China Billion Resources : CB Settlement Agreement K

4a7f0ea8-11d6-4168-8466-132f4cc0a71d.pdf

Dated 9 November, 2015

2. CHINA BILLION RESOURCES LIMITED

CONVERTIBLE BONDS SETTLEMENT AGREEMENT

REED SMITH RICHARDS BUTLER

20th Floor Alexandra House

18 Chater Road Central,

Hong Kong

Ref : DH0/381253.00001

TABLE OF CONTENTS

CONDITION

l. IN'f E.R:PRET.iTION 1

1. CONDITIONS PRE.CEDENT 5

2. ISSUE OF SETTLEMENT CONVERTIBLE BONDS 6

4. COIlPl ETION .............................................,...........................................................u,,,6

1. RESCISSION 7

2. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 7

3. NOTICES 9

8. lVIISCELLANFOUS. . . .. ................................................................ .. ." 9

9. GOV.ERNlNG :LAW A.ND JURISDICT.ION 11

SCllEDUI E 1................ ........ ......................... ........«...,12

THIS AGREEMENT is made on 9 November) 2015

BETWEEN:

1. ilffi (PRC I.D. Card No.652523196307150014) of r:p fJril} fiijrpf.O}fZR 14 5ffc * 15bUI 404 . (the "Creditor")

   
   

2. CHINA BILLION RESOURCES LIMITED, a company incorporated under the laws of Cayman Islands with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman KYl-1111, Cayman Islands and whose principal place of business in Hong Kong is at Room 2811 28/F., China Merchants Tower, No.168-200 Connaught Road Central, Hong Kong (the "Company'')

   
   

   WHEREAS:

   
   

3. the Company was incorporated in the Cayman Islands and at the date of this Agreement has a total issued share capital of 5,235,303,300 shares of HK.$0.10 each, all of which are fully paid and currently listed on the Main Board of the Stock Exchange;




1. trading in the shares of the Company have been suspended since 29 June 2011 and on 30 December 2011, the Stock Exchange issued a letter to the Company imposing certain conditions for the resumption of trading in its shares of the Company on the Stock Exchange;

   
   

2. the Creditor has agreed to accept the Settlement Convertible Bonds, andthe Company has agreed issue to the Creditor, in full and final settlement of the Debt on and subject to the tenns and conditions set out in this Agreement,

   
   

   NOW IT IS HEREBY AGREED AS FOLLOWS!

   
   
3. INTERPRETATION




1.1 In this Agreement and the Recitals, unless the context requires otherwise, the following expressions shall have the following meanings:




''Announcement'' means the a11nouncement to be released by the Company in

relation to, amongst other things, the issue of Convertible Bonds;




"Authorised Capital Increase" n1eans the increase in the authorised share capital of the

Company from HK.$26,176)516.50 compnsmg 2,617,651,650 Reorganised Shares (immediately following the Share Capital Reduction and Share Consolidation) to HK$250,000,000 comprising 25,000>000,000 Reorganised Shares by the creation of 22,382,348,350 additional Reorganised Shares;




"Business Day" means a day (other than a Saturday or Sunday or days on which a tropical cyclone warning No. 8 or above or a 4'black rainstorm warning signal'; is hoisted in Hong Kong at a11y time between 9:00 a.m. and 5:00 p.m.) 011 which banks in Hong Kong are open generally for banking business;




"CCASS'' means the Central Clearing and Settlement System operated by Hong Kong Securities Clearing Company Limited;

"'Capital Reorganisation"




"Completion"




HCompletion Date"




''Conditions Precedenf '




"Convertible Bonds''




"Conversion Shares'




"Cut-off Date"




{!;Debt"




"Director(s)"




'Encumbrance'




"Group" "'Hong Kong" 'HK$"

"Instrument''




"Issue Price"

means a reorganisation of the share capital of the Company involving the Share Capital Reduction, the Share Consolidation and Authorised Capital Increase;




means completion of the issue of the Settlement Convertible Bonds pursuant to Clause 4.1;




means the date on which Completion takes place;




means the conditions precedent listed in Clause 2.1 and a "Condition Precedent" shall mean any one of the conditions precedent




means the unsecured 10% 3-year convertible bonds in the aggregate principal amount of up to HK$54,000,000 at the initial conversion price of HK$0.10 per Conversion Share, subject to adjustments, to be constituted by and with the benefit of and subject to the provisions of the Instrument as a single series and issued by the Company under this Agreement and certain of the Other Settlement Agreements;




means the Reorganised Shares that fall to be issued on exercise of conversion rights attached to the Settlement Conve1iible Bonds;




means 31 December 201. 5 (or such later date as the parties to this Agreement may agree);




means the debtowirtg to the Creditor, particulars of which are set out in Part A of Schedu1c 1· and all interest and other amounts that may be payable by the Company and/or any other member of the Group in respect thereof;




means at any time the director(s) of the Company at that time;




means any charge, mortgage, security, lien, option, equity, power of sale or hypothecation or other third party right, retention of title, right of preemption, right of first refosal or security interest of any kind and 'Encumber" shall be construed accordingly;




means the Company and its Subsidiaries and ·member of

the Group" shall be construed accordingly;




means the Hong Kong Special Administrative Region of

the People s Republic of China;




means Hong Kong dollars, the lawful cunency .of Hong

Kong;




means the instrument by way of deed poll (substantially in the fonn set out in Schedule 2) constituting the Conve1iible Bonds;




means the face value of the Settlement Convertible Bonds; 2