China Billion Resources : Share Settlement Agreement E

d8eb7abd-4291-4a5a-b4f7-65173e05ab35.pdf

Dated 9 November, 2015

1. MR. LONG XIAOBO

   
   

2. CHINA BILLION RESOURCES LIMITED

SHARE SETTLEMENT AGREEMENT

REED SMITH RICHARDS BUTLER

20th Floor Alexandra House 18 Chater Road

Central, Hong Kong

Ref : DH0/381253.00001

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TIDS AGREEMENT is made on 9 November, 2015

BETWEEN:

1. MR. LONG XIAOBO (HKID Card No.R430768(1)) of G/F., House !A, Belleview Place, 93 Repulse Bay Road, Repulse Bay, Hong Kong (the "Creditor")

1. CIDNA 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 KY!-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:

   
   

2. 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;

   
   

3. 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;

   
   

4. the Creditor has agreed to accept the Settlement Shares, and the Company has agreed to allot and issue to the Creditor, in full and final settlement of the Debt on and subject to the terms and conditions set out in this Agreement.

   
   

   NOW IT IS HEREBY AGREED AS FOLLOWS:

   
   

5. INTERPRETATION

   
   

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

   
   

   "Announcement" means the announcement to be released by the Company in

   relation to, amongst other things, the issue of Settlement Shares;

   
   

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

   Company from HK$26,l 76,516.50 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;

   
   

   "BusinessDay" means a day (other than a Saturday or Sunday or days on which a tropical cyclone warning No. 8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on 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

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   "Capital Reorganisation"

   
   

   "Completion"

   
   

   "Completion Date" "Conditions Precedent"

   
   

   "Conversion Shares"

   
   

   "Cut-off Date"

   
   

   "Debt"

   
   

   "Director(s)"

   
   

   "Encumbrance"

   
   

   "Group" "Hong Kong" "HK$" ''Issue Price"

   
   

   "Listing Rules" "Long-stop Date" "Open Offer"

   Limited;

   
   

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

   
   

   means 31 December, 2015 (or such later date as the parties to this Agreement may agree);

   
   

   means the debt owing to the Creditor, particulars of which are set out in Part A of Schedule 1and 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 rights, retention of title, right of pre-emption, right of first refusal 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 currency of Hong Kong;

   
   

   means HK$0.05 for each Settlement Share;

   
   

   means the Rules Governing the Listing of Securities on the Stock Exchange;

   
   

   means 31 May 2016 (or such later date as the parties may agree);

   
   

   means a fully underwritten open offer to be made by the Company to its Shareholder to subscribe at the price of not

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   less than HK.$0.03 per Open Offer Share on the basis of two Open Offer Shares for each Reorganised Share held as at a record date to be fixed and announced by the board of Directors;

   
   

   "Open Offer Share(s)" means new Reorganised Shares to be allotted and issued by

   the Company pursuant to the Open Offer;

   
   

   "Other Settlement Agreements" means the various agreements entered into or to be entered

   into by the Company pursuant to such number of new Reorganised Shares or (as the case may be) Settlement Convertible Bonds are to be issued (subject to the fulfilment of certain conditions precedent) in full and final settlement of specified debts of the Company which, when aggregated with the Settlement Shares, involve the issue of up to 10,101,584,101 new Reorganised Shares at HK.$0.05 per Reorganise Share and the Settlement Convertible Bonds;

   
   

   "Participant" means a person admitted for the time being by Hong Kong Securities Clearing Company Limited as a participant of CCASS;

   
   

   "Reorganised Shares" means the shares of HK.$0.01 each in the share capital of

   the Company immediately after the Capital Reorganisation;

   
   

   "Settlement Convertible means the I0% 3-year convertible bonds in the principal Bonds" amount of not exceeding HK.$54,000,000 to be issued in full and settlement of specified debts of up to

   HK.$50,820,000 in principal amount plus accrued and unpaid interest up to the Cut-off Date at the initial conversion price of HK.$0.10 per Conversion Share, subject to adjustments;

   
   

   "Settlement Shares" means such number of Reorganised Shares specified in Part

   B of Schedule 1;

   
   

   "Share Capital Reduction" means:

   
   

7. the reduction of par value of each of the shares of HK.$0.10 each in issue from HK.$0.10 to HK.$0.005 per issued Share by cancelling the paid up share capital to the extent of HK.$0.095 per issued Share by way of a reduction of capital so as to form shares in issue with par value of HK.$0.005 each;

   
   

8. the application of the credit arising from the reduction of par value above and the credit standing in the Company's share premium account be applied towards offsetting the accumulated deficit of the Company as at the effective date of the reduction of par value, thereby reducing the accumulated deficit of the Company and transfer of the balance of credit (if any) to a distributable reserve account of the Company to be applied for such purposes as permitted by all

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