WH Group Limited — Capital/Financing Update 2013

Mar 21, 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 PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES;

AND

(2) ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE NOTE

The Board is pleased to announce that completion of the Placing took place on 18 March 2013, and as all conditions precedent to completion of the Top-up Subscription Agreement had been fulfilled, completion of the Top-up Subscription took place on 21 March 2013.

Pursuant to the terms and conditions of the Placing Agreement and Top-up Subscription Agreement, (i) an aggregate of 420,000,000 Placing Shares were placed to the Placees at the Placing Price of HK$0.097 per Placing Share, and (ii) 420,000,000 Top-up Subscription Shares (representing approximately 11.06% of the issued share capital of the Company as at the date of this announcement) were allotted and issued at the Top-up Subscription Price of HK$0.097 per Top-up Subscription Share.

The Company also announces that the conversion price of the Convertible Note has been adjusted from HK$0.27 per Share to HK$0.2422 per Share as a result of the Placing and the Top-up Subscription.

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Reference is made to the announcement of the Company dated 13 March 2013 (the “ Announcement ”) in relation to, among other things, the Placing Agreement and the Top-up Subscription Agreement. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated.

COMPLETION OF THE PLACING AND THE TOP-UP SUBSCRIPTION

The Board is pleased to announce that completion of the Placing took place on 18 March 2013, and an aggregate of 420,000,000 Placing Shares were placed to not less than six Placees at the Placing Price of HK$0.097 per Placing Share. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placees are institutional or other professional investors and who (and whose ultimate beneficial owners) are (i) third parties independent of and not connected with the Company and its connected persons; and (ii) none of the Placees have become substantial shareholders (as defined in the Listing Rules) of the Company immediately after the completion of the Placing.

As all conditions precedent to completion of the Top-up Subscription Agreement had been fulfilled, completion of the Top-up Subscription took place on 21 March 2013 and 420,000,000 Top-up Subscription Shares, representing approximately 11.06% of the issued share capital of the Company as at the date of this announcement, were allotted and issued to the Vendor at the Top-up Subscription Price of HK$0.097 per Top-up Subscription Share on 21 March 2013.

The net price per Top-up Subscription Share is approximately HK$0.0952 and the net proceeds of the Top-up Subscription are approximately HK$40,000,000. Such net proceeds are intended to be used as general working capital of the Group.

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SHAREHOLDING STRUCTURE

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

Mr. Chan and the Vendor (Note) The Placees Other public Shareholders Total	Immediately before completion of the Placing and the Top-up Subscription Immediately after completion of the Placing and the Top-Up Subscription Number of Shares Approximate % of shareholding Number of Shares Approximate % of shareholding 918,147,585 27.17 918,147,585 24.17 - - 420,000,000 11.06 2,460,533,905 72.83 2,460,533,905 64.77
	3,378,681,490 100.00 3,798,681,490 100.00

Note:

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 the Vendor; and (ii) 95,500,000 Shares held by Kingly Profits Corporation. Both the Vendor and Kingly Profits Corporation are beneficially wholly-owned by Mr. Chan. The Vendor was also interested in 388,888,888 underlying shares of the Company derived from the convertible note in the principal amount of HK$105,000,000 issued by the Company at an initial conversion price of HK$0.27 per Share immediately before completion of the Placing and Top-up Subscription. As a result of the Placing and Top-up Subscription, the conversion price of the convertible note has been adjusted from HK$0.27 to HK$0.2422 per Share. Accordingly, the Vendor is interested in 433,526,011 underlying shares of the Company derived from the convertible note immediately after completion of the Placing and Top-up 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 CONVERTIBLE 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 by the Company on 17 October 2011 to Mega Market Assets Limited with principal amount of HK$105,000,000 in a term of 3 years (the “ Convertible Note ”).

As a result of the Placing and Top-up Subscription, pursuant to the terms and conditions of the Convertible Note, the conversion price of the Convertible Note has been adjusted from HK$0.27 per Share to HK$0.2422 per Share. 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 after adjustment to the conversion price shall be 433,526,011 Shares (representing approximately 11.41% of the issued share capital of the Company as at the date of this announcement, and approximately 10.24% 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 21 March 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, 21 March 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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