WH Group Limited — Capital/Financing Update 2016

Mar 29, 2016

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 acquire, purchase or subscribe for any securities of the Company.

REX Global Entertainment Holdings Limited 御濠娛樂控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

(1) APPOINTMENT OF JOINT PLACING AGENT; (2) EXTENSION OF LONG STOP DATE OF INNOVAX PLACING AGREEMENT; AND

(3) EXTENSION OF LONG STOP DATE OF SALE AND PURCHASE AGREEMENT

References are made to the announcement of Rex Global Entertainment Holdings Limited (the “ Company ”) dated 14 January 2016 in relation to, among other things, the proposed placing of new Shares under the Specific Mandate (the “ Placing Announcement ”), the announcement of the Company dated 23 February 2016 in relation to the delay in despatch of circular and the announcement of the Company dated 17 March 2016 in relation to the further delay in despatch of circular. Unless otherwise stated, terms used herein shall have the same meanings as defined in the Placing Announcement.

As set out in the Placing Announcement, on 14 January 2016, the Company and Innovax Capital Limited (“ Innovax ”) entered into the placing agreement (the “ Innovax Placing Agreement ”) pursuant to which the Company conditionally agreed to place through Innovax, on a best efforts basis, up to 25,000,000,000 new Shares, to not less than six Placees who and whose beneficial owners will be Independent Third Parties at the Placing Price of HK$0.032 per Share. Such Shares will be allotted and issued pursuant to the Specific Mandate.

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THE HAITONG PLACING AGREEMENT

On 29 March 2016 (after trading hours), the Company and Haitong International Securities Company Limited (“ Haitong ”) entered into a placing agreement (the “ Haitong Placing Agreement ”, together with the Innovax Placing Agreement, the “ Placing Agreements ”) pursuant to which the Company conditionally agreed to appoint Haitong as the joint placing agent to place, on a best efforts basis, together with Shares placed by Innovax under the Innovax Placing Agreement, up to 25,000,000,000 new Shares to, together with Placees under the Innovax Placing Agreement, not less than six placees who and whose beneficial owners will be Independent Third Parties, at the Placing Price of HK$0.032 per Share. Each placee will be subject to a lock-up period of 24 months from the date of allotment and issue of such Shares.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Haitong and its ultimate beneficial owners are Independent Third Parties.

Conditions of the Haitong Placing Agreement

Completion of the Haitong Placing Agreement is conditional upon satisfaction of the following conditions (the “ Conditions ”):

• (a) the Shareholders having approved the Specific Mandate to issue 25,000,000,000 new Shares at the SGM;

• (b) the Shareholders having approved the Increase in Authorised Share Capital at the SGM;

• (c) satisfaction of the conditions under the Sale and Purchase Agreement (other than conditions which are to be satisfied on completion of the Sale and Purchase Agreement or otherwise waived in accordance with the Sale and Purchase Agreement);

• (d) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and permission to deal in, the new Shares to be issued by the Company and placed by or on behalf of Haitong pursuant to the Haitong Placing Agreement, which, together with the Shares placed under the Innovax Placing Agreement, in any event shall not exceed 25,000,000,000 new Shares; and

• (e) each Placee having executed a lock-up undertaking in the form set out in the Haitong Placing Agreement.

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None of the Conditions can be waived. If any of the Conditions has not been fulfilled on or before 30 April 2016 (or such other date as may be agreed between the Company and Haitong in writing), all of the obligations of Haitong and of the Company under the Haitong Placing Agreement shall cease and determine without prejudice to the then accrued rights and obligations of the parties in respect of any antecedent breach of any obligations under the Haitong Placing Agreement and save for certain liabilities and provisions set out in the Haitong Placing Agreement. Completion of the Haitong Placing Agreement will not proceed in the event that the transactions contemplated under the Sale and Purchase Agreement do not proceed to completion.

Completion

Completion will take place on the third Business Day following the day on which the last of the Conditions is satisfied (or such other date as may be agreed between the Company and Haitong) (“ Haitong Completion ”).

It is expected that none of the placees to be procured by Haitong will become a substantial Shareholder (as defined under the Listing Rules) immediately after Haitong Completion. If any of such placees becomes a substantial Shareholder immediately after Haitong Completion, a further announcement will be made by the Company.

Termination and force majeure

Haitong shall have the right to terminate its obligations in the Haitong Placing Agreement at any time prior to 8:00 a.m. on the date of Haitong Completion on the occurrence of any of the following events:

• (a) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the sole and absolute opinion of Haitong materially or adversely affect the business or the financial and trading position or prospects of the Group; or

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• (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, on and/ or after the date of the Haitong Placing Agreement) of a political, military, financial, economic, currency or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict or affecting local securities markets which may in the sole and absolute opinion of Haitong materially or adversely affect the business or the financial and trading position or prospects of the Group; or

• (c) any material adverse change in stock market conditions (including without limitation suspension or material restriction on trading in securities generally) occurs which affects the success of the placing under the Haitong Placing Agreement or otherwise in the sole and absolute opinion of Haitong makes it inexpedient or inadvisable or inappropriate for the Company or Haitong to proceed with the placing under the Haitong Placing Agreement; or

• (d) any change in the circumstances of the Company or any members of the Group which would be reasonably expected to materially and adversely affect the prospects of the Group taken as a whole; or

• (e) any suspension of dealings in the Shares for more than three (3) consecutive trading days (other than as a result of the placing under the Haitong Placing Agreement).

If, at or prior to Haitong Completion, Haitong shall receive notification, or shall otherwise become aware of, the fact that any of the specified representations or warranties contained in the Haitong Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated as provided in the Haitong Placing Agreement, and Haitong shall in its sole discretion determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or is otherwise likely to have a prejudicial effect on the placing under the Haitong Placing Agreement, Haitong shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging Haitong from its obligations under the Haitong Placing Agreement.

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Upon the giving of the above notice by Haitong, all obligations of Haitong under the Haitong Placing Agreement shall cease and determine and no party to the Haitong Placing Agreement shall have any claim against any other party in respect of any matter or thing arising out of or in connection with the Haitong Placing Agreement provided however that the Company shall reimburse Haitong for all reasonable expenses or fees reasonably and properly incurred by Haitong in connection with the Haitong Placing Agreement.

For the purpose of the terms and conditions relating to termination and force majeure in the Haitong Placing Agreement set out above, but without limiting the generality of the foregoing:

• (a) a change in the system under which the value of the Hong Kong currency is linked to that of the currency of the United States of America shall be an event resulting or likely to result in a change in a currency nature; and

• (b) volatility in market conditions in Hong Kong or elsewhere on or before or after the date of the Haitong Placing Agreement shall be a factor in determining whether there has been or there is likely to be an occurrence or change in market conditions.

If the Haitong Placing Agreement terminates or is terminated in accordance with its terms, then the provisions of the Haitong Placing Agreement shall ipso facto cease and determine and have no force or effect and no party to the Haitong Placing Agreement shall have any claim against any other party, but without prejudice to the then accrued rights and obligations of the parties in respect of any antecedent breach of any obligations under the Haitong Placing Agreement, any clause in the Haitong Placing Agreement which shall survive after termination and to the continued application of all provisions of the Haitong Placing Agreement relating to the interpretation or enforcement of such provisions.

REASONS FOR THE ENTERING INTO OF THE HAITONG PLACING AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER

As set out in the Placing Announcement, taking into consideration the prevailing market conditions, the Board is of the view that the placing of up to 25,000,000,000 new Shares represents a valuable opportunity for the Group to raise a substantial amount of funds to satisfy the payment obligations under the Sale and Purchase Agreement which in turn will allow the Company to tap into the smartphone development industry, and provide general working capital to the Group.

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Assuming all the 25,000,000,000 new Shares have been placed, the gross proceeds of such placing will be HK$800,000,000 and the net proceeds will be approximately HK$785,600,000 (after deduction of placing commission and other expenses of such placing). On such basis, the net issue price of the 25,000,000,000 new Shares will be approximately HK$0.0314 per Share.

The Board considers that the appointment of Haitong as a joint placing agent together with Innovax will help promote the success of such placing. The Board also considers that the terms of the Haitong Placing Agreement are fair and reasonable and the transactions contemplated therein are in the interests of the Company and the Shareholders as a whole.

EXTENSION OF LONG STOP DATE OF INNOVAX PLACING AGREEMENT

To allow sufficient time for completion of the Sale and Purchase Agreement and to align the long stop date for satisfaction of the conditions to completion of the Haitong Placing Agreement, on 29 March 2016, the Company and Innovax agreed to extend the long stop date for satisfaction of the conditions to completion of the Innovax Placing Agreement to 30 April 2016.

EXTENSION OF LONG STOP DATE OF SALE AND PURCHASE AGREEMENT

References are made to the announcements of the Company dated 5 August 2015, 8 October 2015, 19 October 2015, 27 November 2015 and 30 December 2015 in relation to the transactions contemplated under the Sale and Purchase Agreement.

To allow sufficient time for completion of the Sale and Purchase Agreement, on 29 March 2016, the Company and Telconet Capital Limited Partnership entered into a second deed of amendment to extend the long stop date for satisfaction of the conditions to completion of the Sale and Purchase Agreement to 30 April 2016.

GENERAL

The transactions contemplated under the Placing Agreements, including the grant of the Specific Mandate for the allotment and issue of up to 25,000,000,000 new Shares, are subject to the approval of the Shareholders at the SGM.

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The SGM will be convened and held for the Shareholders to consider, and if thought fit, to approve, among other things, (i) each of the Placing Agreements and the transactions contemplated thereunder, including the grant of the Specific Mandate for the allotment and issue of up to 25,000,000,000 new Shares, and (ii) the Increase in Authorised Share Capital.

A circular containing, among other things, further details about the Placing Agreements and the Increase in Authorised Share Capital, together with the notice of the SGM and a related form of proxy, is expected to be despatched to the Shareholders on or before 31 March 2016.

Shareholders and potential investors should note that completion of the Placing Agreements are subject to the satisfaction of the conditions set out in the Placing Agreements respectively and the placing of up to 25,000,000,000 new Shares as contemplated under the Placing Agreements may or may not proceed to completion. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

By order of the Board

REX Global Entertainment Holdings Limited Yeung Chun Wai, Anthony Executive Director

Hong Kong, 29 March 2016

As at the date of this announcement, the executive Directors are Mr. Yeung Chun Wai, Anthony, Ms. Chu Wei Ning, Mr. Chen Domingo and Mr. Wong King Shiu, Daniel; and the independent non-executive Directors are Mr. Wong Hoi Kuen, Mr. Chan Chi Yuen and Mr. Lee Chi Ming.

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