Chiho Tiande : 【Documents available for inspection 021】Material contracts-Conditional Subscription Agreement

6c3234e2-68a4-40d6-ac41-601b0bb71bd8.pdf

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Dated .},7 - - 2015

CHIHO -TIANDE GROUP LIMITED

and

USUM NVESTMENT GROUP HONG KONG LIMITED

CONDITIONAL SUBSCRIPTION AGREEMENT

in relation to the subscription for shares in the capital of.

CHIHO-TIANDE GROUP LIMITED

for an aggregate amou nt of HK$2,279,S30,000

at an initial subscri ption price of

HK$9.0l per share

CLAUSE PAGE

1. INTERPRETATION 1

2. AMENDMENT AND RESTATEMENT OF THE ORIGINAL AGREEMENT 4

3. CONDITIONS PRECEDENT 4

4. THE SUBSCRIPTION 5

5. COMPLETION 5

6. ADJUSTMENTS TO THE SUBSCRIPTION PRICE 6

7. COVENANTS OF THE COMPANY 15

8. COVENANTS BY THE SUBSCRIBER 18

9. WINDING-UP OF THE COMPANY 18

10. EXPENSES. 19

11. ANNOUNCEMENTS 19

12. TIME OF THE ESSENCE 19

13. NOT!CE. 19

14. GENERAL PROVISIONS RELATING TO THIS AGREEMENT 20

15. COUNTERPARTS 20

16. GOVERNING LAW AND JURISDICTION 20

SCHEDULE - THE SUBSCRI BER 21

THIS AGREEMENT dated 27 March 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 the Schedule (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 Exchange (as defined below).

   
   

2. On 21 March 2015, the Company entered into the Subscription Agreement (as defined below) with the Subscriber whereby the Subscriber has agreed to subscribed for 203,900,000 Shares in the Company.

(C) On 21 March 2015, the Company also entered into a separate agreement with the Subscriber pursuant to which the Company agreed to issue to the Subscriber up to 253,000,000 additional Shares (subject to adjustment) upon the satisfaction of certain conditions (the "Original Agreement").

(D) The Parties wish to change certain of the arrangements in the Original Agreement and have agreed to enter into this Agreement to supersede, amend and restate the Original Agreement in its entirety.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. INTERPRETATION

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:

uatting in concert 11 has the same meaning as set out in the Takeovers Code;

"Agreement" this conditional subscription agreement, which supersedes,

amend and restates the Original Agreement, as amended from time to time;

"Ailn·ounCem.ent" · the announcement to be issued by the Company pursuant

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

"Approved Financial Adviser"

an independent investment bank of international repute (acting as an expert) selected by the Company and the Subscriber;

"Auditors" the auditors of the Company from time to time;

"Board"

"Business Day"

the board of directors of the Company;

a day (excluding Saturday, Sunday and public holidays in Hong Kong and the PRC) on which banks in Hong Kong and

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the PRC are open for business;

"Completion11

"Completion Date"

'

"Conditions Precedent1

"Convertible Bonds'1

"Directors" "Executive"

"Extension"

"Extension Agreements"

"Extension Announcements"

"Group'1

"HK$"

"Hong Kong"

"Independent Shareholders"

. .

"Listing Rules" "Long Stop Date" "Parties" "PRC"

completion of the Subscription in accordance with Clause 5;

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 earlier of (i) the date falling 15 days after the grant of the Whitewash Waiver, and (ii) the Long Stop Date;

the conditions precedent set out in Clause 3.1;

the convertible bonds in the aggregate principal amount of HK$815,800,000 constituted by the Deed Poll and issued by the Company on 1 March 2012 carrying an interest of four per cent. per annum and with the benefit of and subject to the terms and conditions of the deed poll dated 1 March 2012 constituting the Convertible Bonds, as extended under the Extension Agreements;

directors of the Company;

the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director;

the extension of the Convertible Bonds as disclosed in the Company's Extension Announcements dated 5 March 2015, 10 March 2015 and 18 March 2015;

the agreements entered into between the Company and the holders of the Convertible Bonds relating to the Extension;

the Company's announcements dated 5 March 2015, 10

March 2015 and 18 March 2015 relating to the Extension;

the Company and its subsidiaries and a "Group Company"

shall mean any of them; Hong Kong dollars;

the Hong Kong Special Administrative Region of the People's Republic of China;

Shareholders other than the Subscriber and parties acting in concert with it and any other .Shareholds,rs vvho are interested in or involved in this Agreement, the grant of the Specific Mandate and the Whitewash Waiver; ·

the Rules Governing the Listing of Securities on The Stcick Exchange of Hong Kong Limited;

30 June 2015 or such later date as may be agreed between . the Subscriber. and the Company;

the Company and the Subscriber and "Party" means any one of them;

the People's Republic of China, excluding, for the purposes of this Agreement, Hong Kong, Taiwan and the Macau

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