WH Group Limited — Capital/Financing Update 2014

Aug 18, 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)

ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE NOTE

Reference is made to (1) 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; (2) the announcements of the Company dated 21 March 2013 and 27 September 2013 in relation to, among other things, the adjustment to the conversion price of the Convertible Note to HK$0.2158 per Share; and (3) the announcement of the Company dated 13 July 2014 (the “ Announcement ”) and the prospectus which is expected to be dated and despatched on 19 August 2014 in relation to the proposed Rights Issue.

As at the date of this announcement, the total number of issued Shares of the Company is 4,397,681,490 Shares, and the Convertible Note has not been converted into Shares. Pursuant to the terms and conditions of the Convertible Note, assuming the Rights Issue will become unconditional, the conversion price of the Convertible Note would be adjusted from HK$0.2158 per Share (the “Existing Conversion Price ”) to HK$0.1439 per Share (the “ Adjusted Conversion Price ”) with effect from the date upon the Rights Shares shall be issued (the “ Adjustment ”). As disclosed in the Announcement, Mega Market has undertaken that it shall not exercise any of its conversion rights under the Convertible Note from 11 July 2014 up to and including the Settlement Date (such term as defined in the Announcement).

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The outstanding principal amount of the Convertible Note (HK$105,000,000) was convertible into 486,561,631 Shares based on the Existing Conversion Price. Immediately following the Adjustment, the number of Shares to be issued and allotted upon full conversion of the Convertible Note will increase by 243,111,753 Shares and result in 729,673,384 Shares based on the Adjusted Conversion Price (representing approximately 16.59% of the issued share capital of the Company as at the date of this announcement, and approximately 11.06% of the issued share capital of the Company as enlarged by the Rights Shares to be issued upon the completion of the Rights Issue). The Adjustment has been reviewed and confirmed by the auditor of the Company.

Shareholders and investors should have regard to the Adjustment when evaluating the Rights Issue.

Shareholders and investors should note that the Rights Issue is conditional upon the Underwriting Agreement being unconditional. If the conditions of the Rights Issue are not fulfilled or waived, including the termination of the Underwriting Agreement by the Underwriters, the Rights Issue will not proceed.

Shareholders and investors should exercise caution when dealing in Shares of the Company.

DEFINITIONS

Unless the context otherwise requires, terms used in this announcement shall have the following respective meanings:

“Board”	the board of Directors
“Company”	China Gamma Group Limited, a company incorporated in
	Bermuda with limited liability, the Shares of which are listed
	on the Main Board of the Stock Exchange
“Convertible Note”	the 3-year 1% unsecured convertible note in a principal
	amount of HK$105,000,000 issued by the Company to Mega
	Market on 17 October 2011
“Director(s)”	director(s) of the Company
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mega Market”	Mega Market Assets Limited, a company incorporated in the
	British Virgin Islands with limited liability, a substantial
	shareholder (as defined in the Listing Rules) of the Company,
	and the holder of the Convertible Note

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• “Rights Issue” the proposed rights issue of the Company at the subscription price of HK$0.068 per Rights Share on the basis of 1 Rights Share for every 2 existing Shares, details of which are disclosed in the announcement of the Company dated 13 July 2014

• “Rights Share(s)” the new Share(s) to be allotted and issued in respect of the Rights Issue

• “Share(s)” ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Underwriting Agreement” the underwriting agreement dated 11 July 2014 and entered into between the Company, Enlighten Securities Limited and CEPA Alliance Securities Limited in relation to the Rights Issue

• “United States” or “US”

• the United States of America (including its territories and dependencies, any state in the US and the District of Columbia)

• “US Person(s)”

• any person(s) or entity(ies) deemed to be a US Person for the purposes of Regulation S under the US Securities Act of 1933, as amended

• “%”

per cent.

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

Hong Kong, 18 August 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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