WH Group Limited — Capital/Financing Update 2014

Aug 15, 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.

China Gamma Group Limited 中國伽瑪集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

RENEWAL OF PLACING AGREEMENT AND PLACING OF NOTES

This announcement is made pursuant to Rule 13.09 of the Listing Rules and Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the SFO. Reference is made to the announcement of the Company dated 20 August 2013 in relation to the proposed placing of placing notes in the principal amount of up to HK$300,000,000 on a best effort basis.

As the original placing period under the Original Placing Agreement will expire on 19 August 2014, on 15 August 2014, the Company and the Placing Agent entered into the Placing Agreement to renew the placing period for placing of the Placing Notes.

As of the date of this announcement, the Issued Notes in the aggregate principal amount of HK$20,000,000 have been issued by the Company under the Original Placing Agreement. In addition to the Issued Notes, the Company proposes to further issue the Placing Notes in the remaining principal amount of up to HK$280,000,000. Subject to and in accordance with the terms of the Placing Agreement, the Placing Agent proposes to act as a non-exclusive placing agent for the Company to procure, on a best effort basis, Placees for the Placing Notes.

Since the placing of the Placing Notes is not underwritten, there is no assurance that any further Placing Notes will be successfully placed. Shareholders and investors should exercise caution when dealing in the Shares of the Company.

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INTRODUCTION

This announcement is made pursuant to Rule 13.09 of the Listing Rules and Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the SFO. Reference is made to the announcement of the Company dated 20 August 2013 in relation to the proposed placing of placing notes in the principal amount of up to HK$300,000,000 on a best effort basis.

As the original placing period under the Original Placing Agreement will expire on 19 August 2014, on 15 August 2014, the Company and the Placing Agent entered into the Placing Agreement to renew the placing period for placing of the Placing Notes.

As of the date of this announcement, the Issued Notes in the aggregate principal amount of HK$20,000,000 have been issued by the Company under the Original Placing Agreement. In addition to the Issued Notes, the Company proposes to further issue the Placing Notes in the remaining principal amount of up to HK$280,000,000. Subject to and in accordance with the terms of the Placing Agreement, the Placing Agent proposes to act as a non-exclusive placing agent for the Company to procure, on a best effort basis, Placees for the Placing Notes.

THE PLACING AGREEMENT

Date: 15 August 2014 (after trading hours) Issuer: The Company Placing Agent: China Rich Securities Limited To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are independent of and not connected with the Company, the directors, chief executive and substantial shareholders of the Company and its subsidiaries and their respective associates

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• Appointment of Pursuant to the Placing Agreement, the Company may appoint placing agent(s): any other placing agent(s) to, severally, procure, on a best effort basis, Placees for the Placing Notes provided that the aggregate principal amount of the Placing Notes (in addition to the principal amount of the Issued Notes) placed by the Placing Agent and such other placing agent(s) together shall not exceed HK$280,000,000. The Company will only appoint such other placing agent(s) who (and whose ultimate beneficial owner(s)) are, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, independent of and not connected with the Company, the directors, chief executive and substantial shareholders of the Company and its subsidiaries and their respective associates. It is the intention of the Company to appoint any other placing agent(s) on terms and conditions similar to those in the Placing Agreement

• Placees: The Placing Agent agreed to, on a best effort basis, place the Placing Notes to those Placees who are professional investors (as defined in the SFO) and the Placing Agent shall use its best efforts to ensure and shall obtain confirmation to the effect that such Placees are independent of and not connected with the Company, the directors, chief executive and substantial shareholders of the Company and its subsidiaries and their respective associates

• Placing Price: Principal amount of the Placing Notes

• Placing Period: The period commencing upon the date of the Placing Agreement up to and including 31 August 2015 unless terminated earlier pursuant to the terms of the Placing Agreement

• Ranking of The Placing Notes will rank at least pari passu in right of payment Placing Notes: with all other existing and future unsubordinated unsecured indebtedness of the Company, outstanding from time to time (other than obligations preferred by statute or operation of the applicable laws)

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Termination:

The Company may terminate the Placing Agreement without liability to the other parties by giving notice in writing to the Placing Agent, which notice may be given at any time 6 months after the date of the Placing Agreement

• The Placing Agreement may be terminated by either party (the “ Terminating Party ”) by written notice to the other party (the “ Defaulting Party ”) (i) if the Defaulting Party commits a material or persistent breach of any of its obligations under the Placing Agreement and where such breach is capable of remedy, fails to remedy it within 30 Business Days after service of written notice to the Defaulting Party of such default or (ii) (if the Company is the Terminating Party) the termination of the Placing Agreement is required to comply with applicable laws, the Listing Rules, the rules, regulations, codes, guidelines and circulars issued by any regulator or any other requirements of any regulator having jurisdiction over the Terminating Party

• Relevant Completion: Upon the Placing Agent having procured a Placee for a Placing Note, the Placing Agent shall deliver a written notice (the “ Completion Notice ”) to the Company as soon as practicable, provided that no Completion Notice shall be delivered after the expiration of the Placing Period. Unless the Company refuses to complete placing of a Completion Note to a Placee pursuant to the Placing Agreement, within 3 Business Days upon receipt by the Company of, among other things, the Completion Notice, the Placing Agent shall make, or cause to be made, payment of a sum equal to the Placing Price to the Company. The Company shall within 7 Business Days after receipt of the Placing Price in full and clear funds in respect of the Completion Note execute the deed poll constituting the relevant Completion Note

Placing Commission:

• 5% of the principal amount of each Completion Note

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PRINCIPAL TERMS OF THE COMPLETION NOTES

The principal terms and conditions of the Completion Notes to be issued under the Placing Agreement will be substantially the same as those of the completion notes issued under the Original Placing Agreement, as disclosed in the announcement of the Company dated 20 August 2013.

INTENDED USE OF PROCEEDS AND REASON FOR THE PLACING

The Placing will be carried out on a best effort basis. As such, it is possible that not all the Placing Notes will be placed. Assuming all the Placing Notes are placed and the Completion Notes are issued in full, the maximum gross proceeds from the Placing will be HK$280,000,000. The net proceeds from the Placing, after deduction of the placing commission and other related costs and expenses, are estimated to be approximately HK$265,000,000. The Company intends to use the net proceeds for general working capital (including operating expenses such as employee benefit expenses, office expenses and utilities, professional fees and general administration costs) and refinancing of existing debts. The Company may adjust the foregoing plans in response to changing market conditions and certain other circumstances and therefore may reallocate the use of proceeds.

As discussed in the annual report of the Company for the year ended 31 March 2014, the Group has taken various initiatives to further improve the Group’s liquidity and strengthen its financial base. The Original Placing Agreement was entered into on 20 August 2013. The issuance of the Placing Notes has been a step towards establishing a longer-term debt profile for the Group. The original placing period under the Original Placing Agreement will expire on 19 August 2014.

The Directors (including the independent non-executive Directors) consider that the renewal of the placing period for placing the Placing Notes will enable the Group to raise funds through such continuing longer-term debt profile and to strengthen its liquidity and financial position for the Group’s future development and expansion, therefore it is in the best interests of the Company and its Shareholders as a whole for the Company to enter into the Placing.

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FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Details of the fund raising activities of the Company during the past twelve months immediately preceding the date of this announcement are set out below:

(a) Date of	(b) Description	(c) Net proceeds	(d) Use of proceeds
announcement
20 August 2013	Proposed placing of	HK$18,457,000	As to approximately
	notes in the aggregate		35% for the general
	principal amount of		working capital of
	up to HK$300 million		the Group (including
	during a 12-month		operating expenses such
	placing period. As		as employee benefit
	at the date of this		expenses, office expenses
	announcement, the		and utilities, professional
	notes in the principal		fees and general
	amount of HK$20		administration costs) and
	million have been		approximately 65% for
	placed		refinancing of existing
			debts
19 September 2013	Subscription of new	N/A	Capitalisation of loan
	Shares under general
	mandate by way of
	capitalisation of loan
13 July 2014	Proposed rights issue	Not less than	Proposed use of proceeds as
	at the subscription	approximately	disclosed in the relevant
	price of HK$0.068	HK$146.5	announcement: (a) as to
	per rights share on the	million but	approximately 50% to
	basis of 1 rights share	not more than	70% for the repayment
	per every 2 existing	approximately	of existing debts of the
	Shares	HK$152.7	Group; (b) the balance
		million after	for the investment in
		deduction of	and development of
		all estimated	the leisure, hospitality,
		expenses	tourism, entertainment
			and gaming related
			businesses, being a new
			business segment of the
			Group and for general
			corporate purposes

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Apart from the above, the Company did not carry out any other fund raising activities in the twelve months period immediately preceding the date of this announcement.

Since the placing of the Placing Notes is not underwritten, there is no assurance that any further Placing Notes will be successfully placed. Shareholders and investors should exercise caution when dealing in the Shares of the Company.

DEFINITIONS

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

“associate(s)”	has the same meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (excluding Saturday, Sunday and other public holiday)
	on which commercial banks are open for business in Hong
	Kong throughout their normal business hours
“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
“Completion Notes”	such part of the Placing Notes placed pursuant to the Placing
	Agreement and “Completion Note” shall be construed
	accordingly
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“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

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“Issued Notes”

the existing placing notes in the aggregate principal amount of HK$20,000,000 which have been issued by the Company under the Original Placing Agreement

• “Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Original Placing Agreement”

the agreement dated 20 August 2013 entered into between the Company and the Placing Agent in relation to the proposed placing of placing notes in the principal amount of up to HK$300,000,000

• “Placee(s)”

• any person or entity whom the Placing Agent or its agent(s) has procured to purchase any of the Placing Notes and approved by the Company during the Placing Period pursuant to the Placing Agent’s obligations under the Placing Agreement

• “Placing” the placing of the Placing Notes by the Placing Agent pursuant to the terms and conditions of the Placing Agreement

• “Placing Agent”

• China Rich Securities Limited, a licensed corporation to carry on business in type 1 regulated activity (dealing in securities) under the SFO

• “Placing Agreement” the agreement dated 15 August 2014 entered into between the Company and the Placing Agent in relation to the Placing

• “Placing Notes”

the notes in the aggregate amount of up to HK$280,000,000 to be issued by the Company in the denomination of HK$2,000,000 each under the Placing and “Placing Note” means each of the said notes in the said denomination of HK$2,000,000

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“Placing Period”	the period commencing upon the date of the Placing	the period commencing upon the date of the Placing
	Agreement up to and	including 31 August 2015 unless
	terminated earlier pursuant to the terms of the Placing
	Agreement
“Placing Price”	principal amount of the	Placing Notes
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“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
“%”	per cent.
		By Order of the Board
		China Gamma Group Limited
		Wong King Shiu, Daniel
		Executive Director

Hong Kong, 15 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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