HSIN CHONG GROUP HOLDINGS LIMITED 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 Bermuda with limited liability)
(Stock Code: 00404)
RECEIPT OF COMMITMENT NOTICE FROM THE NEW PLACING AGENT IN RELATION TO SUBSCRIPTION OF NEW PLACING SHARESReference is made to the announcement of Hsin Chong Construction Group Ltd. (the "Company") dated 24 December 2014 in relation to (1) the signing of the Supplemental Placing Agreement; (2) the extension of the Rights Issue timetable; and (3) updates in relation to the Acquisition Agreement and the Underwriting Agreement (the "Announcement"). Unless otherwise stated, capitalised terms have the same meanings as those defined in the Announcement and the rights issue prospectus of the Company dated 9 December 2014 (the "Prospectus") when used in this announcement.
The Company is pleased to announce that a commitment notice from Kingston Securities Limited (the "New Placing Agent") has been received by the Company on 2 January 2015, by which the New Placing Agent is committed to procure placees or failing which itself to subscribe for an aggregate of 1,472,960,000 New Placing Shares. On such basis, condition 8 of the Rights Issue as set out under the section headed "Conditions of the Rights Issue" in the Letter from the Board in the Prospectus, has been fulfilled.
* for identification purposes only
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WARNING OF THE RISKS OF DEALING IN SHARES
Shareholders and investors should note, among others, that (i) the Rights Issue is implemented in conjunction with the New Placing, and completion of the Rights Issue and the New Placing forms part of the conditions precedent for the Acquisition; (ii) each of the Rights Issue and the New Placing is conditional upon certain conditions precedent contained in the Underwriting Agreement and the New Placing Agreement (as amended and supplemental by the Supplement Placing Agreement), respectively; and (iii) each of the Rights Issue and the New Placing is capable of being terminated by the Underwriters and the New Placing Agent, respectively, upon the occurrence of any force majeure events. If either the Underwriting Agreement or the New Placing Agreement (as amended and supplemental by the Supplement Placing Agreement) does not become unconditional or is terminated, both the Rights Issue and the New Placing will not proceed, and accordingly the Acquisition will not become unconditional and will not proceed without alternative equity or equity-linked fund raising of not less than HK$2,000 million (before expenses).
Any Shareholders or other persons dealing in the Shares up to the date on which the Acquisition, the Rights Issue and the New Placing all become unconditional and the date on which the right of termination of each of the Underwriting Agreement and the New Placing Agreement (as amended and supplemental by the Supplement Placing Agreement) ceases will accordingly bear the risk that the Rights Issue, the New Placing and the Acquisition may not become unconditional or may be terminated and may not proceed.
If in any doubt, Shareholders and potential investors should consult their professional advisers. Shareholders and potential investors should exercise caution in dealing in the securities of the Company.
By order of the Board of
Hsin Chong Construction Group Ltd.
Wilfred WONG Ying Wai
Chairman and Chief Executive Officer
Hong Kong, 2 January 2015
As at the date of this announcement, the Board comprises Dr. Wilfred WONG Ying Wai (Chairman and Chief Executive Officer), Mr. Joseph CHOI Kin Hung and Mr. ZHOU Wei as Executive Directors; Mr. Clifford King CHIU, Mr. ZHANG Xiaoying and Mr. YAN Jie as Non-executive Directors; and Dr. Joseph CHOW Ming Kuen, Mr. CHENG Sui Sang, Mr. GAO Jingyuan and Ms. LEE Jai Ying as Independent Non-executive Directors.
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