WH Group Limited - Capital/Financing Update 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 purposes 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)

(1) PROPOSED RIGHTS ISSUE OF RIGHTS SHARES AT HK$0.068 PER RIGHTS SHARE ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING SHARES OF THE COMPANY AND

(2) CLOSURE OF REGISTER OF MEMBERS

Joint Underwriters to the Rights Issue

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ENLIGHTEN SECURITIES LIMITED

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CEPA ALLIANCE SECURITIES LIMITED

PROPOSED RIGHTS ISSUE

The Company proposes to raise not less than approximately HK$149.5 million but not more than approximately HK$155.8 million before expenses by way of a rights issue at the Subscription Price of HK$0.068 per Rights Share.

Pursuant to the Rights Issue, Qualifying Shareholders will be provisionally allotted 1 Rights Share in nil-paid form for every 2 existing Shares held on the Record Date. Fractional entitlements will not be allotted but will be aggregated and sold for the benefit of the Company.

The Rights Issue is not available to Non-Qualifying Shareholders.

The estimated net proceeds of the Rights Issue will be not less than approximately HK$146.5 million but not more than approximately HK$152.7 million after deduction of all estimated expenses. The Company intends to apply the net proceeds of the Rights Issue: (a) as to approximately 50% to 70% for the repayment of existing debts of the Group; (b) the balance for the investment in and the development of the leisure, hospitality, tourism, entertainment and gaming related businesses, being a new business segment of the Group and for general corporate purposes.

The Rights Issue will be fully underwritten by the Underwriters on the terms and subject to the conditions set out in the Underwriting Agreement.

IRREVOCABLE UNDERTAKINGS OF THE IU SHAREHOLDERS

As at the date of this announcement, the IU Shareholders hold an aggregate of 1,518,147,585 Shares, representing approximately 34.52% of the issued share capital of the Company. Pursuant to the Irrevocable Undertakings, each of the IU Shareholders has undertaken to and with the Company and the Underwriters that subject to the Company despatching the Rights Issue Documents to the Qualifying Shareholders, it/he shall take up and pay for or shall procure that there are taken up and paid for by its/his associates or nominees (including the CCASS participant(s) holding any IU Shares on its/his behalf), at or before 4:00 p.m. on the Latest Acceptance Date in accordance with the terms of the Rights Issue Documents, all the Rights Shares which will be provisionally allotted to it/ him and its/his associates or nominees (including the CCASS participant(s) holding any IU Shares on its/his behalf) in respect of the IU Shares pursuant to the Rights Issue.

SHAREHOLDERS’ APPROVAL NOT REQUIRED

The Rights Issue is not required to be approved by the Shareholders in a general meeting.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

The Underwriting Agreement contains provisions granting the Underwriters a right to terminate its obligations on the occurrence of certain events. Please refer to the subsection headed “Termination of the Underwriting Agreement” in this announcement for further details. If the Underwriting Agreement does not become unconditional or is terminated, the Rights Issue will not proceed.

Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or the Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the Rights Shares. Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/ its own professional adviser(s). Any Shareholder or other person dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (including the date on which the Underwriters’ right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

The attention of the Shareholders and investors is drawn to the section headed “Warning of the risks of dealing in the Shares and the nil-paid Rights Shares” below.

TRADING ARRANGEMENTS

The last day of dealings in the Shares on a cum-rights basis is Tuesday, 12 August 2014. The Shares will be dealt with on an ex-rights basis from Wednesday, 13 August 2014. The Rights Shares are expected to be dealt with in their nil-paid form from Thursday, 21 August 2014 to Monday, 1 September 2014 (both days inclusive).

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company as at 5:00 p.m. on the Record Date, which is currently expected to be Monday, 18 August 2014. In order to be registered as members of the Company at 5:00 p.m. on the Record Date, all transfer documents of the Shares (together with the relevant share certificate(s)) must be lodged for registration with the Registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by 4:30 p.m. (Hong Kong time) on Thursday, 14 August 2014 (being the Latest Lodging Date). The register of members of the Company will be closed from Friday, 15 August 2014 to Monday, 18 August 2014 (both days inclusive).

As the outstanding Share Options (to the extent not exercised) will expire on Sunday, 27 July 2014, the holders of the Share Options who wish to participate in the Rights Issue should exercise the Share Options on or before Saturday, 26 July 2014 in accordance with the terms and conditions of the Share Option Scheme and be registered as holders of the Shares allotted and issued to them pursuant to such exercise with the Company as at 5:00 p.m. on the Record Date.

The Latest Acceptance Date is expected to be on Thursday, 4 September 2014 or such other date as the Company and the Underwriters may agree in writing. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. For details of the trading arrangements, please refer to the section headed “Expected Timetable for the Rights Issue” below.

GENERAL

The Prospectus containing, among other things, further details of the Rights Issue is expected to be despatched by the Company to the Qualifying Shareholders and, for information only and to the extent reasonably practicable, to the Non-Qualifying Shareholders and the holders of the Share Options on the Posting Date. The PALs and the EAFs will also be sent to the Qualifying Shareholders on the same date.

PROPOSED RIGHTS ISSUE

Issue statistics

Basis of the Rights Issue:

One (1) Rights Share for every Two (2) existing Shares held as at 5:00 p.m. on the Record Date

Subscription Price: HK$0.068 per Rights Share Number of the existing 4,397,681,490 Shares Shares in issue:

Minimum number of Rights Shares:

2,198,840,745 Rights Shares (assuming no new Shares are issued (other than the Rights Shares) and no repurchase of Shares on or before the Record Date)

Maximum number of Rights Shares:

2,291,340,745 Rights Shares (assuming new Shares are issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the Record Date)

Joint Underwriters:

Enlighten Securities and Cepa Alliance

Minimum enlarged issued share capital upon completion of the Rights Issue:

6,596,522,235 Shares (assuming no new Shares are issued (other than the Rights Shares) and no repurchase of Shares on or before the completion of the Rights Issue)

Maximum enlarged issued share capital upon completion of the Rights Issue:

6,874,022,235 Shares (assuming new Shares are issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the completion of the Rights Issue)

Under the Rights Issue, the 2,198,840,745 nil-paid Rights Shares proposed to be provisionally allotted represent 50% of the existing issued share capital of the Company and approximately 33.33% of the issued share capital of the Company as enlarged by the Rights Issue (assuming no new Shares are issued (other than the Rights Shares) and no repurchase of Shares on or before the completion of the Rights Issue).

As at the date of this announcement, there are 185,000,000 Share Options outstanding with the rights to subscribe for 185,000,000 Shares. Assuming all outstanding Share Options are exercised in full and all Shares issuable pursuant to such exercise are issued on or before the Record Date, 92,500,000 additional Rights Shares would be issued.

As at the date of this announcement, there is a Convertible Note in the principal amount of HK$105,000,000 outstanding with the rights to convert into 486,561,631 Shares. Mega Market, the holder of the Convertible Note, has undertaken under the VC Irrevocable Undertaking that it shall not exercise any of its conversion rights under the Convertible Note from the date of the VC Irrevocable Undertaking up to and including the Settlement Date.

Save as disclosed above, as at the date of this announcement, the Company had no other outstanding convertible securities, options or warrants in issue which would otherwise confer any right to subscribe for, convert or exchange into the existing Shares.

Subscription Price

The Subscription Price of HK$0.068 per Rights Share is payable in full by a Qualifying Shareholder upon acceptance of the provisional allotment of the Rights Shares under the Rights Issue or, where applicable, application for excess Rights Shares or when a renouncee of any provisional allotment of the Rights Shares or a transferee of nil-paid Rights Shares applies for the Rights Shares. The Subscription Price represents:

(a) a discount of approximately 59.76% to the closing price of HK$0.1690 per Share as quoted on the Stock Exchange on the Last Trading Day;
(b) a discount of approximately 59.48% to the average of the closing prices per Share as quoted on the Stock Exchange for the five previous consecutive trading days up to and including the Last Trading Day of HK$0.1678;

(c) a discount of approximately 58.18% to the average of the closing prices per Share as quoted on the Stock Exchange for the ten previous consecutive trading days up to and including the Last Trading Day of HK$0.1626;
(d) a discount of approximately 49.74% to the theoretical ex-rights price of approximately HK$0.1353 per Share based on the closing price of HK$0.1690 per Share as quoted on the Stock Exchange on the Last Trading Day; and
(e) a premium of approximately 16 times to the audited consolidated net asset value attributable to the Shareholders as at 31 March 2014 of approximately HK$0.0042 per Share.

Each Rights Share has a par value of HK$0.01.

The Subscription Price was determined by the Directors with reference to the market price of the Shares prior to and including the Last Trading Day. Each Qualifying Shareholder will be entitled to subscribe for the Rights Shares at the same Subscription Price in proportion to his/ her/its shareholding held at 5:00 p.m. on the Record Date.

The Directors consider the terms of the Rights Issue, including the Subscription Price (and the discounts to the relative values as indicated above), to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole.

Basis of provisional allotment

One (1) Rights Share (in nil-paid form) for every two (2) existing Shares held by the Qualifying Shareholders as at 5:00 p.m. on the Record Date. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by completing a PAL and lodging the same with a remittance for the Rights Shares being applied for.

Status of the Rights Shares

The Rights Shares (when allotted, issued and fully paid) will rank pari passu in all respects with the existing Shares in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid with a record date falling after the date of allotment and issue of the Rights Shares in their fully-paid form.

Certificates for the Rights Shares and refund cheques

Subject to the fulfilment of the conditions of the Rights Issue as set out below, certificates for all fully-paid Rights Shares are expected to be sent by ordinary post on or before Thursday, 11 September 2014 to those persons who have validly accepted and, where applicable, applied for, and paid for the Rights Shares, at their own risk.

Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be sent by ordinary post on or before Thursday, 11 September 2014 to the applicants at their own risk.

Fractions of the Rights Shares

The Company will not provisionally allot and will not accept application for any fraction of the Rights Shares. No odd lot matching services will be provided. All fractions of the Rights Shares will be aggregated (rounded down to the nearest whole number). All nil-paid Rights Shares arising from such aggregation will be provisionally allotted (in nil-paid form) to Enlighten Securities (or if so selected by the Company, a nominee of the Company), and Enlighten Securities (or if so selected by the Company, a nominee of the Company) shall use its reasonable endeavours to sell the nil-paid Rights Shares on the Stock Exchange and the proceeds will be retained by the Company for its own benefit, if a premium (net of expenses) can be obtained. Any unsold Rights Shares arising from such aggregation will be made available for excess application by the Qualifying Shareholders.

Application for excess Rights Shares

The Qualifying Shareholders shall be entitled to apply for (a) any unsold Rights Shares which would have been allotted to the Non-Qualifying Shareholders had they been the Qualifying Shareholders; (b) any Rights Shares provisionally allotted but not validly accepted by the Qualifying Shareholders or otherwise subscribed for by renouncees or transferees of nil-paid Rights Shares; and (c) any unsold Rights Shares created by aggregating fractions of the Rights Shares. Application may be made only by the Qualifying Shareholders and only by completing an EAF and lodging the same with a separate remittance for the excess Rights Shares being applied for with the Registrar by a time which is currently expected to be 4:00 p.m. on Thursday, 4 September 2014 or such later time as may be agreed between the Company and the Underwriters.

The Board will, upon consultation with the Underwriters, allocate the excess Rights Shares being applied for at its discretion and on a fair and equitable basis and on the following principles:

(1) subject to the availability of excess Rights Shares, preference will be given to applications for topping-up odd-lot holdings to whole-lot holdings where it appears to the Directors that such applications are not made with the intention to abuse such mechanism; and
(2) subject to the availability of excess Rights Shares after allocation under principle (1) above, the excess Rights Shares will be allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of the excess Rights Shares applied for by them (i.e. the Qualifying Shareholders applying for a smaller number of Rights Shares will be allocated a higher percentage of the excess Rights Shares they have applied for; whereas the Qualifying Shareholders applying for a larger number of Rights Shares will be allocated a lower percentage of the excess Rights Shares they have applied for (although they will receive a greater number of Rights Shares than those applying for a smaller number)).

Investors whose Shares are held by a nominee company (or which are held in CCASS) should note that the Board will regard the nominee company (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company. Accordingly, investors whose Shares are registered in the name of a nominee (or which are held in CCASS) should note that the aforesaid arrangement for top-up of odd lots in relation to the allocation of the excess Rights Shares will not be extended to them individually. Beneficial owners with their Shares held by a nominee company (or which are held in CCASS) are advised to consider whether they would like to arrange for the relevant Shares to be registered in their own names prior to the Record Date.

Investors whose Shares are held by nominee(s) (or which are held in CCASS) and who would like to have their name registered on the register of members of the Company must lodge all necessary documents with the Registrar for completion of the relevant registration by 4:30 p.m. on Thursday, 14 August 2014 (being the Latest Lodging Date).

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. Nil-paid Rights Shares are expected to be traded in board lots of 25,000 (as the Shares are currently traded on the Stock Exchange in board lots of 25,000). No part of the securities of the Company in issue or for which listing or permission to deal is being or is proposed to be sought is listed or dealt in or on any other stock exchange.

Dealings in the Rights Shares (in both nil-paid and fully-paid forms) will be subject to the payment of stamp duty, Stock Exchange trading fee, SFC transaction levy and other applicable fees and charges in Hong Kong.

Rights Shares will be eligible for admission into CCASS

Subject to the granting of listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their licensed securities dealer(s) or other professional adviser(s) for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Qualifying Shareholders

To qualify for the Rights Issue, a Shareholder must (a) be registered as a member of the Company as at 5:00 p.m. on the Record Date; and (b) not be a Non-Qualifying Shareholder. In order to be registered as members of the Company at 5:00 p.m. on the Record Date, all transfer documents of the Shares (together with the relevant share certificate(s)) must be lodged for registration with the Registrar by 4:30 p.m. (Hong Kong time) on Thursday, 14 August 2014 (being the Latest Lodging Date). The last day of dealings in the Shares on a cum-rights basis is Tuesday, 12 August 2014. The Shares will be dealt with on an ex-rights basis from Wednesday, 13 August 2014. The particulars of the Registrar are as follows:

Tricor Secretaries Limited

Level 22, Hopewell Centre 183 Queen’s Road East Hong Kong Tel: (852) 2980 1333 Fax: (852) 2810 8185

The Company will send the Rights Issue Documents to the Qualifying Shareholders on the Posting Date.

Non-Qualifying Shareholders

If there are Overseas Shareholders at 5:00 p.m. on the Record Date, the Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.

The Board will make enquiries pursuant to Rule 13.36(2)(a) of the Listing Rules as to the applicable securities legislation of the relevant overseas jurisdictions or the requirements of any relevant regulatory body or stock exchange for the issue of the Rights Shares to the Overseas Shareholders. If, after making such enquiries, the Board is of the opinion that it would be necessary or expedient, on account of either the legal restrictions under the laws of the relevant jurisdiction or any requirement of the relevant regulatory body or stock exchange in that jurisdiction, not to offer the Rights Shares to any of the Overseas Shareholders, no provisional allotment of nil-paid Rights Shares or allotment of fully-paid Rights Shares will be made to such Overseas Shareholders. Accordingly, the Rights Issue will not be extended to the Non-Qualifying Shareholders and no Rights Shares will be provisionally allotted to them. The Company will, for information only and to the extent reasonably practicable, send the Prospectus to the Non-Qualifying Shareholders on the Posting Date but will not send the PALs or the EAFs to them. The Rights Issue Documents are not intended to be registered or filed under the applicable securities legislation of any jurisdiction other than Hong Kong.

Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in the market in their nilpaid form as soon as practicable after dealings in the nil-paid Rights Shares commence on the Stock Exchange but before the last date for dealings in nil-paid Rights Shares, if a premium (net of expenses) can be obtained. The proceeds of each sale, less expenses and stamp duty, of more than HK$100 will be paid by the Company to the relevant Non-Qualifying Shareholder(s) pro rata to their shareholdings in the Company at 5:00 p.m. on the Record Date in Hong Kong dollars. The Company will retain individual amounts of HK$100 or less for the benefit of the Company. Any unsold entitlements of the Non-Qualifying Shareholders will, as referred to above in this announcement, be made available to meet excess applications on EAFs by the Qualifying Shareholders.

Overseas Shareholders should note that they may or may not be entitled to the Rights Issue subject to the results of the enquiries made by the Directors pursuant to Rule 13.36(2)(a) of the Listing Rules. Accordingly, the Overseas Shareholders should exercise caution when dealing in the Shares.

CLOSURE OF THE REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 15 August 2014 to Monday, 18 August 2014 (both days inclusive) for determining the entitlement to the Rights Issue. No transfer of Shares will be registered during this period.

UNDERWRITING ARRANGEMENT

Underwriting Agreement

Date: 11 July 2014 Underwriters: (1) Enlighten Securities and (2) Cepa Alliance

Number of Rights Shares: 2,198,840,745 Rights Shares (assuming no new Shares are issued (other than the Rights Shares) and no repurchase of Shares on or before the Record Date); and 2,291,340,745 Rights Shares (assuming new Shares are issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the Record Date)

Number of Underwritten Shares:

all the Rights Shares to be issued by the Company pursuant to the Rights Issue, other than those taken up by the IU Shareholders, underwritten by the Underwriters pursuant to the terms of the Underwriting Agreement

Respective Underwriting Commitment of the Underwriters:

Enlighten Securities has the obligation to subscribe or procure subscribers for 70% of all the Underwritten Shares not taken up and Cepa Alliance has the obligation to subscribe or procure subscribers for 30% of all the Underwritten Shares not taken up

Commission:

1% of the aggregate Subscription Price of the total Underwritten Shares according to the respective underwriting commitment of the Underwriters, which amounts to not less than approximately HK$979,000 but not more than approximately HK$1,042,000 in total

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, each of the Underwriters and their respective ultimate holding companies are Independent Third Parties.

Subject to the fulfilment of the conditions (or any waiver, as the case may be, by the Underwriters) contained in the Underwriting Agreement and provided that the Underwriting Agreement is not terminated prior to the Latest Time for Termination in accordance with the terms thereof, the Underwriters have agreed to subscribe or procure the subscription for all Underwritten Shares that are not taken up by the Qualifying Shareholders according to their respective underwriting commitment.

The Board considers that the Underwriting Agreement is on normal commercial terms and is fair and reasonable so far as the Shareholders are concerned.

Conditions to the Rights Issue and the Underwriting Agreement

The Rights Issue is conditional upon (i) the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms; and (ii) permission to deal in and listing of all the Rights Shares (in their nil-paid and fully-paid forms) being granted by the Stock Exchange and not being withdrawn or revoked.

The obligations of the Underwriters to subscribe or procure subscribers for the Underwritten Shares pursuant to the Underwriting Agreement are conditional upon the happening of the following events by no later than the dates and times (where relevant) specified below respectively (or, in each case, such later date or time as the Underwriters may agree with the Company in writing):

(a) the issue and publication of this announcement within two Business Days of the date of the Underwriting Agreement;
(b) if required, the Bermuda Monetary Authority having given, in form satisfactory to the Company, all necessary consents, approvals and authorisations in connection with the Rights Shares and the Rights Issue including, without limitation, the increase in the authorised share capital of the Company (if required) and the issue and free transferability of the Rights Shares in accordance with their terms;
(c) the posting on or before the Posting Date of the Rights Issue Documents to the Qualifying Shareholders;
(d) on or before the Latest Acceptance Date, the Listing Committee of the Stock Exchange granting or agreeing in principle to grant (subject to allotment), and not having revoked the grant of, listing of and permission to deal in the Rights Shares in both their nil-paid and fully-paid forms; and
(e) on or before the Latest Acceptance Date, the IU Shareholders or their respective associates or nominees (including the relevant CCASS participant(s), if applicable) having taken up and paid for the Rights Shares provisionally allotted to them in respect of the IU Shares, by way of accepting the provisional allotments of such Rights Shares, accompanied by cheque or other remittances for the respective amounts payable on acceptance.

If the conditions set out above are not fulfilled (or waived in whole or in part by the Underwriters) by the relevant dates and times specified therein (or, in each case, such later date or time as the Underwriters may agree with the Company in writing), then all liabilities of the parties to the Underwriting Agreement will cease and determine and no party will have any claim against the others (except in respect of any antecedent breaches), save that certain provisions of the Underwriting Agreement shall continue in full force and effect and save that all out-of-pocket expenses (excluding sub-underwriting fees, if any, and related expenses) as may have been reasonably and properly incurred by the Underwriters in connection with the proposed Rights Issue shall be borne by the Company and paid, or, where appropriate, reimbursed, to the Underwriters, within seven (7) Business Days, on demand.

Termination of the Underwriting Agreement

If at or prior to the Latest Time for Termination:

(a) there develops, occurs or comes into force:
(i) the introduction of any new law or any change in existing laws which in the reasonable opinion of the Underwriters have or is likely to have a Material Adverse Effect; or
(ii) any material change in international economic, financial, political or military conditions which in the reasonable opinion of the Underwriters is or may have a Material Adverse Effect; or
(iii) any material change in international stock market conditions (including any moratorium, suspension of or material restriction on trading in securities generally but excluding any trading halt or suspension of trading in respect of the Shares or the Company) which in the reasonable opinion of the Underwriters would materially and adversely affect the Rights Issue or makes it inadvisable or inexpedient to proceed therewith; or
(b) there comes to the notice of the Underwriters any matter or event showing any of the warranties given by the Company under the Underwriting Agreement to be untrue or inaccurate in any material respect which in the reasonable opinion of the Underwriters is materially adverse in the context of the Rights Issue,

then and in any such case the Underwriters may jointly (after consultation with the Company) by notice in writing to the Company given at any time up to the Latest Time for Termination terminate (save as specified below) the Underwriting Agreement and thereupon all obligations of the Company and the Underwriters shall cease and determine, in which event the Company and the Underwriters shall thereupon forthwith give instructions to the Registrar to return all moneys received from subscribers for the Rights Shares and provided further that certain provisions of the Underwriting Agreement shall continue in full force and effect and all costs, charges and expenses which have been reasonably and properly incurred by the Underwriters in connection with the Rights Issue (excluding sub-underwriting fees, if any, and related expenses) shall still be borne and paid by the Company.

IRREVOCABLE UNDERTAKINGS TO SUBSCRIBE FOR RIGHTS SHARES

As at the date of this announcement, the IU Shareholders hold an aggregate of 1,518,147,585 Shares, representing approximately 34.52% of the existing issued share capital of the Company.

VC Irrevocable Undertaking

VC, Mega Market and Kingly Profits have jointly and severally, irrevocably and unconditionally represented, warranted and undertaken under the VC Irrevocable Undertaking to and with the Company and the Underwriters, that:

(a) each of VC, Mega Market and Kingly Profits owns beneficially, at the time of execution of the VC Irrevocable Undertaking, and will on the Record Date own beneficially 157,550,000, 665,097,585 and 95,500,000 Shares (collectively “ VC IU Shares ”), respectively;
(b) each of them shall not, and shall procure that its/his associates or nominees (including the CCASS participant(s) holding any VC IU Shares on its/his behalf) shall not, within the period commencing on the date of the VC Irrevocable Undertaking and ending on the Settlement Date transfer or otherwise dispose of or create any rights in respect of any of the VC IU Shares or dispose of, directly or indirectly, any interest in any company which is beneficially interested in any of the VC IU Shares; and

(c) subject to the Company despatching the Rights Issue Documents to the Qualifying Shareholders, each of them shall take up and pay for or shall procure that there are taken up and paid for by its/his associates or nominees (including the CCASS participant(s) holding any VC IU Shares on its/his behalf), at or before 4:00 p.m. on the Latest Acceptance Date in accordance with the terms of the Rights Issue Documents, all the Rights Shares which will be provisionally allotted to it/him (and/or registered in the name of HKSCC Nominees Limited) and its/his associates or nominees (including the CCASS participant(s) holding any VC IU Shares on its/his behalf) in respect of the VC IU Shares pursuant to the Rights Issue.

Mega Market has undertaken under the VC Irrevocable Undertaking that it shall not exercise any of its conversion rights under the Convertible Note from the date of the VC Irrevocable Undertaking up to and including the Settlement Date.

Li Irrevocable Undertaking

Each of Mr. Li and Hondex have jointly and severally, irrevocably and unconditionally represented, warranted and undertaken under the Li Irrevocable Undertaking to and with the Company and the Underwriters, that:

(a) each of Mr. Li and Hondex owns beneficially, at the time of execution of the Li Irrevocable Undertaking, and will on the Record Date own beneficially 100,000,000 and 500,000,000 Shares (collectively “ Li IU Shares ”), respectively;
(b) each of them shall not, and shall procure that its/his associates or nominees (including the CCASS participant(s) holding any Li IU Shares on its/his behalf) shall not, within the period commencing on the date of the Li Irrevocable Undertaking and ending on the Settlement Date transfer or otherwise dispose of or create any rights in respect of any of the Li IU Shares or dispose of, directly or indirectly, any interest in any company which is beneficially interested in any of the Li IU Shares; and

(c) subject to the Company despatching the Rights Issue Documents to the Qualifying Shareholders, each of them shall take up and pay for or shall procure that there are taken up and paid for by its/his associates or nominees (including the CCASS participant(s) holding any Li IU Shares on its/his behalf), at or before 4:00 p.m. on the Latest Acceptance Date in accordance with the terms of the Rights Issue Documents, all the Rights Shares which will be provisionally allotted to it/him (and/or registered in the name of HKSCC Nominees Limited) and its/his associates or nominees (including the CCASS participant(s) holding any Li IU Shares on its/his behalf) in respect of the Li IU Shares pursuant to the Rights Issue.

EFFECT OF RIGHTS ISSUE ON SHAREHOLDINGS IN THE COMPANY

Set out below are the changes in the shareholding structure of the Company arising from the Rights Issue: (i) assuming no new Shares (other than the Rights Shares) will be issued and no repurchase of Shares on or before the completion of the Rights Issue; and (ii) assuming new Shares have been issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options prior to the Record Date, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the completion of the Rights Issue.

(i) Assuming no new Shares (other than the Rights Shares) will be issued and no repurchase of Shares on or before the completion of the Rights Issue:

VC (Note 1) Mr. Li (Note 2) The Directors (Note 3) The Underwriters (Note 4) Public Shareholders Total	As at the date of this announcement Number of Shares Approximate % of the total issued Shares 918,147,585 20.88 600,000,000 13.64 9,200,000 0.21 0 0 2,870,333,905 65.27 4,397,681,490 100.00	Shareholding immediately after completion of the Rights Issue Assuming 0% taken up by the Qualifying Shareholders other than the IU Shareholders Assuming 100% taken up by all Qualifying Shareholders Number of Shares Approximate % of the total issued Shares Number of Shares Approximate % of the total issued Shares 1,377,221,377 20.88 1,377,221,377 20.88 900,000,000 13.64 900,000,000 13.64 9,200,000 0.14 13,800,000 0.21 1,439,766,953 21.83 0 0 2,870,333,905 43.51 4,305,500,858 65.27 6,596,522,235 100.00 6,596,522,235 100.00	Shareholding immediately after completion of the Rights Issue Assuming 0% taken up by the Qualifying Shareholders other than the IU Shareholders Assuming 100% taken up by all Qualifying Shareholders Number of Shares Approximate % of the total issued Shares Number of Shares Approximate % of the total issued Shares 1,377,221,377 20.88 1,377,221,377 20.88 900,000,000 13.64 900,000,000 13.64 9,200,000 0.14 13,800,000 0.21 1,439,766,953 21.83 0 0 2,870,333,905 43.51 4,305,500,858 65.27 6,596,522,235 100.00 6,596,522,235 100.00
			100.00

Notes:

(1) VC has a personal interest in 157,550,000 Shares, and is taken to be interested in (i) 665,097,585 Shares and 486,561,631 underlying Shares of the Company held by Mega Market; and (ii) 95,500,000 Shares held by Kingly Profits. Kingly Profits is wholly owned by Smart Ease Corporation, which in turn, is wholly owned by VC.

Mega Market is interested in 665,097,585 Shares and 486,561,631 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 adjusted conversion price of HK$0.2158 per Share. Mega Market is beneficially wholly owned by VC. Mega Market has undertaken under the VC Irrevocable Undertaking that it shall not exercise any of its conversion rights under the Convertible Note from the date of the VC Irrevocable Undertaking up to and including the Settlement Date.

(2) Mr. Li has a personal interest in 100,000,000 Shares, and is taken to be interested in 500,000,000 Shares held by Hondex. Hondex is wholly owned by Mr. Li.
(3) This represents the aggregate shareholding of the Directors.
(4) Pursuant to the Underwriters’ underwriting obligations pursuant to the Underwriting Agreement.

(ii) Assuming new Shares have been issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options prior to the Record Date, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the completion of the Rights Issue:

VC (Note 1) Mr. Li (Note 2) The Directors (Note 3) The Underwriters (Note 4) Public Shareholders Total	As at the date of this announcement Number of Shares Approximate % of the total issued Shares 918,147,585 20.88 600,000,000 13.64 9,200,000 0.21 0 0 2,870,333,905 65.27 4,397,681,490 100.00	Shareholding immediately after completion of the Rights Issue Assuming 0% taken up by the Qualifying Shareholders other than the IU Shareholders Assuming 100% taken up by all Qualifying Shareholders Number of Shares Approximate % of the total issued Shares Number of Shares Approximate % of the total issued Shares 1,377,221,377 20.04 1,377,221,377 20.04 900,000,000 13.09 900,000,000 13.09 9,200,000 0.13 13,800,000 0.20 1,532,266,953 22.29 0 0 3,055,333,905 44.45 4,583,000,858 66.67 6,874,022,235 100.00 6,874,022,235 100.00	Shareholding immediately after completion of the Rights Issue Assuming 0% taken up by the Qualifying Shareholders other than the IU Shareholders Assuming 100% taken up by all Qualifying Shareholders Number of Shares Approximate % of the total issued Shares Number of Shares Approximate % of the total issued Shares 1,377,221,377 20.04 1,377,221,377 20.04 900,000,000 13.09 900,000,000 13.09 9,200,000 0.13 13,800,000 0.20 1,532,266,953 22.29 0 0 3,055,333,905 44.45 4,583,000,858 66.67 6,874,022,235 100.00 6,874,022,235 100.00
			100.00

Notes:

(1) VC has a personal interest in 157,550,000 Shares, and is taken to be interested in (i) 665,097,585 Shares and 486,561,631 underlying Shares of the Company held by Mega Market; and (ii) 95,500,000 Shares held by Kingly Profits. Kingly Profits is wholly owned by Smart Ease Corporation, which in turn, is wholly owned by VC.

(2) Mr. Li has a personal interest in 100,000,000 Shares, and is taken to be interested in 500,000,000 Shares held by Hondex. Hondex is wholly owned by Mr. Li.
(3) This represents the aggregate shareholding of the Directors.
(4) Pursuant to the Underwriters’ underwriting obligations pursuant to the Underwriting Agreement.

EXPECTED TIMETABLE FOR THE RIGHTS ISSUE

2014 Announcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sunday, 13 July Last day of dealing in Shares on a cum-rights basis . . . . . . . . . . . . . . . . . . Tuesday, 12 August First day of dealing in Shares on an ex-rights basis . . . . . . . . . . . . . . . .Wednesday, 13 August Latest time for lodging transfer documents of Shares in order to be qualified for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 14 August Register of members of the Company closes for determining entitlements under Rights Issue (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 15 August to Monday, 18 August Record Date for determining entitlements under Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 18 August Register of members of the Company reopens . . . . . . . . . . . . . . . . . . . . . . Tuesday, 19 August Despatch of Rights Issue Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 19 August First day of dealing in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . Thursday, 21 August Latest time for splitting nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 27 August Last day of dealing in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . Monday, 1 September

2014

Latest time for acceptance of and payment for Rights Shares and application and payment for excess Rights Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 4 September Latest time for termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 4 September Announcement of the results of the Rights Issue to be posted on the Stock Exchange’s website and the Company’s website on or before . . . . . . . . . . . . . . . . . . . . . . Wednesday, 10 September Refund cheques for wholly and partially unsuccessful excess applications to be posted on or around . . . . . . . . . . . . . . . . Thursday, 11 September Share certificates for fully-paid Rights Shares to be posted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 11 September Dealing of Rights Shares in fully-paid form commences . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 12 September

Note: All times and dates in this announcement refer to Hong Kong local times and dates. Shareholders should note that the dates or deadlines specified in the expected timetable of the Rights Issue as set out above, and in other parts of this announcement, are indicative only and may be varied by agreement between the Company and the Underwriters. In the event that any special circumstances arise, the Board may extend, or make adjustment to, the timetable if it considers appropriate. Any such extension or adjustment to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND FOR APPLICATION AND PAYMENT FOR EXCESS RIGHTS SHARES

The latest time for acceptance of and payment for Rights Shares and for application and payment for excess Rights Shares will not take place if there is a tropical cyclone warning signal no. 8 or above, or a “black” rainstorm warning:

i. in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Acceptance Date. Instead the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; and
ii. in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Acceptance Date. Instead the latest time of acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares does not take place on the Latest Acceptance Date, the dates mentioned in the “Expected Timetable for the Rights Issue” section may be affected. The Company will notify the Shareholders by way of announcement(s) of any change to the expected timetable as soon as practicable.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

The Shares are expected to be dealt in on an ex-rights basis from Wednesday, 13 August 2014. Dealings in the Rights Shares in nil-paid form are expected to take place from Thursday, 21 August 2014 to Monday, 1 September 2014 (both days inclusive). The Rights Issue is conditional upon the Underwriting Agreement becoming 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.

Any Shareholder or other person contemplating transferring, selling or purchasing Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or Rights Shares. Any person who is in any doubt about his/ her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s). Any Shareholder or other person dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (including the date on which the Underwriters’ right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

REASONS FOR THE RIGHTS ISSUE AND PROPOSED USE OF PROCEEDS

The estimated net proceeds of the Rights Issue will be not less than approximately HK$146.5 million but not more than approximately HK$152.7 million after deduction of all estimated expenses. The Company intends to apply the net proceeds of the Rights Issue: (a) as to approximately 50% to 70% for the repayment of existing debts of the Group; (b) the balance for the investment in and development of the leisure, hospitality, tourism, entertainment and gaming related businesses, being a new business segment of the Group and for general corporate purposes. The Company is fully aware of its obligations to comply with all applicable laws and regulations, and any applicable guidance of the Stock Exchange, in developing the leisure, hospitality, tourism, entertainment and gaming related businesses.

The estimated expenses of the Rights Issue (including the underwriting commission, printing, registration, translation, legal, accounting and documentation charges) are estimated to be approximately HK$3 million and will be payable by the Company. The net subscription price per Rights Share upon full acceptance of the relevant provisional allotment of Rights Shares is expected to be approximately HK$0.067 per Rights Share.

The Board considers that it is in the best interest of the Company and its shareholders as a whole to reduce the existing debts of the Group and to finance the Group’s business diversification and expansion by way of the Rights Issue, which will not only strengthen the Group’s capital base and reduce its finance costs, but will also allow all Qualifying Shareholders the opportunity to maintain their respective pro rata shareholding interests in the Company by participating in the Rights Issue.

Those Qualifying Shareholders who do not take up the Rights Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings in the Company will be diluted.

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY DURING 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:

Date of announcement	Description	Net proceeds	Actual use of proceeds
20 August 2013	Placing of notes in the	HK$18,457,000	as to approximately 35% for
	aggregate principal amount		the general working capital
	of HK$300 million.		of the Group (including
	As at the date of this		operating expenses such as
	announcement, the notes		employee benefit expenses,
	in the principal amount of		office expenses and utilities,
	HK$20 million have been		professional fees and general
	placed		administration costs) and
			approximately 65% for
			refinancing of existing debts
19 September 2013	Subscription of new Shares	N/A	Capitalisation of loan
	under general mandate by
	way of capitalisation of
	loan

Apart from the above, the Company did not carry out any other funding raising activities during the past twelve months immediately preceding the date of this announcement.

SHAREHOLDERS’ APPROVAL NOT REQUIRED

The Rights Issue is not required to be approved by the Shareholders in general meeting.

TAXATION

Shareholders are advised to consult their professional advisers if they are in any doubt as to the taxation implications of the receipt, purchase, holding, exercising, disposing of or dealing in, the nil-paid Rights Shares or the Rights Shares, and regarding the Non-Qualifying Shareholders, their receipt of the net proceeds, if any, from sales of the nil-paid Rights Shares on their behalf.

ADJUSTMENT TO EXERCISE PRICE OF SHARE OPTIONS AND CONVERSION PRICE OF THE CONVERTIBLE NOTE

As a result of the Rights Issue, (i) the exercise prices of, and/or the number of nominal amount of Shares subject to, the outstanding Share Options may be adjusted in accordance with the terms and conditions of the Share Option Scheme; and (ii) the conversion price of the outstanding Convertible Note may be adjusted in accordance with the terms and conditions of the Convertible Note. Further announcements will be made by the Company on these adjustments and their effective date(s) as and when appropriate.

GENERAL

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” any day on which banks are generally open for business in Hong Kong (excluding Saturday and Sunday);

“CCASS”
the Central Clearing and Settlement System established and operated by HKSCC;
“Cepa Alliance” Cepa Alliance Securities Limited, a registered institution under the SFO, registered to conduct Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities;
“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;
“connected person(s)” has the same meaning ascribed to it under the Listing Rules;
“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)”
the director(s) of the Company;
“EAF(s)”
the form(s) of application for excess Rights Shares to be sent to the Qualifying Shareholders;
“Enlighten Securities”
Enlighten Securities Limited, a registered institution under the SFO, registered to conduct Type 1 (dealing in securities) regulated activities;
“Group”
the Company and its subsidiaries;

“HKSCC”

Hong Kong Securities Clearing Company Limited;

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong;

“Hondex”

Hondex Investments Limited, a company incorporated in the British Virgin Islands with limited liability and a substantial shareholder (as defined in the Listing Rules) of the Company;

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“Independent Third Party(ies)” third party(ies) independent of the Company and any connected person(s) of the Company and not a connected person of the Company;
“Irrevocable Undertakings”
the VC Irrevocable Undertaking and the Li Irrevocable Undertaking;
“IU Share(s)”
1,518,147,585 Shares, being the aggregate number of Shares beneficially owned by the IU Shareholders as at the date of the Irrevocable Undertakings;
“IU Shareholders”
collectively, VC, Mega Market, Kingly Profits, Mr. Li and Hondex;
“Kingly Profits” Kingly Profits Corporation, a company incorporated in the British Virgin Islands with limited liability;
“Last Trading Day”
11 July 2014, being the last trading day of the Shares on the Stock Exchange immediately prior to the publication of this announcement;

“Latest Acceptance Date”
“Latest Lodging Date”
“latest time for acceptance”
“Latest Time for Termination”
“Li Irrevocable Undertaking”
“Listing Committee”
“Listing Rules”
“Material Adverse Effect”
“Mega Market”

Thursday, 4 September 2014, being the last day for acceptance and payment of the Rights Shares, or such other date as the Company may determine and notified to the Underwriters in writing;

4:30 p.m. on Thursday, 14 August 2014, the latest time for lodging transfer documents of the Shares (together with the relevant shares certificate(s)) in order to qualify for the Rights Issue;
4:00 p.m. on the Latest Acceptance Date;
4:00 p.m. on the Latest Acceptance Date;

the irrevocable undertaking dated 11 July 2014 made by Mr. Li and Hondex to the Company and the Underwriters, details of which are set out in the section headed “Irrevocable Undertakings to Subscribe for Rights Shares” in this announcement;

has the same meaning ascribed to it under the Listing Rules;

the Rules Governing the Listing of Securities on the Stock Exchange;

a material adverse effect on the financial conditions of the Group as a whole;
Mega Market Assets Limited, a company incorporated in the British Virgin Islands with limited liability and a substantial shareholder (as defined in the Listing Rules) of the Company;

“Mr. Li”
“Non-Qualifying Shareholders”
“Overseas Shareholder(s)”
“PAL(s)”
“Posting Date”
“PRC”
“Prospectus”

Mr. Li Wing Sang;

the Overseas Shareholders to whom the Directors, after making relevant enquiries, consider it necessary or expedient not to offer the Rights Shares on account of either the legal restrictions under the laws of the relevant jurisdiction or the requirements of the relevant regulatory body or stock exchange in that jurisdiction;

the Shareholder(s) whose name(s) appear(s) on the register of members of the Company as at 5:00 p.m. on the Record Date and whose address(es) as shown on such register is/are outside Hong Kong;

the renounceable provisional allotment letter(s) to be issued to the Qualifying Shareholders in respect of their assured entitlements under the Rights Issue;

Tuesday, 19 August 2014 or such other date as the Company may determine and notified to the Underwriters in writing for the despatch of the Rights Issue Documents, provided that such date shall not fall on a date after the expiration of four months from the date of the Underwriting Agreement unless the Company and the Underwriters otherwise agree in writing;
the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;

the prospectus to be issued by the Company in relation to the Rights Issue;

“Qualifying Shareholders”

“Record Date”

“Registrar”

“Rights Issue”

“Rights Issue Documents”

“Rights Share(s)”

“Settlement Date”

“SFC”

“SFO”

the Shareholders whose names appear on the register of members of the Company as at 5:00 p.m. on the Record Date, other than the Non-Qualifying Shareholders;

Monday, 18 August 2014, being the record date to determine entitlements to the Rights Issue, or such later date as the Company may determine and notified to the Underwriters in writing, provided that such date shall not fall on a date after the expiration of four months from the date of the Underwriting Agreement unless the Company and the Underwriters otherwise agree in writing;
Tricor Secretaries Limited, the branch share registrar and transfer office of the Company in Hong Kong;
the issue of no more than 2,291,340,745 Rights Shares and no less than 2,198,840,745 Rights Shares at the Subscription Price on the basis of 1 Rights Share for every 2 existing Shares held on the Record Date payable in full on acceptance;

the Prospectus, the PAL(s) and the EAF(s);

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

the date falling on the third Business Day after the Latest Acceptance Date, or such later date as the Underwriters may agree with the Company in writing;

the Securities and Futures Commission of Hong Kong;

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

“Share(s)”

“Shareholder(s)”

“Share Option(s)”
“Share Option Scheme”
“Stock Exchange”
“Subscription Price”
“subsidiary(ies)”
“taken up/take up”
“Underwriters”
“Underwriting Agreement”
“Underwritten Shares”

ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company; the holder(s) of the Share(s);

a right to subscribe for Shares pursuant to the Share Option Scheme or any share option granted thereunder;
the share option scheme of the Company adopted on 22 August 2011;

The Stock Exchange of Hong Kong Limited;

the subscription price of HK$0.068 per Rights Share;
has the same meaning ascribed to it under the Listing Rules;
those Rights Shares and/or the Underwritten Shares in respect of which the relevant PALs and/or EAFs have been lodged accompanied by cheques or other remittances for the full amount payable in respect thereof;
Enlighten Securities and Cepa Alliance, and each an “Underwriter”;
the underwriting agreement dated 11 July 2014 and entered into between the Company and the Underwriters in relation to the Rights Issue;
all the Rights Shares to be issued by the Company pursuant to the Rights Issue, other than those taken up by the IU Shareholders, underwritten by the Underwriters pursuant to the terms of the Underwriting Agreement;

“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;

“VC”

Mr. Chan How Chung, Victor;

“VC Irrevocable Undertaking”

the irrevocable undertaking dated 11 July 2014 made by VC, Mega Market and Kingly Profits to the Company and the Underwriters, details of which are set out in the section headed “Irrevocable Undertakings to Subscribe for Rights Shares” in this announcement; and

“%”

per cent or percentage.

By Order of the Board

China Gamma Group Limited Wong King Shiu, Daniel Executive Director

Hong Kong, 13 July 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.

AI assistant

WH Group Limited — Capital/Financing Update 2014

49096_rns_2014-07-13_2dab884c-d283-43b9-8839-8a95331381a7.pdf

China Gamma Group Limited 中國伽瑪集團有限公司

(Stock Code: 164)

(1) PROPOSED RIGHTS ISSUE OF RIGHTS SHARES AT HK$0.068 PER RIGHTS SHARE ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING SHARES OF THE COMPANY AND

(2) CLOSURE OF REGISTER OF MEMBERS

Joint Underwriters to the Rights Issue

ENLIGHTEN SECURITIES LIMITED

CEPA ALLIANCE SECURITIES LIMITED

PROPOSED RIGHTS ISSUE

IRREVOCABLE UNDERTAKINGS OF THE IU SHAREHOLDERS

SHAREHOLDERS’ APPROVAL NOT REQUIRED

TRADING ARRANGEMENTS

GENERAL

PROPOSED RIGHTS ISSUE

Issue statistics

Subscription Price

Basis of provisional allotment

Status of the Rights Shares

Certificates for the Rights Shares and refund cheques

Fractions of the Rights Shares

Application for excess Rights Shares

Application for listing

Rights Shares will be eligible for admission into CCASS

Qualifying Shareholders

Tricor Secretaries Limited

Non-Qualifying Shareholders

CLOSURE OF THE REGISTER OF MEMBERS

UNDERWRITING ARRANGEMENT

Underwriting Agreement

Conditions to the Rights Issue and the Underwriting Agreement

Termination of the Underwriting Agreement

IRREVOCABLE UNDERTAKINGS TO SUBSCRIBE FOR RIGHTS SHARES

VC Irrevocable Undertaking

Li Irrevocable Undertaking

EFFECT OF RIGHTS ISSUE ON SHAREHOLDINGS IN THE COMPANY

EXPECTED TIMETABLE FOR THE RIGHTS ISSUE

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND FOR APPLICATION AND PAYMENT FOR EXCESS RIGHTS SHARES

WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

REASONS FOR THE RIGHTS ISSUE AND PROPOSED USE OF PROCEEDS

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST TWELVE MONTHS

SHAREHOLDERS’ APPROVAL NOT REQUIRED

TAXATION

ADJUSTMENT TO EXERCISE PRICE OF SHARE OPTIONS AND CONVERSION PRICE OF THE CONVERTIBLE NOTE

GENERAL

DEFINITIONS

Mr. Li Wing Sang;

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WH Group Limited Capital/Financing Update 2014