CAI Corp — Capital/Financing Update 2015

Jul 17, 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 only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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

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

(Stock Code: 80)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Astrum Capital Management Limited

THE PLACING

On 16 July 2015 (after trading hours of the Stock Exchange), 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 efforts basis, up to 103,020,000 Placing Shares to the Placee(s) who and whose ultimate beneficial owner(s) will be Independent Third Party(ies) at a price of HK$0.385 per Placing Share.

The Placing Price of HK$0.385 per Placing Share represents (i) the closing price of HK$0.385 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) the average of the closing prices of HK$0.385 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the Last Trading Day.

The maximum number of 103,020,000 Placing Shares represents 20% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.67% of the issued share capital of the Company as enlarged by the Placing.

The Placing Shares are to be issued under the General Mandate granted to the Directors at the annual general meeting of the Company held on 28 May 2015.

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The maximum gross proceeds from the Placing will be approximately HK$39.66 million. The net proceeds, after the deduction of the placing commission and other related expenses, are estimated to be approximately HK$38.3 million, representing a net issue price of approximately HK$0.372 per Placing Share.

The Company intends to use the net proceeds arising from the Placing for investment in line with its ordinary course of business.

THE PLACING AGREEMENT

Date

16 July 2015

Issuer

The Company

Placing Agent

Astrum Capital Management Limited

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties. The Placing Agent will charge the Company a placing commission of 3% of the aggregate Placing Price for the Placing Shares successfully placed by the Placing Agent. The Placing commission was negotiated on arm’s length basis between the Company and the Placing Agent and determined with reference to, amongst other things, the prevailing commission rate charged by other placing agents and the size of the Placing. The Directors consider that the terms of the Placing, including the Placing commission, are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

Placee

As at the date of this announcement, it is expected that Laberie Holdings Limited (‘‘Laberie’’) (麗寶利集團有限公司) will be the sole Placee of the Placing. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Laberie and its ultimate beneficial owner(s) are Independent Third Parties and does not hold any Shares as at the date of this announcement. Assuming that (i) all the Placing Shares are placed to Laberie; and (ii) other than the Placing Shares, Laberie will not acquire further Shares from the date of this announcement up to Completion, Laberie will be interested in 103,020,000 Shares immediately upon Completion, which will represent approximately 16.67% of the issued share capital of the Company as enlarged by the Placing. Accordingly, Laberie will become a substantial Shareholder (as defined in the Listing Rules) and therefore a connected person of the Company. Laberie is a company incorporated in the British Virgin Islands with limited liability. It is a wholly-owned subsidiary of SEEC Media Group Limited, a company whose issued shares are listed on the Stock Exchange (stock code: 205). The principal business of Laberie is investment holding and Laberie is a Profession Investor.

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Number of Placing Shares

The maximum number of 103,020,000 Placing Shares represents 20% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.67% of the issued share capital of the Company as enlarged by the Placing. The maximum nominal value of the Placing Shares under the Placing will be HK$10,302,000.

Placing Price

The Placing Price of HK$0.385 per Placing Share represents (i) the closing price of HK$0.385 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) the average of the closing prices of HK$0.385 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the Last Trading Day.

The Placing Price was determined and negotiated on an arm’s length basis between the Company and the Placing Agent with reference to the recent market prices of the Shares. Given the size of the Placing Shares involved (which represent 20% of the existing Shares in issue), the Directors consider that the Placing Price are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares shall rank pari passu in all respects among themselves and with the existing issued Shares 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 listing of, and permission to deal in, the Placing Shares. If the above condition is not fulfilled by 30 July 2015 (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 and neither of the parties shall have any claim against the others in respect of the Placing save for any antecedent breach and/or any rights or obligations which may have accrued under the Placing Agreement prior to such termination.

Completion

The Placing shall complete on the third Business Day after the satisfaction of the condition set out above (or such later date as may be agreed by the parties thereto).

Application for listing

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

General Mandate to issue the Placing Shares

The issue of the Placing Shares is not subject to Shareholders’ approval.

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The Placing Shares will be issued under the General Mandate granted to the Directors at the annual general meeting of the Company held on 28 May 2015, subject to the limit up to 103,020,000 Shares (representing 20% of the aggregate nominal amount of the share capital of the Company in issue on that date). The 103,020,000 Placing Shares to be allotted and issued utilises 100% of the General Mandate.

Termination

The Placing Agent shall be entitled by notice to the Company given prior to 6:00 p.m. on the day immediately preceding the date of Completion to terminate the Placing Agreement if:

• (i) any Specified Event or force majeure event comes to the notice of the Placing Agent; or

• (ii) there develops, occurs or comes into force:

• (a) any new law or regulation or any change in existing laws or regulations or the interpretation thereof which may in the reasonable opinion of the Placing Agent and in its reasonable discretion may materially and adversely affect the business or financial condition or prospects of the Company as a whole; or

• (b) any local, regional, national or international event or change (whether or not permanent or forming part of a series of events or changes occurring or continuing, on and/or after the date hereof) of a political, military, economic or other nature (whether or not ejusdem generis with the foregoing) which, in the reasonable opinion of the Placing Agent and in its reasonable discretion will, or may be expected to, have a material adverse effect on the Placing; or

• (c) any significant change (whether or not permanent) in local, regional, national or international market conditions (or in conditions affecting a sector of the market) which in the reasonable opinion of the Placing Agent and in its reasonable discretion has or may have a material adverse effect on the Placing; or

• (iii) there is any adverse change in the business or in the financial or trading position of the Company taken as a whole which being unaware of by the Placing Agent and in the reasonable opinion of the Placing Agent and in its reasonable discretion is material in the context of the Placing.

If notice is given pursuant to the above, the Placing Agreement shall terminate and be of no further effect and neither party shall be under any liability to the other party in respect of the Placing Agreement save for any rights or obligations which may have accrued under the Placing Agreement prior to such termination.

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The changes of the shareholding structure of the Company as a result of the Placing are as follows:

Public Shareholders Placee Total	As at the date of this announcement Number of Shares Approximate percentage of shareholding % 515,100,000 100.00 — — 515,100,000 100.00	Immediately upon Completion assuming all the Placing Shares has been placed out Number of Shares Approximate percentage of shareholding % 515,100,000 83.33 103,020,000 16.67 618,120,000 100.00	Immediately upon Completion assuming all the Placing Shares has been placed out Number of Shares Approximate percentage of shareholding % 515,100,000 83.33 103,020,000 16.67 618,120,000 100.00
			100.00

REASONS FOR THE PLACING 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 Board considers that the Placing represents an opportunity to raise additional funds for the Company while broadening the Shareholder and capital base of the Company. Assuming all the Placing Shares have been placed out, the maximum gross proceeds from the Placing will be approximately HK$39.66 million. The net proceeds, after the deduction of the placing commission and other related expenses, are estimated to be approximately HK$38.3 million, representing a net issue price of approximately HK$0.372 per Placing Share.

The Company intends to use the net proceeds arising from the Placing for investment in line with its ordinary course of business.

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FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST TWELVE MONTHS

Save as disclosed below and the proposed subscription of new Shares as announced by the Company dated 28 January 2015 which was terminated on 12 March 2015, the Board confirms that there have not been any equity fund raising activities conducted by the Group in the past 12 months immediately preceding the date of this announcement.

Date of			Intended use	Actual use of
announcement	Event	Net proceeds	of net proceeds	net proceeds
12 August 2014	Rights issue of	Approximately	Investment in	Used as
	151,500,000	HK$41.1	line with the	intended
	rights Shares	million	Company’s
	to the		ordinary
	qualifying		course of
	Shareholders		business
	at a
	subscription
	price of
	HK$0.28 per
	rights Share on
	the basis of
	one rights
	Share for
	every two
	Shares held on
	the record date
11 November	Placing of	Approximately	Investment in	Used as
2014	60,600,000	HK$20.3	line with the	intended
	new Shares at	million	Company’s
	a price of		ordinary
	HK$0.35 per		course of
	Share under		business
	the general
	mandate
	granted to the
	Directors at
	the annual
	general
	meeting of the
	Company held
	on 28 May
	2014

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DEFINITIONS

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

• ‘‘associates’’

• has the meaning ascribed thereunder the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’ means a day (excluding Saturday, Sunday or public or statutory holiday in Hong Kong and any day on which a tropical cyclone warning No. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ‘‘black’’ rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are generally open for business in Hong Kong throughout their normal business hours

• ‘‘Company’’

• 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 main board of the Stock Exchange

• ‘‘Completion’’

• completion of the placing of the Placing Shares in accordance with the terms and conditions as set out in the Placing Agreement

• ‘‘connected persons’’

• has the meaning as ascribed thereto under the Listing Rules

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘General Mandate’’

• the general mandate granted to the Directors by the Shareholders pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 28 May 2015, pursuant to which a maximum of 103,020,000 new Shares may fall to be allotted and issued as at the date of this announcement

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

• ‘‘Independent Third independent third party(ies) who is/are not connected Party(ies)’’ person(s) of the Company and is/are independent of and not connected with the Company and directors, chief executive, controlling shareholders and substantial Shareholders of the Company or their respective associates

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• ‘‘Last Trading Day’’ 16 July 2015, being the last trading day for the Shares prior to the issue of this announcement

• ‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Placee(s)’’ any Professional Investor(s) procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agreement

• ‘‘Placing’’ the placing, on a best efforts basis, of up to 103,020,000 new Shares pursuant to the terms of the Placing Agreement

• ‘‘Placing Agent’’ Astrum Capital Management Limited, a licensed corporation to carry on business in type 1 (dealing in securities), type 2 (dealing in futures contracts), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

• ‘‘Placing Agreement’’ the conditional placing agreement dated 16 July 2015 and entered into between the Company and the Placing Agent in relation to the Placing

• ‘‘Placing Price’’ HK$0.385 per Placing Share

• ‘‘Placing Shares’’ up to 103,020,000 new Shares to be placed under the Placing

• ‘‘Professional Investor’’ has the meaning as ascribed thereto in Part 1 of Schedule 1 to the SFO and any rules made thereunder

• ‘‘SFO’’ Securities and Futures Ordinance, Cap. 571 of the Laws of Hong Kong

• ‘‘Share(s)’’ ordinary issued share(s) of HK$0.1 each in the capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘Specified Event‘‘ means an event occurring or matter arising on or after the date of the Placing Agreement and prior to the date of Completion which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of the undertakings, warranties and representations given by the Company in the Placing Agreement untrue or incorrect and such would have an adverse impact/effect on the Placing

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

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‘‘HK$’’ ‘‘%’’

Hong Kong dollars, the lawful currency of Hong Kong per cent.

On behalf of the Board China New Economy Fund Limited Gu Xu Chairman, Chief Executive Officer and Executive Director

Hong Kong, 16 July 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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