Fibocom Wireless Inc. — Capital/Financing Update 2009

Feb 11, 2009

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 content of this announcement.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 346)

ISSUE OF CONVERTIBLE NOTE AND RESUMPTION OF TRADING

Financial Adviser to the Company

On 9 February 2009, the Company and the Subscriber entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to issue and the Subscriber has conditionally agreed to subscribe for the Convertible Note with a principal amount of HK$100,000,000 at an initial conversion price of HK$1.25 per Conversion Share, subject to adjustment. Assuming full conversion of the Convertible Note, 80,000,000 Conversion Shares will be issued by the Company, representing (i) approximately 1.33% of the existing share capital of the Company; and (ii) approximately 1.31% of the share capital of the Company as enlarged by the issue of the Conversion Shares upon full conversion of the Convertible Note.

The Conversion Shares shall be issued under the General Mandate. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.

Trading in the Shares on the Stock Exchange was suspended at the request of the Company from 9:33 a.m. on 9 February 2009 pending the release of this announcement and an application has been made to the Stock Exchange for the resumption of trading in the Shares from 9:30 a.m. on 12 February 2009.

The Company noted that a typo error was made in the Suspension Announcement and would like to clarify that the trading in Shares was suspended pending the release of an announcement regarding the Subscription instead of an announcement in relation to the subscription of new shares of the Company as stated in the Suspension Announcement.

* for identification purpose only

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THE SUBSCRIPTION AGREEMENT

Date

9 February 2009

Parties

Issuer: the Company

• Subscriber: Mr. Chan Ping Che. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Subscriber and his associates are not connected persons of the Company and each of them is independent of the Company and its connected persons.

The Subscription

On 9 February 2009, the Company and the Subscriber entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to issue and the Subscriber has conditionally agreed to subscribe for the Convertible Note with a principal amount of HK$100,000,000 at an initial conversion price of HK$1.25 per Conversion Share, subject to adjustment.

Principal terms of the Convertible Note

• Principal amount: HK$100,000,000

• Interest rate: The prime rate as quoted by The Hongkong and Shanghai Banking Corporation Limited as adjusted from time to time, payable annually in arrears.

• Maturity date: The date falling one year after the date of issue of the Convertible Note.

• Conversion right: The holder of the Convertible Note shall have the right to convert the whole or part of the principal amount of the Convertible Note into Conversion Shares at any time during the conversion period.

• Conversion price: The initial conversion price of HK$1.25 per Conversion Share, subject to usual anti-dilution adjustments in certain events including share consolidation, share subdivision, capitalization issue, capital distribution, rights issue and open offer.

• The initial conversion price of HK$1.25 per Conversion Share represents:

• (i) a premium of approximately 76.1% over the closing price of HK$0.710 per Share as quoted on the Stock Exchange on the Last Trading Day;

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• (ii) a premium of approximately 76.6% over the average closing price of approximately HK$0.708 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and

• (iii) a premium of approximately 77.3% over the average closing price of approximately HK$0.705 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.

The initial conversion price of HK$1.25 was arrived at after arm’s length negotiation between the Company and the Subscriber with reference to the prevailing market price and the recent trading volume of the Shares and the business prospects of the Group. The Board considers that the initial conversion price is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Conversion period: Any time from the issue date of the Convertible Note up to and including the maturity date of the Convertible Note.

Redemption: The Company may redeem the Convertible Note in whole at 100% of the issue price of the Convertible Note on the maturity date.

• Conversion Shares: The maximum number of Conversion Shares to be issued upon full conversion of the Convertible Note will be 80,000,000 Conversion Shares, representing (i) approximately 1.33% of the existing share capital of the Company; and (ii) approximately 1.31% of the share capital of the Company as enlarged by the issue of the Conversion Shares upon full conversion of the Convertible Note.

The Conversion Shares shall be issued under the General Mandate. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares to be issued as a result of the exercise of the conversion rights attaching to the Convertible Note, which will rank pari passu in all respects with the then existing Shares save for any dividend or other distribution declared, made or paid by the Company by reference to a record date falling before the date of issue of the Conversion Shares.

Voting: The holder of the Convertible Note will not be entitled to attend or vote at any general meeting of the Company by reason only of his/her being the holder of the Convertible Note.

Transferability: The Convertible Note may be assigned or transferred in whole or in part to third parties (including connected persons of the Company), subject to written approval of the Company and the conditions, approvals, requirements and any other provisions under the Listing Rules and all applicable laws and regulations.

Listing: No application will be made for the listing of the Convertible Note on any stock exchange.

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Conditions Precedent

The completion of the Subscription Agreement shall be conditional upon the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Conversion Shares.

In the event that the above condition is not fulfilled on or before 28 February 2009 or such other date as may be agreed between the Company and the Subscriber, the Subscription Agreement shall cease and determine and the parties shall be released from all obligations and liabilities under it, save for any antecedent breaches of the provisions under the Subscription Agreement.

Completion of the Subscription Agreement shall take place on the business day following the date on which the above condition is fulfilled, or such other date as may be mutually agreed by the parties thereto.

REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

The Group is principally engaged in the sale and distribution of petroleum products and polyurethane materials in the PRC as well as oil and gas exploration, exploitation and operation in the Republic of Madagascar.

The net proceeds from the Subscription is estimated to be approximately HK$99,800,000, which will be used for general working capital purposes. The Directors consider that the Subscription shall provide additional working capital to the Group for further strengthening its financial position and cashflow without causing immediate dilution to the shareholding of the existing Shareholders. The capital base of the Company shall also be broadened upon the conversion of the Convertible Note.

The Directors consider that the terms of the Subscription Agreement, which were negotiated on an arm’s length basis and agreed on normal commercial terms between the parties involved, are fair and reasonable, and the Subscription is in the interest of the Company and the Shareholders as a whole.

GENERAL MANDATE

The Conversion Shares will be issued under the General Mandate, under which the Directors have been authorized by the Shareholders to allot and issue up to 1,140,492,730 Shares. Up to the date of this announcement, no new Share has been issued under the General Mandate. The Subscription and the issue of Conversion Shares are not subject to Shareholders’ approval. The Company will comply with the applicable Listing Rules in the event that the number of Conversion Shares exceed the maximum number of Shares issuable under the General Mandate of 1,140,492,730 Shares as a result of adjustment of the initial conversion price.

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CHANGE IN THE SHAREHOLDING STRUCTURE

Assuming that there is no change in the issued share capital of the Company prior to the conversion of the Convertible Note, the shareholding structures of the Company as at the date of this announcement and upon full conversion of the Conversion Note will be as follows:

Golden Nova Holdings Limited (Note) Wisdom On Holdings Limited (Note) Barta Holdings Limited (Note) Good Progress Group Limited (Note) Sukapeak Holdings Limited (Note) Right Up Holdings Limited (Note) Sub-total of shareholdings held by Dr. Hui Chi Ming and his associates The Subscriber Other public Shareholders Total	As at the date of this announcement No. of Shares % 2,318,256,666 38.49 213,770,000 3.55 98,810,000 1.64 138,888,889 2.31 760,416,666 12.63 320,000,000 5.31 3,850,142,221 63.93 — — 2,172,321,428 36.07 6,022,463,649 100.00	Upon full conversion of the Convertible Note No. of Shares % 2,318,256,666 37.99 213,770,000 3.50 98,810,000 1.62 138,888,889 2.28 760,416,666 12.46 320,000,000 5.24 3,850,142,221 63.09 80,000,000 1.31 2,172,321,428 35.60 6,102,463,649 100.00	Upon full conversion of the Convertible Note No. of Shares % 2,318,256,666 37.99 213,770,000 3.50 98,810,000 1.62 138,888,889 2.28 760,416,666 12.46 320,000,000 5.24 3,850,142,221 63.09 80,000,000 1.31 2,172,321,428 35.60 6,102,463,649 100.00
			63.09 1.31 35.60
			100.00

Note: These companies are wholly-owned by Dr. Hui Chi Ming, the Chairman of the Board, an executive Director and a controlling Shareholder.

As at the date of this announcement, the Company has 40,000,000 outstanding share options with an exercise price of HK$0.132 per Share. Save as disclosed above, the Company has no outstanding share options, warrants or other securities which carry rights to subscribe for or be converted into Shares.

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FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

Save as disclosed below, the Company has not conducted any fund raising activity in the twelve months immediately preceding the date of this announcement:

			Intended use
Date of			of proceeds as	Actual use of
announcement	Event	Net proceeds	announced	proceeds
22 April 2008	Subscription of	Approximately	Capital investment	The net proceeds
	35,720,000 Shares	HK$99,800,000	in relation to the	have been applied
	at a subscription		oil exploration	for capital
	price of HK$2.8		and exploitation	investment in
	per Share pursuant		business and the	relation to the
	to the general		general working	oil exploration
	mandate granted		capital of the	and exploitation
	by the Shareholders		Group	business and
	to the Directors at			general working
	the general meeting			capital
	held on 25 October
	2007

SUSPENSION AND RESUMPTION OF TRADING

Trading in the Shares on the Stock Exchange was suspended at the request of the Company from 9:33 a.m. on 9 February 2009 pending the release of this announcement and an application has been made to the Stock Exchange for the resumption of trading in the Shares from 9:30 a.m. on 12 February 2009.

CLARIFICATION

Reference is made to the Suspension Announcement. The Company noted that a typo error was made in the Suspension Announcement and would like to clarify that the trading in Shares was suspended pending the release of an announcement regarding the Subscription instead of an announcement in relation to the subscription of new shares of the Company as stated in the Suspension Announcement.

DEFINITIONS

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

“Board” the board of Directors “Company” Sino Union Petroleum & Chemical International Limited, a company incorporated in Bermuda with limited liability and the Shares of which are traded on the Stock Exchange

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“connected persons”	has the meaning ascribed to it under the Listing Rules
“Conversion Shares”	the Shares to be issued upon the exercise of the conversion rights
	attaching to the Convertible Note
“Convertible Note”	the convertible note in the principal amount of HK$100,000,000 to be
	issued by the Company to the Subscriber pursuant to the Subscription
	Agreement
“Directors”	the directors of the Company
“General Mandate”	the general mandate that was granted by the Shareholders to the
	Directors at the annual general meeting of the Company held on 25
	September 2008 to allot, issue and deal with up to 1,140,492,730
	Shares, being the limit of 20% of the Shares in issue as at the date of
	the passing of the resolution
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Last Trading Day”	6 February 2009, being the last trading day for the Shares prior to the
	date of this announcement
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock Exchange
“Share(s)”	ordinary share(s) of HK$0.02 each in the share capital of the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscriber”	Mr. Chan Ping Che, a third party independent of the Company and its
	connected persons
“Subscription”	the subscription of the Convertible Note by the Subscriber pursuant to
	the terms of the Subscription Agreement
“Subscription Agreement”	the subscription agreement dated 9 February 2009 entered into between
	the Company and the Subscriber in respect of the Subscription

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“Suspension Announcement” the announcement of the Company dated 9 February 2009 in relation to suspension of trading of the Shares

“%”

per cent

By Order of the Board Sino Union Petroleum & Chemical International Limited Chui Say Hoe Executive Director

Hong Kong, 11 February 2009

As at the date of this announcement, the Board comprises:

Executive Directors

Dr. Wang Tao

Dr. Hui Chi Ming

Non-executive Directors

Dr. Fok Chun Wan, Ian

Mr. Chow Charn Ki, Kenneth

Mr. Cheung Shing

Dr. Chui Say Hoe

Dr. Ching Men Ky, Carl

Mr. Cui Yeng Xu

Independent Non-executive Directors

Dr. Yu Sun Say

Mr. Ng Wing Ka Mr. Edmund Siu

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