CAI Corp — Capital/Financing Update 2015

Nov 23, 2015

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

CHINA NEW ECONOMY FUND LIMITED 中 國 新 經 濟 投 資 有 限 公 司

(Incorporated in the Cayman Islands as an exempted company with limited liability)

(Stock code: 80)

RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TWO SHARES HELD ON RECORD DATE

RIGHTS ISSUE

The Company proposes to raise a maximum of approximately HK$76.7 million, before expenses, by way of the Rights Issue of not less than 309,060,000 and not more than 326,573,400 Rights Shares to the Qualifying Shareholders at a subscription price of HK$0.235 per Rights Share on the basis of one (1) Rights Share for every two (2) Shares held on the Record Date. The Company plans to use the net proceeds from the Rights Issue for investment in line with its ordinary course of business. To qualify for the Rights Issue, a Qualifying Shareholder’s name must appear on the register of members of the Company on the Record Date. In order for their owners to be registered as members on the Record Date, any transfers of the Shares (with the relevant share certificates) must be lodged for registration by 4:30 p.m. on Thursday, 3 December 2015.

GENERAL

The Rights Issue is fully underwritten by the Underwriter. As the Rights Issue would increase neither the issued share capital nor the market capitalisation of the Company by more than 50%, the Rights Issue is not subject to Shareholders’ approval under the Listing Rules.

The Prospectus Documents containing, among other things, further details of the Rights Issue are expected to be despatched by the Company to the Qualifying Shareholders on or before Wednesday, 16 December 2015 and the Prospectus will be despatched to the NonQualifying Shareholders for information only.

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WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS

The Underwriting Agreement contains provisions granting the Underwriter a right to terminate its obligations under the Underwriting Agreement upon occurrence of certain events. The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms. If this condition is not fulfilled, the Rights Issue will not proceed and a further announcement will be made by the Company at the relevant time.

Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or the Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the Rights Shares in their nil-paid form.

Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s). Any Shareholder or other person dealing in the Shares or in the Rights Shares in their nil-paid form up to the date on which all the conditions to which the Rights Issue is subject are fulfilled will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed.

RIGHTS ISSUE

Issue statistics

Basis of the Rights Issue : One (1) Rights Share for every two (2) Shares held on the Record Date Subscription Price : HK$0.235 per Rights Share Number of Shares in issue at the : 618,120,000 Shares date of this announcement Number of Rights Shares : Not less than 309,060,000 and not more than 326,573,400 Rights Shares Underwriter : Win Fung Securities Limited Enlarged issued share capital upon : Not less than 927,180,000 and not more than completion of the Rights Issue 979,720,200 Shares

The number of Rights Shares to be issued pursuant to the Rights Issue represents 50% of the issued share capital of the Company as at the date of this announcement and approximately 33.33% of enlarged issued share capital of the Company immediately following the completion of the Rights Issue.

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As at the date of this announcement, save for 35,026,800 share options granted under the share option scheme of the Company which remain outstanding, the Company does not have any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares.

Subscription Price

The Subscription Price is HK$0.235 per Rights Share, payable in full upon acceptance under the PAL(s).

The Subscription Price represents:

• (i) a discount of approximately 11.32% to the closing price of HK$0.265 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 11.65% to the average of the closing prices of HK$0.266 per Share as quoted on the Stock Exchange for the 5 consecutive trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 7.84% to the theoretical ex-rights price of HK$0.255 per Share as adjusted for the effect of the Rights Issue, based on the closing price of HK$0.265 per Share as quoted on the Stock Exchange on the Last Trading Day.

The Subscription Price was arrived at after arm’s length negotiation between the Company and the Underwriter with reference to, among others, the prevailing market price and trading liquidity of the Shares. The Directors consider that the discount to the prevailing market price would encourage the Shareholders to participate in the Rights Issue to maintain their shareholdings in the Company and to enjoy the potential growth of the Company. In view of the prevailing market conditions of the capital market in Hong Kong and the benefits of the Rights Issue, the Directors consider that the terms of the Rights Issue (including the Subscription Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Basis of provisional allotment

The Rights Shares will be allotted on the basis of one (1) Rights Share for every two (2) Shares held on the Record Date. Acceptances of all or any part of a Qualifying Shareholder’s provisional allotment can be made only by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for by the Latest Acceptance Time.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully-paid, shall rank pari passu in all respects with the Shares then in issue, including as to the right to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment of the Rights Shares.

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Fractional entitlements to the Rights Shares

The Company will not provisionally allot to and will not accept applications for any fractions of Rights Shares from Qualifying Shareholders. Fractional entitlements will be rounded down to the nearest whole number of Rights Shares. Such fractional entitlements will be aggregated and the fractions of Rights Shares shall be provisionally allotted to a nominee of the Company. The Company shall procure such of its nominees, if possible, to sell all the fractions of the nil-paid Rights Shares in the market and the net proceeds of such sales, after deduction of expenses, will be aggregated and an equivalent amount will accrue for the benefit of the Company.

Qualifying Shareholders

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company and not be a Non-Qualifying Shareholder at the close of business on the Record Date. Overseas Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date whom the Company, based on legal opinions to be provided by legal advisers, considers necessary or expedient not to offer the Rights Shares on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place will not be regarded as Qualifying Shareholders.

Based on the register of members of the Company as at the date of this announcement, there is no Overseas Shareholder. Further information in this connection will be set out in the Prospectus to be despatched to the Shareholders.

In order to be registered as members of the Company at the close of business on the Record Date, beneficial owners must lodge any transfers of Shares (together with the relevant share certificates) with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 3 December 2015.

The Company will send the Prospectus Documents to the Qualifying Shareholders on or about Wednesday, 16 December 2015.

Non-Qualifying Shareholders

The Company will send the Prospectus only (without PAL) to the Non-Qualifying Shareholders, if any, for information only, on or about Wednesday, 16 December 2015.

Arrangement will be made for Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold on the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealings in nil-paid Rights Shares end, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of more than HK$100 will be paid pro rata to the NonQualifying Shareholders. The Company will retain individual amounts of the HK$100 or less for its own benefit. Any unsold entitlement of Non-Qualifying Shareholders, together with any Rights Shares provisionally allotted but not accepted, will be taken up by the Underwriter.

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No application for excess Rights Shares

After arm’s length negotiation with the Underwriter, the Board has decided that the Qualifying Shareholders will not be entitled to subscribe for any additional Rights Shares in excess of their respective assured entitlements. Given that each Qualifying Shareholder will be given equal and fair opportunity to participate in the Rights Issue, the Board considers that it will be burdensome to the Company to put in additional effort and costs to administer the excess application procedures. Any Rights Shares not taken up by the Qualifying Shareholders will be taken up by the Underwriter pursuant to the terms of the Underwriting Agreement.

Closure of register of members

The register of members of the Company will be closed from Friday, 4 December 2015 to Thursday, 10 December 2015 (both dates inclusive). No transfers of Shares will be registered during this period.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Rights Shares, in both their nil-paid and fully-paid forms.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirement of HKSCC, the Rights Shares in both their nil-paid and fullypaid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement dates of the dealings in the Rights Shares in both their nil-paid and fully-paid forms or such other dates as may be determined by HKSCC.

Dealing in the Rights Shares in both their nil-paid and fully-paid forms will be in the existing board lots of 100,000 Rights Shares. Dealing in the Rights Shares will be subject to the payment of the stamp duty and other applicable fees and charges in Hong Kong.

Certificates for the Rights Issue

Subject to the fulfillment of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted on or before Friday, 15 January 2016 to those who have accepted and paid for the Rights Shares, by ordinary post at their own risk.

Conditions of the Rights Issue

The Rights Issue is conditional upon, among other things, the followings:

• (i) the passing of all necessary resolution(s) by the Board approving the Rights Issue and the transactions contemplated hereunder by no later than the Posting Date;

• (ii) the delivery to the Stock Exchange and registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto)

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not later than the Posting Date and otherwise in compliance with the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the laws of Hong Kong);

• (iii) the posting of the Prospectus Documents to Qualifying Shareholders on the Posting Date;

• (iv) the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in all the Rights Shares (in their nil-paid and fully-paid forms) by no later than the Posting Date;

• (v) compliance with and performance of all the undertakings and obligations of the Company under the Underwriting Agreement;

• (vi) the obligations of the Underwriter under the Underwriting Agreement becoming unconditional and that the Underwriting Agreement not being terminated in accordance with its terms;

• (vii) compliance with and performance of all undertakings and obligations of the Underwriter under the Underwriting Agreement; and

• (viii) there being no event occur prior to the Latest Time for Termination which would render the warranties of the Company untrue and incorrect.

No parties to the Underwriting Agreement are capable to waive any of the above conditions. If the above conditions is not satisfied by the Latest Time for Termination or such other date as the Underwriter and the Company may agree in writing, the Underwriting Agreement shall be terminated, and no parties to the Underwriting Agreement will have any claim against any other parties for costs, damages, compensation or otherwise (except certain expenses of the Underwriter shall remain payable by the Company under the Underwriting Agreement). The Rights Issue will not proceed accordingly.

UNDERWRITING ARRANGEMENT FOR THE RIGHTS ISSUE

Pursuant to the Underwriting Agreement, the Underwriter has agreed to fully underwrite a maximum of 326,573,400 Right Shares under the Right Issue.

Commission

The Company will pay the Underwriter an underwriting commission of 3.25% of the aggregate subscription price of the Rights Shares underwritten by it. The Directors consider that the underwriting commission accords with market rates.

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Termination of the Underwriting Agreement

The Underwriter may terminate the arrangements set out in the Underwriting Agreement by notice in writing given by it to the Company at any time prior to 4:00 p.m. on the Latest Time for Termination if there occurs:

• (i) in the absolute opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:

• (a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of the Underwriter materially or adversely affect the business or the financial or trading position or prospects of the Company or is materially adverse in the context of the Rights Issue; or

• (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets or the occurrence of any combination of circumstances which may, in the absolute opinion of the Underwriter materially or adversely affect the business or the financial or trading position or prospects of the Company or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (ii) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities or a combination of the above circumstances) occurs which in the absolute opinion of the Underwriter is likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (iii) there is any change in the circumstances of the Company which in the absolute opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing, the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of the Company or the destruction of any material asset of the Company; or

• (iv) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or

• (v) any other material adverse change in relation to the business or the financial or trading position or prospects of the Company whether or not ejusdem generis with any of the foregoing; or

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• (vi) any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in the Prospectus Documents, would have constituted, in the absolute opinion of the Underwriter, a material omission in the context of the Rights Issue; or

• (vii) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than thirty consecutive business days, excluding any suspension in connection with the clearance of this announcement (if necessary) or the Prospectus Documents or other announcements or circulars in connection with the Rights Issue; or

• (viii) there is: (a) any material breach of any of the representations, warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of the Underwriter; or (b) any specified event described in the Underwriting Agreement comes to the knowledge of the Underwriter,

then Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

Upon the giving of notice of termination, all obligations of the Underwriter under the Underwriting Agreement shall cease and neither it nor the Company shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement provided that the Company shall remain liable to pay to the Underwriter the fees and expenses (other than the underwriting commission) payable by the Company pursuant to the Underwriting Agreement. If the Underwriter exercises such right, the Rights Issue will not proceed.

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CHANGE IN THE SHAREHOLDING STRUCTURE OF THE COMPANY ARISING FROM THE RIGHTS ISSUE

The changes in the shareholding structure of the Company arising from the Rights Issue are as follows (assuming no share option is exercised before the Record Date and there being no other changes in shareholding of the Company):

Laberie Holdings Limited (Note 1) Public Shareholders Underwriter (Note 2) Total	As at the date of this announcement Number of Shares % 103,020,000 16.7 515,100,000 83.3 — — 618,120,000 100.0	Immediately after completion of the Rights Issue (assuming no share option is exercised and no Rights Shares are subscribed by the Qualifying Shareholders) Number of Shares % 103,020,000 11.1 515,100,000 55.6 309,060,000 33.3 927,180,000 100.0	Immediately after completion of the Rights Issue (assuming no share option is exercised and all Rights Shares are subscribed by the Qualifying Shareholders) Number of Shares % 154,530,000 16.7 772,650,000 83.3 — — 927,180,000 100.0	Immediately after completion of the Rights Issue (assuming no share option is exercised and all Rights Shares are subscribed by the Qualifying Shareholders) Number of Shares % 154,530,000 16.7 772,650,000 83.3 — — 927,180,000 100.0
				100.0

The changes in the shareholding structure of the Company arising from the Rights Issue are as follows (assuming all outstanding share options are exercised before the Record Date and there being no other changes in shareholding of the Company):

Mr. Gu Xu (Note 3) Mr. Chan Cheong Yee (Note 3) Mr. Lam Chun Ho (Note 3) Mr. Ayoub Faris Ibrahim Taha (Note 3) Mr. Huang Liangkuai (Note 3) Laberie Holdings Limited (Note 1) Public Shareholders Underwriter (Note 2) Total	As at the date of this announcement Number of Shares % — — — — — — — — — — 103,020,000 16.7 515,100,000 83.3 — — 618,120,000 100.0	Immediately after completion of the Rights Issue (assuming all outstanding share options are exercised but no Rights Shares are subscribed by the Qualifying Shareholders) Number of Shares % 5,151,000 0.5 5,151,000 0.5 515,100 0.1 515,100 0.1 515,100 0.1 103,020,000 10.5 538,279,500 54.9 326,573,400 33.3 979,720,200 100.0	Immediately after completion of the Rights Issue (assuming all outstanding share options are exercised and all Rights Shares are subscribed by the Qualifying Shareholders) Number of Shares % 7,726,500 0.8 7,726,500 0.8 772,650 0.1 772,650 0.1 772,650 0.1 154,530,000 15.7 807,419,250 82.4 — — 979,720,200 100.0	Immediately after completion of the Rights Issue (assuming all outstanding share options are exercised and all Rights Shares are subscribed by the Qualifying Shareholders) Number of Shares % 7,726,500 0.8 7,726,500 0.8 772,650 0.1 772,650 0.1 772,650 0.1 154,530,000 15.7 807,419,250 82.4 — — 979,720,200 100.0
				100.0

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Notes:

1. To the best information, knowledge and belief of the Directors, Laberie Holdings Limited is a wholly owned subsidiary of SEEC Media Group Limited, which is a company listed on the main board of the Stock Exchange (under stock code: 205).

2. Pursuant to the Underwriting Agreement, the Underwriter shall not subscribe, for its own account, for such number of Untaken Shares which will result in the shareholding of it and parties acting in concert (within the meaning of the Takeovers Code) with it in the Company to exceed 10% of the voting rights of the Company upon the completion of the Rights Issue; and shall use all reasonable endeavours to ensure that each of the subscribers or purchasers of the Untaken Shares procured by it (i) will be third party independent of, not acting in concert (within the meaning of the Takeovers Code) with and not connected with the Company, any of the Directors, chief executive of the Company or substantial shareholders of the Company or their respective associates (as defined in the Listing Rules); and (ii) save for the Underwriter itself and its associates, will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it, hold 5.0% or more of the voting rights of the Company upon completion of the Rights Issue.

3. They are Directors who were granted share options which remain outstanding as at the date of this announcement.

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The Company is an investment company listed under Chapter 21 of the Listing Rules. The investment objective of the Company is to achieve long-term capital appreciation through investing globally in both private and publicly listed enterprises that have demonstrated the ability to manufacture a product or deliver a service that is supported by the economies of mainland China, Hong Kong, Macau and Taiwan.

The maximum gross proceeds and the net proceeds of the Rights Issue will be approximately HK$76.7 million and HK$73.9 million respectively. The Company intends to apply such net proceeds from the Rights Issue for investment in line with its ordinary course of business. The net price per Rights Share shall be approximately HK$0.226.

The Board considers that the Rights Issue will increase the capital base of the Company and give the Qualifying Shareholders the opportunity to maintain their respective pro-rata shareholding interests in the Company. Hence, the Board considers that fund raising through the Rights Issue is in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past 12 months immediately preceding the date of this announcement.

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TENTATIVE TIMETABLE

2015

Last day of dealings in Shares on a cum-rights basis . . . . . . . . . . . . . . . . . . Tuesday, 1 December First day of dealings in Shares on an ex-rights basis. . . . . . . . . . . . . . . . Wednesday, 2 December Latest time for Shareholders to lodge transfer of Shares to qualify for the Rights Issue . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 3 December Closure of register of members (both days inclusive) . . . . . . . . . . . . . . . . . Friday, 4 December to Thursday, 10 December Record Date for determining entitlements to the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 10 December Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 11 December Despatch of Prospectus Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 16 December First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . 9:00 a.m. on Friday, 18 December Latest time for splitting nil-paid Rights Shares. . . . . . . . . 4:30 p.m. on Tuesday, 29 December

2016

Last day of dealing in nil-paid Rights Shares . . . . . . . . . . . . . . 4:00 p.m. on Monday, 4 January Latest time for acceptance of and payment for the Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 7 January Latest time for terminating the Underwriting Agreement and for the Rights Issue to become unconditional. . . . . . . . . . 4:00 p.m. on Friday, 8 January Announcement of results of the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 14 January Despatch of certificates for fully-paid Rights Shares on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 15 January Despatch of refund cheques, if any, if the Rights Issue is terminated. . . . . Friday, 15 January Commencement of dealings in fully-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 18 January

Dates or deadlines specified in this announcement are indicative only and may be varied by agreement between the Company and the Underwriter. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

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WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND NIL-PAID RIGHTS SHARES

The Shares will be dealt in on an ex-rights basis from Wednesday, 2 December 2015. Dealings in the Rights Shares in the nil-paid form will take place from Friday, 18 December 2015 to Monday, 4 January 2016 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled or the Underwriting Agreement is terminated, the Rights Issue will not proceed.

Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or Rights Shares in their nil-paid form who is in any doubt about his/her/its position is recommended to consult his/her/its professional adviser. Any Shareholder or other person dealing in Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriter ’ s right of termination of the Underwriting Agreement ceases) and any person dealing in the nilpaid Rights Shares during the period from Friday, 18 December 2015 to Monday, 4 January 2016 (both dates inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed.

GENERAL

As the Rights Issue would not increase either the issued share capital or the market capitalisation of the Company by more than 50%, the Rights Issue is not required by the Listing Rules to be approved by the Shareholders in a general meeting.

The Prospectus Documents containing, among other things, further details of the Rights Issue is expected to be despatched by the Company to Qualifying Shareholders on or before Wednesday, 16 December 2015, and the Prospectus will be despatched to the NonQualifying Shareholders for information only.

Win Fung securities Limited is a licensed corporation to carry out Type 1 (dealing in securities) and Type 4 (advising in securities) regulated activities under the SFO. To the best of the Directors’ knowledge, information and belief, the Underwriter and its ultimate beneficial owner(s) are independent third parties not connected with the Company and its connected persons within the meaning of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings, unless the context requires otherwise:

‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than a Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

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• ‘‘Company’’

• ‘‘Directors’’

• ‘‘HK$’’

• ‘‘HKSCC’’

• ‘‘Hong Kong’’

• ‘‘Last Trading Day’’

• ‘‘Latest Acceptance Time’’

• ‘‘Latest Time for Termination’’

• ‘‘Listing Rules’’

• ‘‘Non-Qualifying Shareholder(s)’’

• ‘‘Overseas Shareholder(s)’’

• ‘‘PAL(s)’’

• ‘‘Posting Date’’

China New Economy Fund Limited (stock code: 80), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Stock Exchange

• the directors of the Company

• Hong Kong dollars, the lawful currency of the Hong Kong

• the Hong Kong Securities Clearing Company Limited

• the Hong Kong Special Administrative Region of the People’s Republic of China

• 23 November 2015, being the date of the Underwriting Agreement

• 4:00 p.m. on Thursday, 7 January 2016 (or such other time or date as the Underwriter may agree in writing with the Company), being the latest date for acceptance of, and payment of, Rights Shares

• 4:00 p.m. on Friday, 8 January 2016, being the next Business Day of the Latest Acceptance Time or such later time and/or date as the Company and the Underwriter may agree, being the latest time to terminate the Underwriting Agreement

• the Rules Governing the Listing of Securities on the Stock Exchange

• Overseas Shareholder(s) in respect of whom the Directors, based on legal opinions provided by legal advisers, consider it necessary or expedient not to offer the Rights Issue to such Overseas Shareholder(s) on account either of restrictions under the laws of the relevant place or the requirements of a relevant regulatory body or stock exchange in that place

• Shareholder(s) whose name(s) appear on the register of members of the Company at the close of business on the Record Date and whose address(es) as shown on such register is/are in a place(s) outside Hong Kong

• the provisional allotment letter(s) to be issued in connection with the Rights Issue

Wednesday, 16 December 2015, or such other day as may be agreed between the Company and the Underwriter, being the date of despatch of the Prospectus Documents

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• ‘‘Prospectus’’

• the prospectus to be issued by the Company in relation to the Rights Issue

• ‘‘Prospectus Documents’’

the Prospectus and PAL

• ‘‘Qualifying Shareholder(s)’’

• Shareholder(s), other than the Non-Qualifying Shareholders, whose name(s) appear on the register of members of the Company at the close of business on the Record Date

• ‘‘Record Date’’

• Thursday, 10 December 2015 or such other date as the Underwriter may agree in writing with the Company as the date by reference to which entitlements to the Rights Issue are expected to be determined

• ‘‘Rights Issue’’ the issue of the Rights Shares by way of rights to the Qualifying Shareholders for subscription on the terms to be set out in the Prospectus Documents and summarized herein

• ‘‘Rights Share(s)’’ not less than 309,060,000 and not more than 326,573,400 new Shares to be offered to the Qualifying Shareholders for subscription on the basis of one (1) Rights Share for every two (2) Shares held at the Record Date pursuant to Rights Issue

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of issued share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscription Price’’ HK$0.235 per Rights Share

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers

• ‘‘Underwriter’’ Win Fung Securities Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 4 (advising in securities) regulated activities under the SFO

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‘‘Underwriting Agreement’’

the underwriting agreement dated 23 November 2015 entered into between the Company and the Underwriter in relation to the underwriting and certain other arrangements in respect of the Rights Issue

‘‘%’’

percentage

By order of the Board China New Economy Fund Limited GU Xu

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 23 November 2015

As at the date of this announcement, the Board comprises Mr. GU Xu and Mr. CHAN Cheong Yee as executive Directors, Mr. LAM Chun Ho, Mr. Faris Ibrahim Taha AYOUB and Mr. HUANG Liangkuai as independent non-executive Directors.

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