Zhongsheng Group Holdings Limited (SEHK:881) announced a private placement of 6,183 2.85% convertible bonds due 2017 at HKD 500,000 per bond for gross proceeds of HKD 3,091,500,000 on January 19, 2014. The transaction will involve sole participation from new investor, Jardine Strategic Holdings Ltd. The bonds will be issued at par at 100% of the face value. The bonds bear interest from and including the issue date at the rate of 2.85% per annum payable semi-annually in arrears. The bonds will mature on the third anniversary from the date of its issuance. The bonds are convertible into shares of the company at conversion price of HKD 12.95899 per share at any time on or after 180 days after the issue date up to the close of business on the date falling 10 days prior to the maturity date. At any time after 18 months from issue date, but not less than seven days prior to their maturity date, the company may, having given a notice of conversion to the bondholders within 10 trading days of the occurrence of the trigger event, mandatorily convert all but not some only of the convertible bonds outstanding into shares at the prevailing conversion price on the date specified in the company's notice, provided that no such conversion may be made unless the closing price of the shares, for 20 out of 30 consecutive trading days ending on a date not more than 10 days prior to the date of such notice, was at least 130% of the applicable conversion price then in effect. The shares issued upon conversion and placing of shares will represent 20% of the enlarged issued share capital of the company. Unless previously redeemed, converted or purchased and cancelled as provided herein, the company will redeem each convertible bond on the maturity date at its principal amount together with accrued and unpaid interest thereon. As a part of the transaction, a person nominated by the investor can be elected as a non-executive director of the company. J.P. Morgan is the financial advisor of the company in the transaction. The transaction is expected to close on two business days after the date on which the company notifies the investor that all conditions to the subscription of the bonds have been fulfilled or waived. The completion of the transaction is conditional upon the closing of the placing of the shares. If the conditions are not satisfied or waived on or before 30 April 2014, the investor may in its sole and absolute discretion terminate the transaction. The transaction is subject to the approval of the shareholders at a general meeting of the company. Freshfields Bruckhaus Deringer LLP team led by Richard Wang and Bing Guan will act as legal advisor to the company.

On February 21, 2014, the company announced that it will receive net proceeds of HKD 3,050,000,000.