CAI Corp — Share Issue/Capital Change 2016

Aug 12, 2016

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.

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)

PROPOSED SHARE CONSOLIDATION AND

CHANGE IN BOARD LOT SIZE

SHARE CONSOLIDATION

The Board proposes that every five (5) Existing Shares of HK$0.10 each in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.50 each in the issued and unissued share capital of the Company. As at the date of this announcement, there are 1,112,616,000 Existing Shares of HK$0.10 each in issue which are fully paid or credited as fully paid. Assuming no further Existing Shares will be issued from the date of this announcement up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 222,523,200 Consolidated Shares of HK$0.50 each in issue which are fully paid or credited as fully paid.

CHANGE IN BOARD LOT SIZE

The Board proposes to change the board lot size for trading from 100,000 Existing Shares to 20,000 Consolidated Shares upon the Share Consolidation becoming effective. Based on the closing price of HK$0.095 per Existing Share as at the last trading day prior to the publication of this announcement, the value of each board lot of 20,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$9,500.

A circular containing, among other matters, further details of the Share Consolidation and the Change in Board Lot Size together with a notice to convene the EGM will be despatched to the Shareholders in compliance with the Listing Rules as soon as practicable.

PROPOSED SHARE CONSOLIDATION

The Board proposes that every five (5) Existing Shares of HK$0.10 each in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.50 each in the issued and unissued share capital of the Company. As at the date of this announcement, there are 1,112,616,000 Existing Shares of HK$0.10 each in issue which are fully paid or credited as fully paid. Assuming no further Existing Shares will be issued from the date of this announcement up to the date of the EGM, upon the Share

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Consolidation becoming effective, there will be 222,523,200 Consolidated Shares of HK$0.50 each in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain at HK$200,000,000 but will be divided into 400,000,000 Consolidated Shares of HK$0.50 each.

As at the date of this announcement, save for the Share Options granted under the share option scheme adopted by the Company entitling the holders thereof to subscribe for 32,830,414 Existing Shares (equivalent to 6,566,082 Consolidated Shares), there are no outstanding options, warrants or securities convertible or exchangeable into Existing Shares.

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of the necessary ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

The Share Consolidation will become effective after the conditions of the Share Consolidation above are fulfilled.

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective. All necessary arrangements will be made for the Consolidated Shares to be admitted into the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited. The Share Consolidation will be conducted in accordance with the provisions in the articles of association of the Company.

STATUS OF THE CONSOLIDATED SHARES

The Consolidated Shares will rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders. Fractional Consolidated Shares will not be issued by the Company to Shareholders. Any fractional entitlement to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company. Further details regarding the parallel trading arrangements (including the odd lots matching services, if any) will be set out in the circular containing the notice of EGM relating to the Share Consolidation. The Company will bear the costs relating to the matching of sale and purchase of odd lots of the Consolidated Shares.

CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Existing Shares are traded in board lots of 100,000. Following the Share Consolidation, it is proposed that the Consolidated Shares will be traded in board lots of 20,000. Based on the closing price of HK$0.095 per Existing Share as at the last trading day prior to the publication of this announcement, the value of each board lot of 20,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$9,500.

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REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

Under Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Existing Shares, the Board proposes to implement the Share Consolidation and the Change in Board Lot Size in order to comply with the trading requirements of the Listing Rules. Save for the necessary professional expenses and printing charges for the implementation of the Share Consolidation and the Change in Board Lot Size, the implementation of the Share Consolidation and the Change in Board Lot Size will not alter the underlying assets, business operation, management or financial position of the Company and the interests and rights of the Shareholders. Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are beneficial to and in the interests of the Company and the Shareholders as a whole.

ADJUSTMENTS IN RELATION TO THE SHARE OPTIONS

As the period for the exercise of the Share Options will be lapsed on 11 September 2016 pursuant to the terms of the grant of relevant Share Options, which falls before the effective date of the Share Consolidation as set out in the expectable timetable of this announcement, i.e. 23 September 2016. Under these circumstances, no adjustments to the subscription price and the number of Consolidated Shares to be issued under the Share Options will require to be made. However, in any event, if the expected timetable sets out in this announcement is revised and such adjustments requires to be made, the Company will instruct its auditors to review and certify the basis of such adjustments as soon as possible. Further announcement will be made by the Company in respect of such adjustment.

EXCHANGE OF CERTIFICATES FOR CONSOLIDATED SHARES

Subject to the Share Consolidation becoming effective, which is currently expected to be 23 September 2016, being the business day immediately after the date of the EGM, Shareholders may on or after 23 September 2016 and until 4:30 p.m. on 1 November 2016 (both days inclusive), submit their existing share certificates in grey colour for the Existing Shares to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for exchange for share certificates in yellow colour for the Consolidated Shares at the expense of the Company. It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 business days after the submission of the existing share certificates to the branch share registrar of the Company for exchange. Thereafter, a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Company’s branch share registrar for each share certificate for the Consolidated Shares issued or each share certificate for the Existing Shares submitted for cancellation.

With effect from 31 October 2016, trading will only be in Consolidated Shares which share certificates will be issued in yellow colour. The Consolidated Shares are to be consolidated on the basis of five (5) Existing Shares to one (1) Consolidated Share. Existing share certificates in grey colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

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EXPECTED TIMETABLE

The expected timetable of the proposed Share Consolidation and Change in Board Lot Size is as follows:

2016

Despatch date of circular with notice of the EGM . . . . . . . . . . . . . . . . . . . . . on or before Monday, 29 August Latest time for lodging forms of proxy for the EGM. . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 20 September Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 22 September Announcement of voting results of the EGM. . . . . . . . . . . . . . . . . . . . . . . . Thursday, 22 September The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this announcement. Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 September Dealing in the Consolidated Shares commences. . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 23 September Original counter for trading in the Existing Shares in board lots of 100,000 Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . 9:00 a.m. on Friday, 23 September Temporary counter for trading in the Consolidated Shares in board lots of 20,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 23 September First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . Friday, 23 September Original counter for trading in the Consolidated Shares in board lots of 20,000 Consolidated Shares (in the form of new share certificates for the Consolidation Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 7 October Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 7 October

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2016

Designed broker starts to stand in the market to provide matching services

for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 7 October

Temporary counter for trading in

the Consolidated Shares in

board lots of 20,000 Consolidated Shares

(in the form of existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 28 October

Parallel trading in the Consolidated Shares

(in the form of new share certificates for the Consolidation Shares and

existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 28 October

Designated broker ceases to stand in

the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 28 October

Last day for free exchange of existing share certificates for new share certificates for

the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 1 November

Note: All times refer to Hong Kong local times and dates in this announcement.

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

GENERAL

EGM will be convened and held for the Shareholders to consider and if, thought fit, approve the Share Consolidation. A circular containing, among other matters, further details of the Share Consolidation and the Change in Board Lot Size together with a notice to convene the EGM will be despatched to the Shareholders in compliance with the Listing Rules as soon as practicable. To the best of the Directors’ knowledge, no Shareholders have a material interest in the Share Consolidation and are required to abstain from voting at the EGM.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are in doubt about any of the above matters.

Shareholders and potential investors should be aware of and take note that the Share Consolidation is conditional upon satisfaction of the conditions precedent set out in this announcement, and therefore may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

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DEFINITIONS

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

• ‘‘Board’’ the board of Directors ‘‘Change in Board the proposed change in board lot size of the shares of the Lot Size’’ Company for trading on the Stock Exchange from 100,000 Existing Shares to 20,000 Consolidated Shares after the Share Consolidation becoming effective

• ‘‘Company’’ China New Economy Fund Limited, an exempted company incorporated in the Cayman Islands with limited liability (stock code: 80), the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Consolidated Share(s)’’ consolidated ordinary share(s) of HK$0.50 each in the issued and unissued share capital of the Company upon the Share Consolidation becoming effective

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

• ‘‘EGM’’ the extraordinary general meeting of the Company to be held to consider the ordinary resolution to be proposed to approve the Share Consolidation

• ‘‘Existing Share(s)’’ share(s) currently having a par value of HK$0.10 each in the share capital of the Company before the implementation of the Share Consolidation

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

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

• ‘‘Share Consolidation’’ the proposed consolidation of every five (5) Existing Shares of HK$0.10 each in the issued and unissued share capital of the Company into one (1) Consolidated Share of HK$0.50 each in the issued and unissued share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Existing Share(s) or as the context may require, the Consolidated Share(s) from time to time

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‘‘Share Option(s)’’

share option(s) granted under the share option scheme of the Company adopted on 1 June 2015

‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

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

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 12 August 2016

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. PUN Tit Shan and Mr. Faris Ibrahim Taha AYOUB as independent non-executive Directors.

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