China Billion Resources : Underwriting Agreement

7b4f5fdd-2a20-4798-81db-07f9cd056efc.pdf

Dated 9 November, 2015

1. CHINA BILLION RESOURCES LIMITED

   
   

2. GAIN FAITH INVESTMENTS LIMITED

UNDERWRITING AGREEMENT

relating to an Open Offer of up to 5,235,303,300 Offer Shares of HK$0.01 each in

CHINA BILLION RESOURCES LIMITED

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TABLE OF CONTENTS

Headings Page No.

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INTERPRETATION 2

CONDITIONS PRECEDENT 6

THE OPEN OFFER 7

UNDERWRITING 8

ALLOTMENT AND ISSUE OF THE OFFER SHARES 10

ANNOUNCEMENTS 10

FEES AND EXPENSES 11

REPRESENTATIONS AND WARRANTIES AND UNDERTAKING ..11 TERMINATION AND FORCE MAJEURE 13

NOTICE 14

SUCCESSORS AND ASSIGNS 15

FURTHER ASSURANCES 15

SEVERABILITY 15

WAIYER AND OTHER RIGHTS 15

TIME OF THE ESSENCE 16

COUNTERPARTS 16

VARIATION 16

18. GOVERNING LAW 16

ANNEXURE A 18

ANNOUNCEMENT 18

() ANNEXURE B 19

UNDERTAKING LETTER 19

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THIS AGREEMENT is made on 9 November, 2015 BETWEEN :-

(1)

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(2)

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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"); and

GAIN FAITH INVESTMENTS LIMITED, a company incorporated in Hong Kong whose registered office is situated at Room 3111, 31/F, China Merchant Tower, No.168- 200 Connaught Road, Central, Hong Kong (the "Underwriter"),

WHEREAS :-

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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 Stock Exchange. However, 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;

(B) the Company has entered into the Settlement Agreements with its creditors for the full and final settlement of debts owed, through the issue of Settlement Shares and Settlement Convertible Bonds;

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the Company proposes to offer, subject to the fulfilment of the conditions in Clause 2, the Offer Shares for subscription on the basis of assured entitlements to two (2) Offer Share for every Reorganised Share held at the close of business on the Record Date, to the Qualifying Shareholders at the Subscription Price, payable in full on acceptance and otherwise on the terms and subject to the conditions set out in this Agreement and the Offering Documents ;

1. the offer of the Offer Shares for subscription as aforesaid will be made by the issue of

   the Offering Documents to the Qualifying Shareholders;

   
   

2. application will be made to the Stock Exchange to grant (subject to allotment) listing of, and permission to deal in, the Offer Shares in their nil paid and fully paid forms;

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3. the Underwriter has agreed to underwrite, to the extent not subscribed for by the Qualifying Shareholders, the issue of the Underwritten Shares on the terms and subject to the conditions hereinafter contained,

   
   

   (G)

   
   

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   as at the date hereof, the Committed Shareholder beneficially owns 762,022,000 shares of HK$0.10 each and has agreed in principle to take up its assured entitlement of Offer Shares.

   
   

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   NOW IT IS AGREED as follows:-

   
   

4. INTERPRETATION




1.1 In this Agreement, and the recitals hereto, unless the context otherwise requires, the following expressions have the following meanings:-




"Acceptance Date"




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"Am1ouncement' '




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"Application Form(s)"




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"Authorised Capital Increase"




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"Business Day"

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u "Capital Reorganisation " "CCASS"




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"Committed Shareholder"




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means 4:00 p.m. on the tenth (101h) Business Day next following the Posting Date (or such other time or date as the Underwriter may agree in writing with the Company as the latest time for acceptance of, and payment for, the Offer Shares);




means the announcement to be made by the Company concerning, inter alia, the Open Offer substantially in the form of the draft annexed hereto in Annexure A;




means the fo1m(s) of application for the Offer Shares proposed to be issued to Qualifying Shareholders under the Open Offer in such usual form as may be agreed between the Company and the Underwriter;




has the meaning attributed to that term in the Listing Rules;




means 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 compnsmg 25,000,000,000 Reorganised Shares by the creation of 22,382,348 ,350 additional Reorganised Shares;




means a day (other than Saturday 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;




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




means the Central Clea1ing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;




means Star Sino;




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