Add New Energy Investment Hldngs : Announcements and Notices - Placing of New Shares under General Mandate

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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

Add New Energy Investment Holdings Group Limited

愛 德 新 能 源 投 資 控 股 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02623)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Sole Placing Agent

THE PLACING

On 16 September 2019 (after trading hours), the Company entered into the Placing Agreement with the Sole Placing Agent in relation to the placing of the Placing Shares. Pursuant to the Placing Agreement, the Company has conditionally agreed to place, through the Sole Placing Agent on a best effort basis, of up to 982,000,000 Placing Shares at the Placing Price of RMB0.081 (equal to HK$0.09) per Placing Share, subject to the Top-Up Placing Option.

495,000,000 Placing Shares represent (i) approximately 10.08% of the existing issued share capital of the Company of 4,910,609,920 Shares; (ii) approximately 9.16% of the issued share capital of the Company of 5,405,609,920 Shares as enlarged by the Placing (without considering the Top-Up Placing Option). Assuming the Top-Up Placing Option is fully exercised, the maximum number of Placing Shares of up to 982,000,000 Placing Shares represent (a) approximately 20% of the issued share capital of the Company of 4,910,609,920 Shares; and (b) approximately 16.66% of 5,892,609,920 Shares as enlarged by the Placing (assuming the exercise in full of the Top-Up Placing Option).

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The Placing Price represents (i) a premium of approximately 3.45% to the closing price of HK$0.087 per Share as quoted on the Stock Exchange on 16 September 2019, being the date of the Placing Agreement; (ii) a premium of approximately 2.27% to the average closing price of HK$0.088 per Share as quoted on the Stock Exchange for the last five trading days prior to the date of the Placing Agreement; and (iii) a premium of approximately 2.27% to the average closing price of HK$0.088 per Share as quoted on the Stock Exchange for the last ten trading days prior to the date of the Placing Agreement.

The Placing is conditional upon, among other, the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares (subject to the Top-Up Placing Option).

The gross proceeds and net proceeds from the Placing will be approximately (i) RMB40.22 million (equal to HK$44.55 million) and RMB38.91 million (equal to HK$43.10 million) respectively, or (ii) RMB79.79 million (equal to HK$88.38 million) and RMB77.28 million (equal to HK$85.60 million) if the Top-Up Placing Option is exercised in full, which will be used for general working capital of the Group and for funding investment opportunities as may be identified from time to time.

COMPENSATION ARRANGEMENT

Mr. Li (the Chairman, an executive Director and the controlling shareholder of the Company) is expected to enter into the Compensation Agreement with each of the Placees, pursuant to which Mr. Li will agree to compensate the Placees in cash if on the Reference Date, the closing market value per Share falls below the Compensation Price (on the terms and subject to the conditions as set out in the Compensation Agreement).

Shareholders and potential investors should note that the completion of the Placing is subject to condition under the Placing Agreement to be fulfilled. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Date

16 September 2019 (after trading hours)

Parties

1. The Sole Placing Agent; and
2. The Company

To the best of the Director's knowledge, information and belief having made all reasonable enquiry, the Sole Placing Agent and its ultimate beneficial owners are third parties independent of and not connected persons of the Company.

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The Placing

The Sole Placing Agent has conditionally agreed with the Company to place the Placing Shares (through itself or its agent) to not less than six Placees on a best effort basis.

Placees

The Placees (and their respective ultimate beneficial owners) are not connected person(s) of the Company and are third parties independent of and not connected with the Company and its connected persons. No Placees will become substantial Shareholders (as defined in the Listing Rules) as a result of the Placing.

Placing Shares

As at the date of this announcement, the Company has 4,910,609,920 Shares in issue.

495,000,000 Placing Shares represent (i) approximately 10.08% of the existing issued share capital of the Company of 4,910,609,920 Shares; (ii) approximately 9.16% of the issued share capital of the Company of 5,405,609,920 Shares as enlarged by the Placing (without considering the Top-Up Placing Option). Assuming the Top-Up Placing Option is fully exercised by the Sole Placing Agent, the maximum number of Placing Shares of up to 982,000,000 of Placing Shares represent (a) approximately 20% of the issued share capital of the Company of 4,910,609,920 Shares, and (b) approximately 16.66% of 5,892,609,920 Shares as enlarged by the Placing (assuming the exercise in full of the Top-Up Placing Option). The aggregate nominal value of the Placing Shares will be HK$990,000 (without considering the Top-Up Placing Option) or HK$1,964,000 (assuming the exercise in full of the Top-Up Placing Option).

The Placing Shares will rank, upon issue, pari passu in all respect with the Shares in issue on the date of allotment and issue of the Placing Shares.

Pursuant to the Placing Agreement, the Company granted the Top-Up Placing Option to the Sole Placing Agent, exercisable by the Sole Placing Agent (for itself and on behalf of any of its agent) whereby the Sole Placing Agent can exercise the Top-Up Placing Option during the Placing Period at the Sole Placing Agent's sole discretion. In the event that the Sole Placing Agent exercised the Top-Up Placing Option in full, the Company will be required to allot and issue up to an aggregate of 982,000,000 new Shares to the Placees as procured by the Sole Placing Agent (together with any of its agent) at the Placing Price. Any new Shares so allotted and issued by the Company following the exercise of the Top-Up Placing Option by the Sole Placing Agent will be regarded as, and form part of, the Placing Shares under the Placing.

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Placing Price

The Placing Price represents (i) a premium of approximately 3.45% to the closing price of HK$0.087 per Share as quoted on the Stock Exchange on 16 September 2019, being the date of the Placing Agreement; (ii) a premium of approximately 2.27% to the average closing price of HK$0.088 per Share as quoted on the Stock Exchange for the last five trading days prior to the date of the Placing Agreement; and (iii) a premium of approximately 2.27% to the average closing price of HK$0.088 per Share as quoted on the Stock Exchange for the last ten trading days prior to the date of the Placing Agreement.

The estimated expenses for the Placing are approximately (i) RMB1.31 million (equal to HK$1.45 million) (without considering the Top-Up Placing Option) or (ii) RMB2.51 million (equal to HK$2.78 million) if the Top-Up Placing Option is exercised in full, comprising placing commission, and other professional fees and expenses. Assuming that all the Placing Shares could be successfully placed out, the net price to the Company of each Placing Share is approximately RMB0.079 (equal to HK$0.087) per Placing Share.

The Placing Price was negotiated on an arm's length basis between the Company and the Sole Placing Agent with reference to current market conditions, prevailing market price and liquidity of the Shares.

The Board also considers that the terms of the Placing Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Commission

The Sole Placing Agent will be entitled to a commission of 3% of the amount equivalent to the Placing Price multiplied by the number of Placing Shares actually placed. Such placing commission was arrived at after arm's length negotiation between the Company and the Sole Placing Agent by reference to the size and the current market condition. The Directors are of the view that the placing commission payable under the Placing is fair and reasonable.

Condition Precedent of the Placing Agreement

The Placing is conditional upon the fulfillment of the following conditions:

1. the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the Placing Shares (subject to the Top-Up Placing Option); and
2. the obligations of the Sole Placing Agent under the Placing Agreement have not been terminated pursuant to the terms of the Placing Agreement.

If the foregoing condition is not fulfilled on or prior to 30 September 2019 (or such later date as may be agreed between the Company and the Sole Placing Agent), the Placing Agreement shall be terminated and none of the parties to the Placing Agreement shall have any claim against the other for any costs or losses (save for any prior breaches of the Placing Agreement).

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Termination of the Placing

Notwithstanding anything contained in the Placing Agreement, if, at any time prior to 9:00 a.m. on the Placing Completion Date:

1. there develops, occurs or comes into force:
2. 1. any new law or regulation or any change in existing laws or regulations or the interpretation thereof which may in the opinion of the Sole Placing Agent, acting reasonably, materially and adversely affect the business or financial condition or prospects of the Group as a whole;
   2. any local, regional, national or international event or change (whether or not permanent or forming part of a series of events or changes occurring or continuing, on and/or after the date hereof) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not ejusdem generis with the foregoing), which may or may be expected to, in the opinion of the Sole Placing Agent, acting reasonably, adversely affect the business or financial or trading position or prospects of the Group as a whole or prejudices the success of the Placing of the Shares or otherwise makes it inexpedient or inadvisable for the Company or the Sole Placing Agent to proceed with the Placing; or
   3. any significant change (whether or not permanent) in local, regional, national or international market conditions (including without limitation suspension or material restriction on trading in securities or any conditions affecting a sector of the market) which may reasonably or may be reasonably expected to adversely affect the success of the Placing or otherwise in the opinion of the Sole Placing Agent, acting reasonably, makes it inexpedient or inadvisable or inappropriate for the Company or the Sole Placing Agent to proceed with the Placing;
3. the Company commits any material breach of or any material omission to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement;
4. trading of the Shares on the Stock Exchange has been suspended for more than ten consecutive trading days save for the purposes of clearing of any announcements or circulars relating to the Placing; or
5. any breach of any of the warranties as set out in the Placing Agreement which in the opinion of the Sole Placing Agent, acting reasonably, is material in the context of the Placing, comes to the knowledge of the Sole Placing Agent or there has been a breach by the Company of any other provision of the Placing Agreement which in the opinion of the Sole Placing Agent, acting reasonably, is material in the context of the Placing,

then and in any such case, the Sole Placing Agent may, acting reasonably, terminate the Placing Agreement without liability to the Company (save the liabilities for any antecedent breach of the Placing Agreement by the Sole Placing Agent) by giving notice in writing to the Company, which notice may be given at any time prior to the Placing Completion Date.

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