contracts-Subscription Agreement(signed by USUM)

60315727-0318-4b91-8747-c971c38c1811.pdf

CHI HO ·-TIA N D E GROU P LIMITED

and

Execution Version

USU M INVESTM ENT G ROU P HONG KONG LI MITE D

SUBSCRIPTIO N AG R EE M ENT

in relation to the subscription of 203,900,000 new shares of Chiho-Tiande Group Limited ?.t the

• subscription price of HK$9.01 per share

CLAUSE PAGE

1. INTERPRETATION 1

2. SUBSCRIPTION 8

3. CONDITIONS PRECEDENT 8

4. COMPLETION 9

5. EXPENSES 10

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKI NGS BY THE COMPANY 10

7. REPRESENTATIONS, WARRANTI ES AND UNDERTAKI NGS BY THE SUBSCRIBER 11

8. ANNOUNCEMENTS 11

9. TIME OF THE ESSENCE 12

10. NOTICE 12

11. GENERAL PROVISIONS RELATING TO THIS AGREEMENT 12

12. COUNTERPARTS 13

13. TERMINATION 13

14. GOVERNI NG LAW AND JURISDICTION 14

SCHEDULE 1 - THE SUBSCRIBER 15

SCHEDULE 2 - WARRANTIES 16

SCHEDULE 3 - THE COMPANY 34

THIS AGREEMENT dated 2015 is made BETWEEN:

( 1) CHIHO-TIANDE GROUP LIMITED, a company incorporated in the CaymanIslands with limited liability and listed on the Main Board of the Stock Exchange of Hong Kong Limited (stock code: 976) whose registered office is situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KYl-1111, CaymanIslands and whose head office and principal place of business in Hong Kong is at 48 Wang Lok Street,

Yuen LongIndustrial Estate, Hong Kong (the "Company"); and

(2) The party listed in Schedule 1( the "Subscriber"). WHEREAS:

1. The Company has, at the date of this Agreement, an authorised share capital of HK$50,000,000 divided into 5,000,000,000 Shares (as defined below), of which 1,049,948,706 Shares have been issued and are fully-paid and are listed on the Stock Excl1ange (as defined below).

   
   

2. The Company has agreed to issue and the Subscriber have agreed to subscribe for the Subscription Shares (as defined below) on the terms and subject to the conditions set out in this Agreement. The Subscription Shares represent 19.42% of the total issued shares of the Company as at the date of this Agreement and approximately 16.26% of the total issued shares of the Company as enlarged by the subscription of the Subscription Shares.

   
   

3. Application shall be made to the Stock Exchange on behalf of the Company for the listing of, and permission to deal in, tl1e Subscription Shares.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. INTE RPR ETATIO N

1.1 In this Agreement, including the Recitals hereto, the words and expressions set out below shall have the meanings attributed to them below unless the context otherwise requires:

"Accounting Date" 31 December 2013;

"Accounts" the audited consolidated financial statements of the

Company as at and for the accounting period which ended on the Accounting Date (such financial statements comprising a balance sheet as at the Accounting Date, profit and loss account, notes and directors' and auditors' report);

"Agreement" thr s Agreement, including the Schedules as from time to

time amended in accordance with Clause 11.5;

"Announcement" the announcement to be issued by the Company pursuant

to the Securities and Futures Ordinance and the Listing Rules in relation to this Agreement;

"Board" the board of directors of the Company;

"Business Day" a day (excluding Saturday, Sunday and public holidays in

Hong Kong and the PRC) on which banks in Hong Kong and

"Companies Ordinance"

"Completion"

"Completion Date"

"Conditions Precedent"

"Confidential Information"

"Convertible Bonds"

"Deed Poll"

"Disclosed"

"Encumbrances"

"Executive"

the PRC are open for business;

the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

the completion of the Subscription under Clause 4 of this

Agreement;

the third Business Day after the last of the Conditions Precedent shall have been satisfied unless otherwise agreed between the Parties and which shall be no later than the Long Stop Date;

the conditions precedent set out in Clause 3.1;

Know-How, trade secrets and other informa tion of a confidential nature (including all proprietary technical, industrial and commercial informa tion and techniques in whatever form held, such as paper, electronically stored data, magnetic media film and microfilm or orally);

the convertible bonds in the aggregate principal amount of HK$815,80D,OOO constituted by the Deed Poll and issued by the Company on 1 March 2012 carrying an interest of four per cent. per annum and wr th the benefit of and subject to the terms and conditions of the Deed Poll, as extended by the Extension Agreements;

the deed poll dated 1 March 2012 constituting the Convertible Bonds;

specific disclosure in the Accounts, theInterim Report 2014 and the announcements and circulars published by the Company in the period of two years prior to the date hereof and "Disclosure" shall be construed accordingly;

any claim, mortgage, charge, pledge, lien, restriction, assignment, power of sale, hypothecation, security interest, title retention, trust arrangement, subordination arrangement, contractual right of set-off or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre-emption), or any agreement, arrangement or obligation to create any of the same and "Unencumbered" shall be construed accordingly;

the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any delegate of the Executive Dir·ector;