WH Group Limited — Capital/Financing Update 2013

Sep 27, 2013

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 Gamma Group Limited 中 國 伽 瑪 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

(1) COMPLETION OF THE SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE BY WAY OF CAPITALISATION OF LOAN;

AND

(2) ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE NOTE

The Board is pleased to announce that all conditions precedent set out in the Subscription Agreement have been fulfilled and completion of the Subscription took place on 27 September 2013. On the same day, the Company has issued and allotted 500,000,000 Subscription Shares (representing approximately 11.63% of the issued share capital of the Company as at the date of this announcement) at the Subscription Price HK$0.10 per Subscription Share to the Subscriber pursuant to the Subscription Agreement.

The Company also announces that the conversion price of the Convertible Note has been adjusted from HK$0.2422 per Share to HK$0.2158 per Share as a result of the Subscription.

Reference is made to the announcement of China Gamma Group Limited (the “ Company ”) dated 19 September 2013 in relation to the subscription of new Shares under general mandate by way of capitalisation of loan (the “ Announcement ”). Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all conditions precedent set out in the Subscription Agreement have been fulfilled and completion of the Subscription took place on 27 September 2013. On the same day, the Company has issued and allotted 500,000,000 Subscription Shares (representing approximately 11.63% of the issued share capital of the Company as at the date of this announcement) at the Subscription Price HK$0.10 per Subscription Share to the Subscriber pursuant to the Subscription Agreement. The Consideration of HK$50,000,000 was settled by way of capitalisation of the Relevant Loan.

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SHAREHOLDING STRUCTURE

The shareholding structure of the Company (a) immediately before completion of the Subscription; and (b) immediately after completion of the Subscription are as follows:

Mr. Chan How Chung, Victor (Note) The Subscriber and Mr. Li Other public Shareholders Total	Immediately before completion of the Subscription Immediately after completion of the Subscription Number of Shares Approximate % of shareholding Number of Shares Approximate % of shareholding 918,147,585 24.17 918,147,585 21.36 100,000,000 2.63 600,000,000 13.96 2,780,533,905 73.20 2,780,533,905 64.68
	3,798,681,490 100.00 4,298,681,490 100.00

Note:

Mr. Chan How Chung, Victor (“ Mr. Chan ”) has a personal interest in 157,550,000 Shares, and is taken to be interested in (i) 665,097,585 Shares held by Mega Market Assets Limited (“ Mega Market ”); and (ii) 95,500,000 Shares held by Kingly Profits Corporation. Both Mega Market and Kingly Profits Corporation are beneficially wholly-owned by Mr. Chan. Mega Market is also interested in 433,526,011 underlying shares of the Company derived from the convertible note (“ Convertible Note ”) in the principal amount of HK$105,000,000 issued by the Company at the current conversion price of HK$0.2422 per Share immediately before completion of the Subscription. As a result of the Subscription, the conversion price under the Convertible Note has been adjusted from HK$0.2422 per Share to HK$0.2158 per Share. Accordingly, Mega Market is interested in 486,561,631 underlying shares of the Company derived from the Convertible Note immediately after completion of the Subscription. Details of the adjustment to conversion price of the Convertible Note are set out below in this announcement.

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ADJUSTMENT TO CONVERSION PRICE OF THE CONVERTIBLE NOTE

Reference is made to the announcements of the Company dated 3 May 2011 and 5 July 2011 respectively, and the circular of the Company dated 16 June 2011 in relation to, among other things, the Convertible Note which has been issued on 17 October 2011 by the Company to Mega Market Assets Limited with principal amount of HK$105,000,000 with a term of 3 years. Reference is also made to the announcement of the Company dated 21 March 2013, among other things, in relation to the adjustment to the conversion price of the Convertible Note from HK$0.27 per Share to HK$0.2422 per Share.

As at the date of this announcement, the total number of issued Shares of the Company immediately after completion of the Subscription is 4,298,681,490 Shares, and none of the Convertible Note has been converted into Shares. As a result of the Subscription, pursuant to the terms and conditions of the Convertible Note, the conversion price of the Convertible Note has been adjusted from HK$0.2422 per Share to HK$0.2158 per Share (the “ Adjusted Conversion Price” ). Based on the outstanding principal amount of the Convertible Note (HK$105,000,000) as at the date of this announcement, the number of Shares to be issued and allotted upon full conversion of the Convertible Note at the Adjusted Conversion Price will increase by 53,035,620 Shares and result in 486,561,631 Shares (representing approximately 11.32% of the issued share capital of the Company as at the date of this announcement, and approximately 10.17% of the issued share capital of the Company as enlarged by the Shares to be issued upon the said full conversion). The aforesaid adjustment has been effective from 27 September 2013. The above adjustment has been reviewed and confirmed by the auditor of the Company.

By order of the Board

China Gamma Group Limited Wong King Shiu, Daniel Executive Director

Hong Kong, 27 September 2013

As at the date of this announcement, the executive director of the Company is Mr. Wong King Shiu, Daniel; the non-executive directors of the Company are Mr. Ma Kwok Hung, Warren and Mr. Chow Siu Ngor; and the independent non-executive directors of the Company are Mr. Wong Hoi Kuen, Mr. Chan Chi Yuen and Mr. Hung Hing Man.

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