WH Group Limited — Capital/Financing Update 2014

Sep 10, 2014

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.

This announcement appears for information purpose only and does not constitute an invitation or offer to sell, dispose, acquire, purchase or subscribe for any securities of the Company and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons who come into possession of this announcement should acquaint themselves with and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an invitation or offer of securities for sale in the United States and neither this announcement nor any copy thereof may be released or distributed in the United States or any other jurisdiction where such release might be unlawful or to any US Persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933 of the United States, as amended.

China Gamma Group Limited 中國伽瑪集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

RESULTS OF RIGHTS ISSUE OF 2,198,840,745 RIGHTS SHARES AT THE SUBSCRIPTION PRICE OF HK$0.068 PER RIGHTS SHARE ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING SHARES HELD ON THE RECORD DATE

Joint Underwriters to the Rights Issue

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E N L I G H T E N

ENLIGHTEN SECURITIES LIMITED

CEPA ALLIANCE SECURITIES LIMITED

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The Board is pleased to announce that as at 4:00 p.m. on Thursday, 4 September 2014, being the latest time for acceptance of and payment for the Rights Shares and for application and payment for the excess Rights Shares, a total of 5,031 valid acceptances and applications had been received for a total of 45,838,960,985 Rights Shares, which comprise: (i) 1,577 valid acceptances of provisional allotments of a total of 2,135,166,351 Rights Shares, representing approximately 97.10% of the total number of Rights Shares; and (ii) 3,454 valid excess applications for a total of 43,703,794,634 Rights Shares, representing approximately 19.88 times of the total number of Rights Shares. In aggregate, they represented approximately 20.85 times of the total number of 2,198,840,745 Rights Shares available under the Rights Issue. Based on the number of valid acceptances referred to above, only 63,674,394 Rights Shares, representing approximately 2.90% of the total number of Rights Shares, will be available for excess applications.

Based on the above, as the Rights Issue was over-subscribed and the obligations of the Underwriters under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged, all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement became unconditional at 4:00 p.m. on Thursday, 4 September 2014. The Rights Issue became unconditional at 4:00 p.m. on Thursday, 4 September 2014.

Share certificates for the Rights Shares, in their fully-paid form, and the refund cheques in respect of the partially unsuccessful applications for the excess Rights Shares, will be despatched by ordinary post to those entitled thereto, at their own risk, on Thursday, 11 September 2014.

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on Friday, 12 September 2014.

Reference is made to the prospectus of China Gamma Group Limited (the “ Company ”) dated 19 August 2014 (the “ Prospectus ”) and the announcement of the Company dated 13 July 2014 in respect of the Rights Issue. Reference is also made to the announcement of the Company dated 18 August 2014 in respect of the adjustment to conversion price of the Convertible Note. Capitalised terms used herein shall have the respective same meanings as those defined in the Prospectus unless otherwise stated.

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RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Thursday, 4 September 2014, being the latest time for acceptance of and payment for the Rights Shares and for application and payment for the excess Rights Shares, a total of 5,031 valid acceptances and applications had been received for a total of 45,838,960,985 Rights Shares, which comprise: (i) 1,577 valid acceptances of provisional allotments of a total of 2,135,166,351 Rights Shares, representing approximately 97.10% of the total number of Rights Shares; and (ii) 3,454 valid excess applications for a total of 43,703,794,634 Rights Shares, representing approximately 19.88 times of the total number of Rights Shares. In aggregate, they represented approximately 20.85 times of the total number of 2,198,840,745 Rights Shares available under the Rights Issue. Based on the number of valid acceptances referred to above, only 63,674,394 Rights Shares, representing approximately 2.90% of the total number of Rights Shares, will be available for excess applications.

Pursuant to the Underwriting Agreement, (i) VC, Mega Market and Kingly Profits have accepted and subscribed for, or has procured the acceptance and subscription by his/its associates or nominees (including the CCASS participant(s) holding any VC IU Shares on his/its behalf) of, 459,073,792 Rights Shares under the PAL; and (ii) Mr. Li and Hondex have accepted and subscribed for, or has procured the acceptance and subscription by his/its associates or nominees (including the CCASS participant(s) holding any Mr. Li IU Shares on his/its behalf) of, 300,000,000 Rights Shares under the PAL. VC has applied for 100,000,000 excess Rights Shares. Save as disclosed above, no other IU Shareholders have applied for excess Rights Shares under the Rights Issue.

Based on the above, as the Rights Issue was over-subscribed and the obligations of the Underwriters under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged, all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement became unconditional at 4:00 p.m. on Thursday, 4 September 2014. The Rights Issue became unconditional at 4:00 p.m. on Thursday, 4 September 2014.

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SHAREHOLDINGS IN THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Rights Issue is as follows:

VC (Note 1) Mr. Li (Note 2) The Directors (Note 3) The Underwriters (Note 4) Public Shareholders Total Notes:	Immediately before completion of the Rights Issue Number of Shares Approximate % of the total issued Shares 1,027,697,585 23.37 600,000,000 13.64 6,700,000 0.15 – – 2,763,283,905 62.84 4,397,681,490 100.00	Immediately after completion of the Rights Issue Number of Shares Approximate % of the total issued Shares 1,549,558,877 23.49 (plus the number of excess Rights Shares allocated) 900,000,000 13.64 10,050,000 0.15 (plus the number of excess Rights Shares allocated) – – 4,136,913,358 62.72 6,596,522,235 100.00	Immediately after completion of the Rights Issue Number of Shares Approximate % of the total issued Shares 1,549,558,877 23.49 (plus the number of excess Rights Shares allocated) 900,000,000 13.64 10,050,000 0.15 (plus the number of excess Rights Shares allocated) – – 4,136,913,358 62.72 6,596,522,235 100.00
			100.00

• (1) Immediately before the completion of the Rights Issue, VC had a personal interest in 267,100,000 Shares, and is taken to be interested in (i) 665,097,585 Shares and 729,673,384 underlying Shares of the Company held by Mega Market; and (ii) 95,500,000 Shares held by Kingly Profits. Immediately after the completion of the Rights Issue, VC had a personal interest in 408,662,500 Shares, and is taken to be interested in (i) 997,646,377 Shares and 729,673,384 underlying Shares of the Company held by Mega Market; and (ii) 143,250,000 Shares held by Kingly Profits. Kingly Profits is wholly owned by Smart Ease Corporation, which in turn, is wholly owned by VC.

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VC has applied for 100,000,000 excess Rights Shares. Based on the allocation of excess Rights Shares on a pro-rata basis as disclosed below, approximately 145,690 excess Rights Shares will be allocated to VC.

Mega Market is beneficially wholly owned by VC. As disclosed in the announcement of the Company dated 18 August 2014, as a result of the Rights Issue, the conversion price of the outstanding Convertible Note has been adjusted in accordance with the terms and conditions of the Convertible Note from HK$0.2158 to HK$0.1439 per Share. After such adjustment and immediately after the completion of the Rights Issue, Mega Market is interested in 729,673,384 underlying Shares of the Company derived from the Convertible Note.

• (2) Immediately before the completion of the Rights Issue, Mr. Li had a personal interest in 100,000,000 Shares, and is taken to be interested in 500,000,000 Shares held by Hondex. Immediately after the completion of the Rights Issue, Mr. Li has a personal interest in 150,000,000 Shares, and is taken to be interested in 750,000,000 Shares held by Hondex. Hondex is wholly owned by Mr. Li.

• (3) This represents the aggregate shareholding of the Directors.

Mr. Wong King Shiu, Daniel has applied for 1,400,000 excess Rights Shares. Based on the allocation of excess Rights Shares on a pro-rata basis as disclosed below, approximately 2,040 excess Rights Shares will be allocated to Mr. Wong. Save as disclosed herein, no other Directors applied for excess Rights Shares under the Rights Issue.

• (4) Pursuant to the Underwriters’ underwriting obligations pursuant to the Underwriting Agreement.

EXCESS RIGHTS SHARES

3,454 valid applications were received in respect of a total of 43,703,794,634 excess Rights Shares. Based on the number of valid acceptances referred to above, only 63,674,394 Rights Shares will be available for excess applications. Accordingly, the Board has resolved to allocate the 63,674,394 excess Rights Shares on a pro-rata basis to those Qualifying Shareholders who applied for excess Rights Shares with reference to the number of excess Rights Shares applied for by them. Due to insufficient number of Rights Shares available for allocation, no preference has been given to topping-up odd lots to whole board lots.

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The allotment results in respect of the excess Rights Shares are as follows:

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Approximate
percentage of
allocation based
on the total
number of
Total number excess Rights
Number of of excess Total number of Shares applied
Number of excess valid excess Rights Shares Rights Shares for in the
Rights Shares applied for applications applied for allotted category Basis of allotment
1 to 15,000,000,000 3,453 17,102,117,391 24,918,992 0.14571% Allot 0.14571% of the excess
Rights Shares applied for
(rounded to the nearest
whole number)
26,601,677,243 1 26,601,677,243 38,755,402 0.14569% Allot approximately 0.14569%
of the excess Rights Shares
applied for
Total 3,454 43,703,794,634 63,674,394
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The Board is of the view that the above basis of allotment is fair and reasonable to the Qualifying Shareholders who applied for excess Rights Shares under the excess rights applications.

DESPATCH OF SHARE CERTIFICATES FOR RIGHTS SHARES AND COMMENCEMENT OF DEALINGS OF RIGHTS SHARES IN FULLYPAID FORM

It is expected that share certificates for the Rights Shares, in their fully-paid form, and the refund cheques in respect of the partially unsuccessful applications for the excess Rights Shares, will be despatched by ordinary post to those entitled thereto, at their own risk, on Thursday, 11 September 2014.

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Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on Friday, 12 September 2014.

By Order of the Board China Gamma Group Limited Wong King Shiu, Daniel Executive Director

Hong Kong, 10 September 2014

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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