Greentech Technology International Limited — Capital/Financing Update 2015

Apr 21, 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.

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

(1) ADJUSTMENT TO CONVERSION PRICE OF

CONVERTIBLE BONDS

(2) ADDITIONAL ADJUSTMENT EVENTS IN RELATION TO CONVERSION PRICE OF

CONVERTIBLE BONDS AND SPECIFIC MANDATE FOR ISSUANCE OF SHARES UPON CONVERSION OF CONVERTIBLE BONDS (3) SUSPENSION OF TRADING

Reference is made to the announcement of L’sea Resources International Holdings Limited (the ‘‘Company’’) dated 4 March 2011 regarding, among others, the issuing of Convertible Bonds in the principal amount of HK$773,500,000 (the ‘‘CB Announcement’’) and the circular of the Company dated 31 December 2010 in relation to, among others, the Convertible Bonds (the ‘‘Previous Circular’’). Unless the context otherwise requires, capitalised terms and expressions used herein shall have the same meanings as those used in the CB Announcement and the Previous Circular.

(1) ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS

As disclosed in the announcement of the Company dated 22 February 2013, an aggregate of 2,250,000,000 new Shares were issued by the Company on 22 February 2013 upon the completion of a placing of new Shares and issue of new Shares by way of loan capitalization under specific mandate (the ‘‘Issue’’). Pursuant to the terms and conditions of the Convertible Bonds, as the new Shares were issued at a discount to the market price of the Share, the conversion price for the Convertible Bonds shall be adjusted from HK$1.47 per Share (the ‘‘Original Conversion Price’’) to HK$1.211 per Share (the ‘‘New Conversion Price’’) which will become effective retrospectively from 22 February 2013, being the date of completion of the Issue, subject to approval of the shareholders of the Company at the extraordinary general meeting to be convened by the Company and the listing committee of The Stock Exchange of Hong Kong Limited granting the approval for the listing of and permission to deal

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in the Conversion Shares as disclosed in the paragraph headed ‘‘Additional Adjustment Events in relation to conversion price and specific mandate for issuance of shares upon conversion of convertible bonds’’. All other terms of the Convertible Bonds remain unchanged.

The auditor of the Company has issued a report of factual findings addressed to the Board on agreedupon procedures performed, in accordance with the Hong Kong Related Services 4400 ‘‘Engagements to Perform Agreed-Upon Procedures Regarding Financial Information’’, on the computation of the adjustments to the Original Conversion Price, stating that the computation of the New Conversion Price is mathematically accurate and the formula used to derive the New Conversion Price is in agreement with the formula as set out in the relevant provision of the terms and conditions of the Convertible Bonds.

As at the date of this announcement, there are still outstanding Convertible Bonds with a principal amount of HK$176,400,000 and the total number of Shares in issue is 5,130,000,000. Subject to the approval of the Shareholders at the extraordinary general meeting to be convened by the Company and upon the New Conversion Price becoming effective, the maximum number of Shares to be issued by the Company upon full conversion of the outstanding Convertible Bonds will be as follows:

			Maximum	Approximate		Maximum	Approximate
			number of	percentage of		number of	percentage of
			Shares to be	issued share		Shares to be	issued share
			issued based on	capital as at	New	issued based on	capital as at
			the Original	the date of this	Conversion	the New	the date of this
Original	Conversion	Price	Conversion Price	announcement	Price	Conversion Price	announcement
HK$1.47			120,000,000	2.34%	HK$1.211	145,664,739	2.84%

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The shareholding in the Company (a) as at the date of this announcement (b) immediately after full conversion of the Convertible Bonds at the Original Conversion Price and (c) immediately after full conversion of the Convertible Bonds at the New Conversion Price (assuming no further Shares will be issued or repurchased from the date of this announcement to the date upon which the Convertible Bonds are fully converted) are as follows:

Xie Haiyu Munsun Umbrella Trust- Munsun Stable Growth Fund (of which TMF (Cayman) Ltd. acts as Trustee) Munsun Global Mining Investment Fund II LP Wang Jianhu Munsun Global Mining Investment Fund LP Munsun China Opportunity Investment Fund Other Shareholders Holder(s) of the Convertible Bonds Total issued Shares	As at the date of this announcement No. of Shares Approx. % 994,610,000 19.39 851,390,000 16.60 639,180,000 12.46 313,900,000 6.12 32,390,000 0.63 7,140,000 0.14 2,291,390,000 44.66 Nil N/A 5,130,000,000 100	Immediately upon full conversion of the Convertible Bonds at the Original Conversion Price No. of Shares Approx. % 994,610,000 18.94 851,390,000 16.22 639,180,000 12.17 313,900,000 5.98 32,390,000 0.62 7,140,000 0.14 2,291,390,000 43.64 120,000,000 2.29 5,250,000,000 100	Immediately upon full conversion of the Convertible Bonds at the New Conversion Price No. of Shares Approx. % 994,610,000 18.85 851,390,000 16.14 639,180,000 12.12 313,900,000 5.95 32,390,000 0.61 7,140,000 0.14 2,291,390,000 43.43 145,664,739 2.76 5,275,664,739 100	Immediately upon full conversion of the Convertible Bonds at the New Conversion Price No. of Shares Approx. % 994,610,000 18.85 851,390,000 16.14 639,180,000 12.12 313,900,000 5.95 32,390,000 0.61 7,140,000 0.14 2,291,390,000 43.43 145,664,739 2.76 5,275,664,739 100
				100

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(2) ADDITIONAL ADJUSTMENT EVENTS IN RELATION TO CONVERSION PRICE AND SPECIFIC MANDATE FOR ISSUANCE OF SHARES UPON CONVERSION OF CONVERTIBLE BONDS

It has recently come to the Company’s attention that pursuant to the terms and conditions of the Convertible Bonds, apart from the events disclosed on page 23 of the Previous Circular, each of the following events may also trigger an adjustment of the conversion price of the Convertible Bonds in the manner set out in the terms and conditions of the Convertible Bonds (the ‘‘Additional Adjustment Events’’):

• (a) capital distribution (including distributions in cash or specie) to shareholders or the grant of rights to shareholders to acquire for cash assets of the Company or any of its subsidiaries;

• (b) the grant of options, warrants or other rights to subscribe for new shares at a price which is less than the market price of the share;

• (c) (i) an issue by the Company wholly for cash of any securities which by their terms are convertible into or exchange for or carry rights of subscription for new shares, and the total effective consideration per share initially receivable for such securities is less the market price of the share; and (ii) any modification of the rights of conversion or exchange or subscription attached to any such securities as are mentioned in (i) above so that the total effective consideration per share initially receivable for such securities shall be less than the market price of the share;

• (d) an issue by the Company of any share wholly for cash at a price per share which is less than the market price of the share;

• (e) an issue by the Company of any share for the acquisition of asset at a total effective consideration per share which is less than the market price of the share;

• (f) scrip dividend;

• (g) an issue by the Company of any share or any convertible securities at a total effective consideration per share (as determined in the same manner for determining the effective consideration for the purpose of (c) and (e)) which is lower than the conversion price of the Convertible Bonds as adjusted from time to time; and

• (h) a change of control of the Company (For this purpose, ‘‘control’’ means the acquisition or control of more than 50% of the voting rights of the Company or the rights to appoint and/or remove all or the majority of the directors of the Company, whether directly or indirectly and whether by obtaining ownership of shares, possession of the voting rights, contract or otherwise).

Although the issuance of the Convertible Bonds has been approved by the shareholders at the extraordinary general meeting of the Company held on 19 January 2011, in view of the fact that the Additional Adjustment Events have not been specifically disclosed in the Previous Circular and for the purpose of avoidance of any doubt, the directors of the Company consider it desirable to convene an

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extraordinary general meeting and to seek shareholders’ specific approval for (i) the provisions for or in relation to the Additional Adjustment Events as contained in the terms and conditions of the Convertible Bonds and the granting of the authority to the Board to make adjustment to the conversion price of the Convertible Bonds in accordance with the terms and conditions of the Convertible Bonds (including without limitation to adjust the conversion price from the Original Conversion Price to the New Conversion Price with retrospective effect from 22 February 2013 as a result of the Issue which falls within the scope of (d) of the Additional Adjustment Events above and further adjust the conversion price from time to time as a result of any other Additional Adjustment Event) and (ii) the issuance of Shares upon conversion of the Convertible Bonds at the conversion price as adjusted from time to time in accordance with the terms and conditions of the Convertible Bonds (including without limitation the issuance of Shares at the New Conversion Price (being adjusted conversion price resulting from the Issue) or at any conversion price as may be further adjusted from time to time as a result of any other Additional Adjustment Event) (the ‘‘Specific Mandate’’).

The Company will apply to the listing committee of The Stock Exchange of Hong Kong Limited for the approval for the listing of, and permission to deal in, the Conversion Shares.

As at the date of this announcement, Munsun China Opportunity Investment Fund, Munsun Global Mining Investment Fund LP, Munsun Global Mining Investment Fund II LP and Munsun Umbrella Trust-Munsun Stable Growth Fund together own 1,530,100,000 Shares (representing approximately 29.83% of the issued share capital of the Company).

Each of Munsun China Opportunity Investment Fund, Munsun Global Mining Investment Fund LP, Munsun Global Mining Investment Fund II LP and Munsun Asset Management (Asia) Limited (as investment manager of the Munsun Umbrella Trust-Munsun Stable Growth Fund) has given an undertaking to the Company that each of them will cast, or instruct and direct such nominee(s) to cast, all the votes in respect of those of the aforesaid Shares beneficially owned by it (or in case of Munsun Asset Management (Asia) Limited, owned by Munsun Umbrella Trust - Munsun Stable Growth Fund), in favour of the resolutions proposed at the extraordinary general meeting of the Company for approving the Additional Adjustment Events and Specific Mandate.

As at the date of this announcement, Mr. Xie Haiyu owns 994,610,000 Shares (representing approximately 19.39% of the issued share capital of the Company). Mr. Xie has given an undertaking to the Company that he will cast, or instruct and direct such nominee(s) to cast, all the votes in respect of the aforesaid Shares in favour of the resolutions proposed at the extraordinary general meeting of the Company for approving the Additional Adjustment Events and Specific Mandate.

As at the date of this announcement, Mr. Wang Jianhu owns 313,900,000 Shares (representing approximately 6.12% of the issued share capital of the Company). Mr. Wang has given an undertaking to the Company that he will cast, or instruct and direct such nominee(s) to cast, all the votes in respect of the aforesaid Shares in favour of the resolutions proposed at the extraordinary general meeting of the Company for approving the Additional Adjustment Events and Specific Mandate.

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A circular containing details of the Additional Adjustment Events and the Specific Mandate and notice of the extraordinary general meeting is expected to be despatched to the shareholders of the Company as soon as practicable.

(3) SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 3:17 p.m. on 15 April 2015 and will remain suspended pending the release of an announcement pursuant to the Takeovers Code.

By order of the Board

L’sea Resources International Holdings Limited

NIE Dong

Executive Director and Chief Executive Officer

Hong Kong, 21 April 2015

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely, Mr. CHEUNG Wai Kuen, Mr. NIE Dong, Mr. WANG Chuanhu and Dr. SHI Simon Hao and three independent non-executive directors, namely, Mr. CHI Chi Hung, Kenneth, Mr. DENG Shichuan and Mr. James MUNN.

Website: http://www.lsea-resources.com

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