CHINA ZHONGWANG HOLDINGS LIMITED 
By 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.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 01333) RESULTS OF THE OPEN OFFER AND NO ADJUSTMENT TO EXERCISE PRICES AND NUMBER OF OUTSTANDING SHARE OPTIONS Financial Advisers
The Board is pleased to announce that the Open Offer has become unconditional on Wednesday, 8
January 2014.
At 4:00 p.m. on Wednesday, 22 January 2014, being the Latest Time for Application:
(i) a total of 35 valid acceptances in respect of a total of 1,203,864,452 Offer Shares based on assured entitlements (including the 1,201,260,000 Offer Shares which the Underwriter had taken up in respect of its assured entitlement) were received, representing approximately
74.23% of the total number of Offer Shares available under the Open Offer. Out of such 35 valid acceptances, 2,394,663 Offer Shares were elected to take the form of new Ordinary Shares and 1,201,469,789 Offer Shares were elected to take the form of Convertible Preference Shares; and
(ii) a total of 18 valid applications for a total of 463,564,800 excess Offer Shares were received, representing approximately 28.58% of the total number of Offer Shares available under the Open Offer. Out of such 18 valid applications, a total of 341,320 Offer Shares were elected to take the form of new Ordinary Shares and 463,223,480 Offer Shares were elected to take the form of Convertible Preference Shares.
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Based on the above results, the Open Offer was over-subscribed and accordingly the
Underwriter's underwriting obligations under the Underwriting Agreement have been discharged.
The Directors allocated a total of 418,027,468 excess Offer Shares comprising 308,920 new Ordinary Shares and 417,718,548 Convertible Preference Shares at their discretion on a fair and equitable basis on the principles described in the paragraph headed "Application for Excess Offer Shares" of the section headed "Letter from the Board" in the Prospectus.
Share certificates for all fully-paid Ordinary Shares and Convertible Preference Shares will be despatched to those entitled thereto by ordinary post to their registered addresses at their own risk on Wednesday, 29 January 2014.
Dealings in the new Ordinary Shares allotted under the Open Offer are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 30 January 2014.
Pursuant to the terms and conditions of the Pre-IPO Share Options Scheme and Post-IPO Share Options Scheme respectively, no adjustment is required to be made to the exercise prices of the outstanding Share Options and the number of Ordinary Shares that can be subscribed for upon exercise of the outstanding Share Options as a result of the Open Offer.
Reference is made to the prospectus of China Zhongwang Holdings Limited (the "Company") dated 8 January 2014 (the "Prospectus"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus.
The Board is pleased to announce that the Open Offer has become unconditional on Wednesday, 8
January 2014.
At 4:00 p.m. on Wednesday, 22 January 2014, being the Latest Time for Application:
(i) a total of 35 valid acceptances in respect of a total of 1,203,864,452 Offer Shares based on assured entitlements (including the 1,201,260,000 Offer Shares which the Underwriter has taken up in respect of its assured entitlement) were received, representing approximately
74.23% of the total number of Offer Shares available under the Open Offer. Out of such 35 valid acceptances, 2,394,663 Offer Shares were elected to take the form of new Ordinary Shares and 1,201,469,789 Offer Shares were elected to take the form of Convertible Preference Shares; and
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(ii) a total of 18 valid applications for a total of 463,564,800 excess Offer Shares were received, representing approximately 28.58% of the total number of Offer Shares available under the Open Offer. Out of such 18 valid applications, a total of 341,320 Offer Shares were elected to take the form of new Ordinary Shares and 463,223,480 Offer Shares were elected to take the form of Convertible Preference Shares.
Based on the above results, the Open Offer was over-subscribed and accordingly the Underwriter's underwriting obligations under the Underwriting Agreement have been discharged.
The Directors allocated a total of 418,027,468 excess Offer Shares comprising 308,920 new Ordinary Shares and 417,718,548 Convertible Preference Shares at their discretion on a fair and equitable basis on the principles described in the paragraph headed "Application for Excess Offer Shares" of the section headed "Letter from the Board" in the Prospectus.
The shareholding structure of the Company immediately before and after completion of the Open
Offer is as follows:
Number of
Ordinary Shares %
Number of Convertible Preference Shares
Underwriter 4,004,200,000 74.07 - Public 1,402,106,400 25.93 -
Total 5,406,306,400 100.00 -
Number of
Ordinary Shares %
Number of Convertible Preference Shares
Underwriter 4,004,200,000 74.03 1,618,955,468
Public 1,404,809,983 25.97 232,869
Total 5,409,009,983 100.00 1,619,188,337
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Immediately after completion of the Open Offer and assuming all the Convertible Preference Shares are converted in full (Note)Number of
Ordinary Shares %
Number of Convertible Preference Shares
Underwriter 5,623,155,468 80.01 - Public 1,405,042,852 19.99 -
Total 7,028,198,320 100.00 -
Note: The figures are provided for illustrative purposes only. The terms of the Convertible Preference Shares do not permit conversion if immediately after such conversion the public float of the Ordinary Shares will fall below the minimum requirements of the Listing Rules.
DESPATCH OF SHARE CERTIFICATES AND COMMENCEMENT OF DEALINGS
Share certificates for all fully-paid Ordinary Shares and Convertible Preference Shares will be despatched to those entitled thereto by ordinary post to their registered addresses at their own risks on Wednesday, 29 January 2014.
Dealings in the new Ordinary Shares allotted under the Open Offer are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 30 January 2014.
Pursuant to the terms and conditions of the Pre-IPO Share Options Scheme and Post-IPO Share Options Scheme respectively, no adjustment is required to be made to the exercise prices of the outstanding Share Options and the number of Ordinary Shares that can be subscribed for upon exercise of the outstanding Share Options as a result of the Open Offer.
The Company's auditors have performed agreed-upon procedures and issued a report with respect to the calculations of the effect of the Open Offer on the exercise prices of the outstanding Share Options and the number of Ordinary Shares that can be subscribed for upon exercise of the outstanding Share Options.
By order of the Board
Joint Company Secretary
Hong Kong, 28 January 2014
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As at the date of this announcement, the Board consists of:
Executive Directors
Mr. Liu Zhongtian, Mr. Lu Changqing, Mr. Chen Yan, Ms. Zhong Hong and Mr. Gou Xihui
lndependent non-executive Directors
Mr. Wong Chun Wa, Mr. Wen Xianjun, Mr. Shi Ketong and Mr. Lo Wa Kei, Roy
* Far identification purposes only
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