CARRY WEALTH HOLDINGS LIMITED 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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
(1) RESULTS OF RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES HELD ON RECORD DATE AND (2) ADJUSTMENT TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING SHARE OPTIONS RESULTS OF THE RIGHTS ISSUE
The Directors are pleased to announce that all conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. The Rights Issue has become unconditional at 4:30 p.m. on Thursday, 6 February 2014.
As at 4:30 p.m. on Wednesday, 5 February 2014, being the latest time for acceptance and payment of the Rights Shares, the Company has received 21 valid acceptances for a total of 217,834,810
Rights Shares provisionally allotted under the Rights Issue (including the 118,358,500 Rights
Shares subscribed by the Underwriter pursuant to its provisional entitlements under the Rights
Issue), representing approximately 81.37% of the total number of 267,704,000 Rights Shares.
Based on the above acceptance results, the Rights Issue was under-subscribed by 49,869,190
Rights Shares and accordingly, the Underwriter has subscribed for the 49,869,190 Rights Shares
pursuant to its underwriting commitment under the Underwriting Agreement.
It is expected that share certificates in respect of the fully-paid Rights Shares will be despatched by ordinary post to those entitled thereto at their own risk by the Registrar on or before Thursday, 13
February 2014.
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Dealings in the Rights Shares on the Stock Exchange, in their fully-paid form, are expected to commence on Friday, 14 February 2014.
The exercise price of the Share Options and the number of Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Share Options will be adjusted in the manner as disclosed herein with effect from 13 February 2014.
Reference is made to the prospectus in relation to the Rights Issue (the "Prospectus") issued by the Company on 17 January 2014. Capitalised terms used herein shall have the same meanings as defined in the Prospectus unless otherwise stated.
The Directors are pleased to announce that all conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. The Rights Issue has become unconditional at 4:30 p.m. on Thursday, 6 February 2014.
As at 4:30 p.m. on Wednesday, 5 February 2014, being the latest time for acceptance and payment of the Rights Shares, the Company has received 21 valid acceptances for a total of 217,834,810
Rights Shares provisionally allotted under the Rights Issue (including the 118,358,500 Rights
Shares subscribed by the Underwriter pursuant to its provisional entitlements under the Rights
Issue), representing approximately 81.37% of the total number of 267,704,000 Rights Shares.
Based on the above acceptance results, the Rights Issue was under-subscribed by 49,869,190 Rights Shares and accordingly, the Underwriter has subscribed for the 49,869,190 Rights Shares pursuant to its underwriting commitment under the Underwriting Agreement.
The shareholding structure of the Company immediately before and immediately after completion of the Rights Issue is as follows:
The Underwriter, Mr. Li
Haifeng and parties acting in
Immediately before completion of the Rights Issue No. of Shares % (approximately) Immediately after completion of the Rights Issue No. of Shares % (approximately)concert with any of them 236,717,000 44.21% 404,944,690 50.42%
Public Shareholders 298,691,000 55.79% 398,167,310 49.58%
Total 535,408,000 100.00% 803,112,000 100.00%
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It is expected that share certificates in respect of the fully-paid Rights Shares will be despatched by ordinary post to those entitled thereto at their own risk by the Registrar on or before Thursday, 13
February 2014.
Dealings in the Rights Shares on the Stock Exchange, in their fully-paid form, are expected to commence on Friday, 14 February 2014.
In accordance with the terms of the Share Option Scheme, the exercise price of the Share Options and the number of Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Share Options will be adjusted in the following manner with effect from 13 February 2014 upon the Company's allotment and issue of the Rights Shares to its Shareholders:
29 August
2012
29 August 2013 to
28 August 2022
(Note)
17,100,000 0.419 18,105,884 0.396
Note:
All the Share Options are exercisable during the following periods:
(a) up to 50% of the Share Options shall be exercisable from 29 August 2013 to 28 August 2014 (the "First Period");
and
(b) the remaining 50% of the Share Options together with any Share Options not exercised during the First Period shall be exercisable from 29 August 2014 to 28 August 2022.
The auditor of the Company has confirmed the calculations with respect to the adjustments that will be made to the exercise price and the number of Shares that can be subscribed for under the outstanding Share Options as a result of the Rights Issue. Separate notification regarding the adjustments will be sent to each holder of the Share Options.
By order of the Board
Chairman
Hong Kong, 12 February 2014
As at the date of this announcement, the Board of the Company comprises Messrs Li Haifeng (Chairman), Lee Sheng Kuang, James (Managing Director), Huang Xuxian, Flynn and Tang Chak Lam, Charlie, being executive directors; and Messrs Chen Zhongfa, Tong Tang, Joseph and Yau Wing Yiu, being independent non-executive directors.
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The Directors jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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