China Billion Resources : Share Settlement Agreement I

16a19d1a-3c5b-4063-82ed-869394b5c991.pdf

Dated 9 November , 2015

1. CHINA UNITED INTERNATIONAL FORTUNE MANAGEMENT CO., LIMITED

   
   

2. CHINA BILLION RESOURCES LIMITED

SHARE SETTLEMENT AGREEMENT

REED SMITH RICHARDS BUTLER

20th Floor Alexandra House 18 Chater Road

Central, Hong Kong

Ref : DH0/381253.00001

TABL E OF CONTENTS

CONDITION

I. INTERPRETATION 1

1. CON DITIONS PRECEDENT 5

2. ISSU E OF SHARES 6

3. COM PLETION 6

4. RESCISSION 7

5. REPRESENTATIONS, WARRANTIESAN D UN DERTAKIN GS 7

7. NOTI CES......••...•........................................................................................................................••.9

1. M ISCELLANEOUS 10

2. GOVERN ING LAW AN D J URI SDICTION 11

SCHEDU LE I 12

THIS AGREEMENT is made on 9 November, 2015

BETWEEN:

1 . CHINA UNITED INTERNATIONAL FORTUNE MANAGEMENT CO., LIMITED, a

company incorporated in Hong Kong with limited liability having its registered office at Room 18C, 27/F., Ho King Commercial Centre, No. 2-16 Fayuen Street, Mongkok, Kowloon, Hong Kong (the "Creditor")

1. CHINA BILLION RESOURCES LIMITED, a company incorporated under the laws of Cayman Islands with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman KYl -1111, Cayman Islands and whose principal place of business in Hong Kong is at Room 2811, 28/F., China Merchants Tower, No.168-200 Connaught Road Central, Hong Kong (the "Company")

   
   

   WHEREAS:

   
   

2. the Company was incorporated in the Cayman Islands and at the date of this Agreement has a total issued share capital of 5,235,303,300 shares of HK$0.10 each, all of which are fully paid and currently listed on the Main Board of the Stock Exchange;

   
   

3. trading in the shares of the Company have been suspended since 29 June 2011 and on 30 December 2011, the Stock Exchange issued a letter to the Company imposing certain conditions for the resumption of trading in its shares of the Company on the Stock Exchange;

   
   

4. the Creditor has agreed to accept the Settlement Shares, and the Company has agreed to allot and issue to the Creditor, in full and final settlement of the Debt on and subject to the terms and conditions set out in this Agreement.

   
   

   NOW IT IS HEREBY AGREED AS FOLLOWS:

   
   

5. INTERPRETATION




1.1 In this Agreement and the Recitals, unless the context requires otherwise, the following expressions shall have the following meanings:




"Announcement " means the announcement to be released by the Company in

relation to, amongst other things, the issue of Settlement Shares;




"Authorised Capital Increase" means the increase in the authorised share capital of the

Company from HK$26, 176,516.50 compnsmg 2,617,651,650 Reorganised Shares (immediately following the Share Capital Reduction and Share Consolidation) to HK$250,000,000 comprising 25,000,000,000 Reorganised Shares by the creation of 22,382,348,350 additional Reorganised Shares;




"Business Day" means a day (other than a Saturday or Sunday or days on which a tropical cyclone warning No. 8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks in Hong Kong are open generally for banking business ;




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"CCASS"




"Capita l Reorganisation"




"Completion"




"Com pletion Date" "Cond iti ons Precedent"




"Conversion Shares"




"Cut-off Date"




"Debt"




"Di rector(s)"




"Encumbrance"




"Group"




"Hong Kong"




"H K$"




"Issue Price" "Listing Rules"




"Long-stop Date"

means the Central Clearing and Settlement System operated by Hong Kong Securiti es Clearing Com pany Lim ited ;




means a reorganisation of the share capital of the Com pany involving the Share Capital Reduction, the Share Consolidation and A uthorised Capital Increase;




means completion of the issue of the Settl ement Shares pursuant to Clause 4.1;




means the date on wh ich Completion takes place;




means the cond itions precedent l i sted in Clause 2.1 and a "Condition Precedent"shall mean any one of the cond itions precedent;




means the Reorganised Shares that fall to be issued on exercise of conversion rights attached to the Settlement Convertible Bonds;




means 3 1 December, 20 15 (or such later date as the parties to thi s Agreement may agree);




means the debt owing to the Cred itor, patticulars of which are set out i n Part A of Schedule I and al l interest and other amounts that may be payable by the Com pany and/or any other member of the Group i n respect thereof;




means at any time the director(s) of the Company at that time;




means any charge, mortgage, security, lien, option, equ ity, power of sale or hypothecation_ or other third patty rights, retention of title, right of pre-emption, right of first refusal or security i nterest of any kind and "Encumber" shal l be construed accordingly;




means the Company and its Subsidiaries and "m ember of the Group" shat I be construed accord ingly;




means the Hong Kong Special Admini strative Region of the People's Republ ic of Ch ina;




means Hong Kong dollars, the lawful currency of Hong Kong;




means H K$0.05 for each Settlement Share;




means the Rul es Governing the Listing of Securities on the Stock Exchange;




means 3 1 May 2016 (or such later date as the parties may agree);




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