China Logistics Property Holdings Co., Ltd
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult
a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or
other professional adviser.
If you have sold or transferred all your shares in China Logistics Property Holdings Co., Ltd, you
should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or
to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this circular, 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 circular.
China Logistics Property Holdings Co., Ltd
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1589)
PROPOSED ISSUE OF
US$100,000,000 6.95% CONVERTIBLE BONDS DUE 2025
UNDER SPECIFIC MANDATE
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 9 to 35 of this circular. A notice convening the EGM to be held
at Meeting Room, 8/F, Block A, No. 1899 Shenkun Road, Minhang District, Shanghai, China on Friday,
14 August 2020 at 2:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use
at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of The
Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cnlpholdings.com)
respectively.
Whether or not you are able to attend the EGM, you are requested to complete the accompanying proxy
form in accordance with the instructions printed thereon and return the same to the share registrar of the
Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than
48 hours before the appointed time for holding of the EGM (i.e. not later than 2:00 p.m. on Wednesday, 12
August 2020 (Hong Kong Time)) or any adjourned meeting. Completion and return of the proxy form will
not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so
wish.
27 July 2020CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix I — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1
—i—DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise
requires:
“2015 SYPI Group the non-exempt continuing connected transactions between the Group and
Transactions” the SYPI Group, as disclosed in the Prospectus
“2017 Property Lease the continuing connected transactions between the Group and the SYPI
Transactions” Group, as disclosed in the announcement and circular of the Company
dated 19 April 2017 and 11 May 2017, respectively, and as approved by
the Independent Shareholders at the extraordinary general meeting of the
Company held on 8 June 2017
“Adjusted Treasury Rate” with respect to any redemption date, (i) the yield, under the heading
which represents the average for immediately preceding week, appearing
in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities”, for
the maturity corresponding to the comparable U.S. Treasury security
(if no maturity is within three (3) months before or after the Maturity
Date, yields for the two published maturities most closely corresponding
to the comparable U.S. Treasury security shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate
per year equal to the semi-annual equivalent yield to maturity of the
comparable U.S. Treasury security, assuming a price for the comparable
U.S. Treasury security (expressed as a percentage of its principal amount)
equal to the comparable treasury price for such redemption date, in each
case calculated on the third business day immediately preceding the
redemption date
“Affiliate” with respect to any Person, any other Person (1) directly or indirectly
controlling, controlled by, or under direct or indirect common control
with, such Person; (2) who is a director or officer of such Person or any
Subsidiary of such Person or of any Person referred to in clause (1) of this
definition; or (3) who is a spouse or any person cohabiting as a spouse,
child or step-child, parent or step-parent, brother, sister, step-brother or
step-sister, parent-in-law, grandchild, grandparent, uncle, aunt, nephew
and niece of a Person described in clause (1) or (2). For purposes of this
definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by
contract or otherwise
—1—DEFINITIONS
“Agency Agreement” an agency agreement to be dated on or about the CP Satisfaction Date
between the Company, the Subsidiary Guarantors, the Trustee and the
agents named therein
“Agreed Rate” the rate of exchange between US$ and HK$ at the rate of US$1 to
HK$7.7505
“Alternative Stock Exchange” means, at any time, in the case of the Shares, if they are not at that time
listed and traded on the Stock Exchange, such other internationally
recognised stock exchange which is the principal stock exchange or
securities market on which the Shares are then listed or quoted or dealt in
“Announcements” the announcements made by the Company dated 29 June 2020 and 7 July
2020
“Applicable Premium” with respect to any Bond at any redemption date, the greater of (1) 1.00%
of the principal amount of such Bond and (2) the excess of (i) the present
value at such redemption date of (a) the principal amount of such Bond,
plus (b) all required remaining scheduled interest payments due on such
Bond through the Maturity Date (but excluding accrued and unpaid
interest to the redemption date), computed using a discount rate equal
the Adjusted Treasury Rate plus 100 basis points commencing on the
applicable redemption date and ending on the Maturity Date, over (ii) the
principal amount of such Bond on such redemption date
“August 2020 Notes” the U.S. dollar-denominated senior secured notes due 8 August 2020
issued by the Company in the outstanding principal amount of
US$139,200,000
“Board” the board of Directors
“Bondholders” holders of the Bonds
“Bonds” 6.95% convertible bonds due 2025 with an aggregate principal amount of
US$100,000,000 to be issued by the Company
“Bond Issue” the issue of the Bonds by the Company
“Capital Stock” with respect to any Person, any and all shares, interests, participations or
other equivalents (however designated, whether voting or non-voting) in
equity of such Person, whether outstanding on the Closing Date or issued
thereafter
—2—DEFINITIONS
“Change of Control” the occurrence of any of the following events:
(i) the Company consolidates with or merges into, or directly or indirectly
sells, transfers, conveys or otherwise disposes (other than by way of
merger or consolidation) in one or a series of related transactions,
all or substantially all of the assets or properties of the Company and
its Restricted Subsidiaries, taken as a whole, to any other Person or
Persons (other than one or more Permitted Holders), acting together,
unless the consolidation, merger, sale, transfer, conveyance or
disposal will not result in the other Person or Persons, acting together,
acquiring Control over the Company or its successor entity;
(ii) the Permitted Holders being the beneficial owners of less than
20.0% of the total voting power of the voting stock of the Company;
(iii) any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) (other than RRJ Capital) being or
becoming the “beneficial owner” (as such term is used in Rule 13d-
3 of the Exchange Act), directly or indirectly, of total voting power
of the voting stock of the Company greater than such total voting
power held beneficially by the Permitted Holders;
(iv) the individuals who on the Closing Date constituted the Board,
together with any new directors whose election by the board of
directors was approved by a vote of at least a majority of the
directors then still in office who were either directors or whose
election was previously so approved, ceasing for any reason to
constitute a majority of the Board then in office; or
(v) the adoption of a plan relating to the liquidation or dissolution of the
Company.
For the avoidance of doubt for purposes of this “Change of Control”
definition, a sale of shares of Capital Stock of a PRC Restricted
Subsidiary which holds all or substantially all properties and assets of
the Company and its Restricted Subsidiaries to independent third parties
in an initial public offering and listing on a stock exchange of the share
of Capital Stock of such PRC Restricted Subsidiary where such PRC
Restricted Subsidiary (i) remains a Restricted Subsidiary immediately
after such sale and (ii) the Company, immediately after such sale, owns,
directly or indirectly, at least 30.0 per cent of the Voting Stock of such
PRC Restricted Subsidiary shall not constitute a sale of substantially all
properties and assets of the Company and its Restricted Subsidiaries
“Closing Date” the closing date for the issue of the Bonds, which is expected to be on
23 November 2020 or such other date as shall be agreed between the
Company and the Purchaser
“Company” China Logistics Property Holdings Co., Ltd (中 國 物 流 資 產 控 股 有 限 公
司), a company incorporated in the Cayman Islands with limited liability,
whose Shares are listed on the Main Board of the Stock Exchange
—3—DEFINITIONS
“Conditions” the terms and conditions of the Bonds
“connected person” has the meaning ascribed to it under the Listing Rules
“Control” the acquisition or control of more than 50.0 per cent. of the voting rights
of the issued share capital of the Company or the right to appoint and/
or remove all or the majority of the members of the Company’s board
of directors or similar governing body, whether obtained directly or
indirectly, and whether obtained by ownership of share capital, the
possession of voting rights, contract or otherwise
“Conversion Shares” Shares to be allotted and issued by the Company upon exercise of the
conversion right attaching to the Bonds
“CP Satisfaction Date” 16 November 2020 or such other date as may be agreed between the
Company, the Subsidiary Guarantors and the Purchaser
“Current Market Price” in respect of a Share on a particular date, the average of the daily closing
prices of one Share on each of the 10 consecutive trading days ending on
and including (i) the trading day immediately preceding such date or (ii)
if the relevant announcement was made after the close of trading on such
date (being a trading day), such date of announcement
“Directors” the directors of the Company
“EGM” the general meeting of the Company to be convened for the purpose
of considering and if thought fit, approving the Subscription and the
transactions contemplated thereunder, including the grant of Specific
Mandate to allot and issue the Conversion Shares
“Exchange Act” the United States Securities Exchange Act of 1934, as amended
“Existing Bonds” the 6.95% convertible bonds due 2024 in the principal amount of
HK$1,109,000,000 issued by the Company on 25 June 2019
“Fair Market Value” the price that would be paid in an arm’s-length transaction between an
informed and willing seller under no compulsion to sell and an informed
and willing buyer under no compulsion to buy, as determined in good
faith by the Board, whose determination shall be conclusive if evidenced
by a Board resolution
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic
of China
“Initial Conversion Price” HK$3.19 per Conversion Share subject to adjustment in the manner
provided in the Conditions
—4—DEFINITIONS
“Initial Floor Conversion HK$2.552 per Share, being the lowest conversion price which may be
Price” adjusted and reset as a result of the conversion price resets in accordance
with the Conditions (assuming no other adjustment to the conversion
price having occurred prior to the relevant Reset Date)
“Latest Practicable Date” 24 July 2020, being the latest practicable date prior to the printing of this
circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Material Adverse Effect” a material adverse effect on the business, properties, rights, assets,
management, position or condition (financial or otherwise), results of
operations or prospects of the Company and its subsidiaries taken as
a whole or on the performance by the Company and the Subsidiary
Guarantors of their obligations under the Bonds or any of the transaction
documents in relation thereto
“Maturity Date” 5 years from the Closing Date
“NDRC” the National Development and Reform Commission of the PRC
“November 2020 Notes” the U.S. dollar-denominated senior secured notes due 30 November
2020 issued by the Company in the outstanding principal amount of
US$84,000,000
“Permitted Holders” (1) Mr. Li Shifa and Ms. Ma Xiaocui;
(2) any Affiliate (other than an Affiliate as defined in clause (2) or (3)
of the definition of Affiliate) or the estate trust and any immediate
family members of any of the Persons specified in clause (1) or the
legal representatives of any of the foregoing; and
(3) any Person both the Capital Stock and Voting Stock of which (or in
the case of a trust, the beneficial Interests in which) are owned 80%
or more by one or more of the persons specified in clauses (1) and
(2)
“Person” any individual, corporation, partnership, limited liability company, joint
venture, trust, unincorporated organization or government or any agency
or political subdivision thereof
“PRC” the People’s Republic of China
“PRC Restricted Subsidiary” a Restricted Subsidiary organized under the laws of the PRC
“Publication Date” 31 July 2020 or such other date as may be agreed between the Company,
the Subsidiary Guarantors and the Purchaser, being the publication date of
the information memorandum of the Bonds
“Purchaser” BCC Leap Holdco, L.P.
—5—DEFINITIONS
“Relevant Securities” any participation certificates and any depositary or other receipt,
instrument, rights or entitlement representing interest in the Bonds, the
Shares or other securities of the same class as them
“Relevant Shares” 916,488,000 Shares that Mr. Li Shifa holds as of the date of the
undertaking provided by Mr. Li Shifa in relation to Subscription
Agreement
“Reset Dates” 26 June 2021 and 26 June 2022
“Restricted Subsidiary” any subsidiary of the Company other than an Unrestricted Subsidiary
“RRJ Capital” RRJ Capital Master Fund II, L.P. (a limited partnership incorporated in
the Cayman Islands) and is a substantial shareholder of the Company,
Seatown Master Fund Moussedragon L.P. and their Affiliates
“September 2021 Notes” the U.S. dollar-denominated senior secured notes due 25 September 2021
issued by the Company in the outstanding principal amount of
US$162,475,000
“SFO” Securities and Futures Ordinance (Chapter 571 of the laws of Hong
Kong), as amended from time to time
“Shareholders” holders of Shares from time to time
“Shares” ordinary shares of US$0.0000625 each in the capital of the Company
“Specific Mandate” the specific mandate to be sought from the Shareholders at the EGM
to grant the authority to the Board for the allotment and issue of the
Conversion Shares as a result of the exercise of the conversion right
attaching to the Bonds
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Subscription” the subscription of the Bonds in the total principal amount of
US$100,000,000 by the Purchaser pursuant to the Conditions
“Subscription Agreement” the conditional placing and subscription agreement dated 29 June 2020
entered into between the Company, the Subsidiary Guarantors and the
Purchaser in relation to the issue of the Bonds
“Subsidiary Guarantees” the guarantees provided by the Subsidiary Guarantors in respect of the
obligations of the Company under the Trust Deed and the Bonds
—6—DEFINITIONS
“Subsidiary Guarantors” certain subsidiaries of the Company which guarantee the payment of the
Bonds pursuant to the Trust Deed and the Bonds, which as of the Latest
Practicable Date include Yupei Sichuan Logistics Property Development
Co., Limited, Yupei Harbin Logistics Properly Development Co.,
Limited, Yupei Zhejiang Logistics Properly Development Co. Limited,
Yupei Nantong Logistics Property Development Co., Limited, Yupei
Jiangsu Logistics Property Development Co., Limited, Yupei Logistics
Property Development 3 Co., Limited, Yupei Guangzhou Logistics
Property Development Co., Limited, Hongkong Yupei Logistics Property
Development Co., Limited, Yupei Logistics Property Development 6
Co., Limited, Yupei Global Development Co., Limited, Yupei Southwest
China Logistics Property Development Co., Limited, Yupei Logistics
Property Development 8 Co., Limited, Yupei Logistics Property
Development 1 Co., Limited, Yupei Zhujiang Logistics Property
Development Co., Limited, Yupei North China Logistics Property
Development Co., Limited, Yupei Logistics Property Development 7
Co., Limited, Yupei Logistics Property Development 9 Co., Limited,
Yupei Logistics Property Development 2 Co., Limited, Yupei Logistics
Property Development 4 Co., Limited, Yupei Central China Logistics
Property Development Co., Limited, Yupei Xianyang Logistics Property
Development Co., Limited, Yupei Logistics Property Development
11 Co., Limited, Yupei Anhui Logistics Property Development Co.
Limited, Yupei Logistics Property Development 5 Co., Limited, Yupei
Fujian Logistics Property Development Co., Limited, Yupei Logistics
Property Development 13 Co., Limited, Yupei Logistics Property
Development 16 Co., Limited, Yupei Logistics Property Development
17 Co., Limited, Yupei Logistics Property Development 18 Co.,
Limited, Yupei Logistics Property Development 19 Co., Limited,
Yupei Logistics Property Development 20 Co., Limited, Yupei (China)
Logistics Property Development Co., Limited, Yupei Sichuan Logistics
Property Management Co., Ltd, Yupei Harbin Logistics Property
Management Co., Ltd, Yupei Zhejiang Logistics Property Management
Co., Ltd, Yupei Nantong Logistics Property Management Co., Ltd,
Yupei Jiangsu Logistics Property Management Co., Ltd, Yupei Logistics
Property Management 3 Co., Ltd, Yupei Guangzhou Logistics Property
Management Co., Ltd, Yupei Hefei Logistics Property Management
Co., Ltd, Yupei Global Investment Management Co., Ltd 宇 培 環
球 投 資 管 理 有 限 公 司, Yupei Southwest China Logistics Property
Management Co., Ltd, Yupei North East China Logistics Property
Management Co., Ltd, Yupei Logistics Property Management 1 Co.,
Ltd, Yupei Zhujiang Logistics Property Management Co., Ltd, Yupei
North China Logistics Property Management Co., Ltd, Yupei Jiaxing
Logistics Property Management Co., Ltd, Yupei South China Logistics
Property Management Co., Ltd, Yupei Logistics Property Management
2 Co., Ltd, Yupei Logistics Property Management 4 Co., Ltd, Yupei
Central China Logistics Property Management Co., Ltd, Yupei
Xianyang Logistics Property Management Co., Ltd, Yupei Logistics
Property Management 11 Co., Ltd, Yupei Anhui Logistics Property
Management Co., Ltd, Yupei Huating Logistics Property Management
Co., Ltd, Yupei Fujian Logistics Property Management Co., Ltd, Yupei
Logistics Property Management 13 Co., Ltd, Yupei Logistics Property
—7—DEFINITIONS
Management 16 Co., Ltd, Yupei Logistics Property Management 17 Co.,
Ltd, Yupei Logistics Property Management 18 Co., Ltd, Yupei Logistics
Property Management 19 Co., Ltd, Yupei Logistics Property Management
20 Co., Ltd, China Yupei Logistics Property Development Co., Ltd 中 國
宇 培 物 流 資 產 發 展 有 限 公 司, Yupei International Logistics Property
Management Co., Ltd 宇培國際物流資產管理有限公司, China Logistics
Property Investment Management Co., Ltd 中 國 物 流 資 產 投 資 管 理 有 限
公 司, Seed Beijing Company Limited, Seed Chuzhou Company Limited,
Seed Wuhan Company Limited, Seed Changchun Company Limited,
Seed Kunshan Company Limited, Seed Shenbei Company Limited,
Seed Wuhu Company Limited, Seed Feidong Company Limited, Seed
Tianjin Binhai Company Limited, Seed Holding Company II, Limited,
Seed Jiaxing Company Limited, Seed Suzhou Company Limited, Seed
Zhaoqing Company Limited, Seed Nantong Company Limited, Seed
Harbin Company Limited and Seed Chengdu Company Limited, and any
other Restricted Subsidiary which shall guarantee the payment of the Bonds
pursuant to the Trust and the Bonds
“Trust Deed” the trust deed (as amended or supplemented from time to time) between,
among others, the Company, the Subsidiary Guarantors and the Trustee
to set out the rights and obligations between the Company, the Subsidiary
Guarantors and the Trustee in relation to the Bonds. Save for certain
trustee-related and administrative provisions, there will be no conflict
between the Trust Deed and the Conditions, and the Conditions are
included in the Trust Deed as a schedule
“Trustee” Citicorp International Limited
“U.S. Securities Act” the United States Securities Act of 1933, as amended
“Unrestricted Subsidiary” (1) as of the Closing Date, BG Management Hong Kong Limited, Yupei
Logistics Property Fund I Limited Partnership, Yupei Logistics Property
Management 22 Co., Ltd and Yupei Logistics Property Fund Management
I Co., Ltd and their respective subsidiaries; (2) any subsidiary of the
Company that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board in the manner provided in the Trust
Deed; and (3) any subsidiary of an Unrestricted Subsidiary
“US$” United States dollars, the lawful currency of the United States of America
“Voting Stock” with respect to any Person, Capital Stock of any class or kind ordinarily
having the power to vote for the election of directors, managers or other
voting members of the governing body of such Person
“VWAP” volume weighted average prices
“%” per cent.
References to times and dates in this circular are to Hong Kong times and dates.
—8—LETTER FROM THE BOARD
China Logistics Property Holdings Co., Ltd
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1589)
Executive Directors: Registered Office:
Mr. Li Shifa (Chairman) 4th Floor, Harbour Place
Mr. Wu Guolin 103 South Church Street
Ms. Li Huifang P.O. Box 10240
Mr. Chen Runfu Grand Cayman KY1-1002
Mr. Cheuk Shun Wah Cayman Islands
Ms. Shi Lianghua
Mr. Xie Xiangdong Principal Place of Business in
Hong Kong:
Non-Executive Directors: Unit 3213, Cosco Tower
Mr. Huang Xufeng 183 Queen’s Road Central
Ms. Li Qing Sheung Wan
Mr. Fu Bing Hong Kong
Independent Non-Executive Directors: 27 July 2020
Mr. Guo Jingbin
Mr. Fung Ching Simon
Mr. Wang Tianye
Mr. Leung Chi Ching Frederick
Mr. Chen Yaomin
To the Shareholders
Dear Sir/Madam,
PROPOSED ISSUE OF
US$100,000,000 6.95% CONVERTIBLE BONDS DUE 2025
UNDER SPECIFIC MANDATE
INTRODUCTION
Reference is made to the Announcements in relation to the proposed issue of the Bonds under the
Specific Mandate.
—9—LETTER FROM THE BOARD
The purpose of this circular is to provide you with information in respect of, among other things, (i)
further details of the Subscription Agreement and the transactions contemplated thereunder (including the
issue of the Bonds under the Specific Mandate); and (ii) the notice of the EGM.
On 29 June 2020, the Company, the Subsidiary Guarantors and the Purchaser entered into the
Subscription Agreement in relation to the issue of the Bonds.
Details of the Subscription Agreement are set out below:
THE SUBSCRIPTION AGREEMENT
Date
29 June 2020
Parties to the Subscription Agreement
(a) the Company;
(b) the Subsidiary Guarantors; and
(c) the Purchaser.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries,
the Purchaser (including its ultimate beneficial owners) is an independent third party and not a connected
person of the Company.
Subscription of the Bonds
Subject to fulfilment of the conditions under the section headed “Conditions to the Subscription
Agreement” below, (i) the Company agreed to issue the Bonds; (ii) the Subsidiary Guarantors agreed to
provide Subsidiary Guarantees; and (iii) the Purchaser agreed to subscribe the Bonds.
Completion of the issue of the Bonds (including the delivery of the Bonds) will take place at the same
time upon the payment of the subscription monies by the Purchaser to the Company as provided in the
Subscription Agreement.
The Bonds will not be offered to the public in Hong Kong. The Bonds and the Subsidiary Guarantees
have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state
of the United States or other jurisdiction, and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and any applicable state or local securities law in the United States.
— 10 —LETTER FROM THE BOARD
Conditions to the Bond Issue
The obligation of the Purchaser to purchase the Bonds on the Closing Date is subject to the
performance by the Company and each of the Subsidiary Guarantors of their respective covenants and
other obligations hereunder and to the following additional conditions to be satisfied on or before the CP
Satisfaction Date unless otherwise set out below:
(a) Representations and Warranties. The representations and warranties of the Company and the
Subsidiary Guarantors contained in the Subscription Agreement shall be true and correct on
the date of the Subscription Agreement, the CP Satisfaction Date, the Publication Date and the
Closing Date;
(b) No Material Adverse Change and an Officer’s Certificate. The Purchaser shall have received
on and as of the CP Satisfaction Date a confirmation of the Company that there is no material
adverse change in the condition (financial or otherwise), results of operations, business or
prospectus of the Company and its subsidiaries taken as a whole;
(c) Opinion of U.S. Counsel for the Company and the Subsidiary Guarantors. A U.S legal opinion
having been delivered from the counsel to the Company and the Subsidiary Guarantors to the
Purchaser in form and substance reasonably satisfactory to the Purchaser;
(d) Opinion of Hong Kong Counsel for the Company and the Subsidiary Guarantors. A Hong
Kong legal opinion having been delivered from the counsel to the Company and the Subsidiary
Guarantors to the Purchaser in form and substance reasonably satisfactory to the Purchaser;
(e) Opinion of Cayman Islands Counsel for the Company and the Subsidiary Guarantors. A Cayman
legal opinion having been delivered from the counsel to the Company and the Subsidiary
Guarantors to the Purchaser in form and substance reasonably satisfactory to the Purchaser;
(f) Opinion of British Virgin Islands Counsel for the Company and the Subsidiary Guarantors. A
British Virgin Islands legal opinion having been delivered from the counsel to the Company and
the Subsidiary Guarantors to the Purchaser in form and substance reasonably satisfactory to the
Purchaser;
(g) Opinion of English Counsel for the Purchaser. An English legal opinion having been delivered
from the counsel for the Purchaser to the Purchaser in form and substance reasonably
satisfactory to the Purchaser;
(h) Opinion of PRC Counsel for the Purchaser. A PRC legal opinion having been delivered from the
counsel for the Purchaser to the Purchaser in form and substance reasonably satisfactory to the
Purchaser;
(i) Depositary. The Bonds shall have been declared eligible for clearance and settlement through
Euroclear and Clearstream;
— 11 —LETTER FROM THE BOARD
(j) Approval of Issuance and Sale of Bonds. The Company shall have provided to the Purchaser
copies of the resolutions of the board of directors of the Company, authorising the execution and
delivery of the Subscription Agreement, the other relevant transaction documents and the Bonds,
the issue and allotment of the Conversion Shares, and performance of the Company’s obligations
thereby, and extracts of the resolutions of the Shareholders approving the allotment and issue
of the Conversion Shares; each Subsidiary Guarantor shall have provided to the Purchaser
copies of resolutions of the board of directors and shareholders (to the extent required) of such
Subsidiary Guarantor, authorising the execution and delivery of the Subscription Agreement and
the respective Subsidiary Guarantee, and performance of the Subsidiary Guarantor’s obligations
thereby;
(k) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule,
regulation or order shall have been enacted, adopted or issued by any governmental or regulatory
authority or stock exchange that would prevent the issuance or sale of the Bonds or the issuance
of the Subsidiary Guarantees; and no injunction or order of any court shall have been issued that
would prevent the issuance or sale of the Bonds or the issuance of the Subsidiary Guarantees, as
confirmed by a certificate of an executive officer of the Company;
(l) Trust Deed, Agency Agreement and Bonds. The Trust Deed and the Agency Agreement shall
have been duly executed and delivered by a duly authorised officer of the Company, each of the
Subsidiary Guarantors, the Trustee and the agents named therein (as the case may be) by no later
than the CP Satisfaction Date, and the Bonds shall have been duly executed and delivered by a
duly authorised officer of the Company and duly authenticated in the manner provided for in the
Trust Deed on the Closing Date;
(m) Exchange Listing. The Bonds shall have been approved for listing on the Stock Exchange,
subject to official notice of issuance and the Stock Exchange shall have agreed to list the
Conversion Shares upon the exercise of the conversion rights attaching to the Bonds; and
(n) NDRC Approval. The Company shall have delivered to the Purchaser a certificate signed by
an executive officer of the Company confirming the NDRC approval after having made a
reasonable assessment.
To the extent that any of the foregoing conditions precedent is not satisfied on or prior to the CP
Satisfaction Date despite the good faith efforts of the Company and the Subsidiary Guarantors, the
Company shall provide to the Purchaser all relevant information as to why such conditions precedent
cannot be satisfied. The Purchaser may at its sole discretion waive in writing the satisfaction by the
Company or any of the Subsidiary Guarantors of any of the foregoing conditions precedent or extend the
time for such satisfaction.
Save for condition (j), none of the foregoing conditions precedent have been satisfied as at the Latest
Practicable Date.
— 12 —LETTER FROM THE BOARD
Shareholders’ Lock-up Undertaking
Mr. Li Shifa has agreed to undertake that, for a period from the date of the Subscription Agreement
until 30 days from the Closing Date, neither he nor his nominee nor any person acting on his behalf will
(except with the prior written approval of the Purchaser) (i) issue, offer, sell, contract to sell, pledge,
encumber or otherwise dispose of, or grant options or contracts, issue warrants or offer rights entitling
persons to subscribe or purchase, directly or indirectly, any interest in any of the Relevant Shares or
securities of the same class as the Relevant Shares, or any securities exchangeable for or convertible into
or exercisable for the Relevant Shares or securities of the same class as the Relevant Shares, the Relevant
Securities, or warrants or other rights to purchase the Relevant Shares or any security or financial product
whose value is determined directly or indirectly by reference to the price of the Relevant Shares, including
equity swaps, forward sales and options representing the right to receive any Relevant Shares; (ii) enter into
any swap or other arrangement that transfers to others, in whole or in part, directly or indirectly, any of the
economic consequences of ownership of the Relevant Shares or the Relevant Securities; (iii) enter into any
transaction with the same economic effect as, or which is designed to, or which may reasonably be expected
to result in, or agree to do, any of the foregoing, whether any such swap or transaction of the kind described
in (i), (ii) or (iii) is to be settled by delivery of Relevant Shares, Relevant Securities or other securities, in
cash or otherwise or (iv) announce or otherwise make public an intention to do any of the foregoing.
Voting Undertaking
The Company has procured Mr. Li Shifa to execute and deliver to the Purchaser a letter of irrevocable
voting undertaking dated 29 June 2020 to vote in favour of such relevant resolutions as may be required for
the issue of the Convertible Bonds at the EGM in respect of all relevant Shares being held by him.
Termination
The Subscription Agreement may be terminated in the absolute discretion of the Purchaser, by notice
to the Company, if after the execution and delivery of the Subscription Agreement and on or prior to the CP
Satisfaction Date any of the conditions precedent is not satisfied or waived.
PRINCIPAL TERMS OF THE BONDS
The principal terms of the Bonds are summarized below:
Status of the Bonds: The Bonds will constitute direct, unconditional, unsubordinated and
unsecured obligations of the Company and shall at all times rank
pari passu and without any preference or priority among themselves
Denomination: US$200,000 each and integral multiples of US$1,000 in excess
thereof
Principal amount of the Bonds: US$100,000,000, convertible into fully paid ordinary shares with a
par value of US$0.0000625 each in the issued and paid up capital of
the Company
Maturity: Unless previously redeemed, converted or purchased and cancelled
as provided in the Conditions, the Company shall redeem each Bond
at its principal amount together with accrued and unpaid interest
thereon on the Maturity Date
— 13 —LETTER FROM THE BOARD
Maturity Date: 5 years from the Closing Date
Guarantees: The Bonds will be guaranteed by the Subsidiary Guarantors whose
obligations are direct, unconditional and unsubordinated
Bondholder Put Date: 3 years from the Closing Date
Issue Price: 100% of the principal amount
Coupon: 6.95% per annum, payable semi-annually in arrear
Put Price: 100.00% of the principal amount
Redemption Price: 100.00% of the principal amount
Initial Conversion Price: The Initial Conversion Price of HK$3.19 per Share represents:
(a) a premium of approximately 2.68% over the arithmetic average
of the daily VWAP of each Share on each of the 20 consecutive
trading days immediately prior to the date of the Subscription
Agreement in the amount of HK$3.1066;
(b) a discount of 5.06% to the closing price of the Shares of
HK$3.36 as quoted on the Stock Exchange on 29 June 2020,
which was the date of the Subscription Agreement; and
(c) a discount of 3.27% to the average closing price of the Shares
of HK$3.298 as quoted on the Stock Exchange for the five (5)
consecutive trading days prior to the date of the Subscription
Agreement.
The Initial Conversion Price was determined based on (i) a small
premium over the arithmetic average of the daily VWAP of each
Share on each of the 20 consecutive trading days immediately
prior to the date of the Subscription Agreement; and (ii) an arm’s
length negotiation between the Company and the Purchaser in May
2020 during which the Initial Conversion Price was preliminarily
determined to be close to the average closing price of the Shares
which was in the range of HK$2.8 to HK$2.9. The Initial Conversion
Price of HK$3.19 is also the same as that of the Existing Bonds.
Given it took time for finalising the relevant legal documentation
and for the Purchaser to conduct due diligence on the Group, the
Company and the Purchaser agreed on the detailed terms and
executed the Subscription Agreement in late June 2020. However,
the Share price moved up by the time when the Subscription
Agreement was entered into. The Initial Conversion Price
therefore represented a discount to the closing price of the Shares
as quoted on the Stock Exchange on the date of the Subscription
Agreement, and/or against the average closing price of the Shares
quoted on the Stock Exchange for the five (5) consecutive trading
— 14 —LETTER FROM THE BOARD
days prior to the Subscription Agreement. Given that the Bond Issue
would broaden the investor profile by introducing the Purchaser
whose ultimate controller is a reputable global credit specialist as a
strategic Shareholder and the Company has imminent funding needs
to repay the November 2020 Notes by using the net proceeds from
the Subscription, and it is intended that the investment in the Bonds
(with a terms of five years) will be a long term investment and the
Purchaser will be a long-term strategic investor of the Company,
the Company considered that the arithmetic average of the daily
VWAP of each Share on each of the 20 consecutive trading days
immediately prior to the date of the Subscription Agreement, is
more representative of the then current market value of the Shares
than the closing price of the Shares of a short period of time before
the date of the Subscription Agreement which is easily affected by
fluctuation of the relevant time. Therefore, the Company is of the
view that although the Initial Conversion Price represents a slight
discount to the relevant closing prices, it is still fair and reasonable
and in the interest of the Company and the Shareholders as a whole.
The Initial Conversion Price is subject to adjustment upon the
occurrence of certain prescribed events namely, consolidation,
subdivision, redesignation or reclassification of Shares,
capitalization of profits or reserves, distributions, rights issues of
Shares or options over Shares, rights issues of other securities,
issues at less than current market price, other issues at less than
current market price, modification of rights of conversion, other
offers to the Shareholders under the circumstances which the
Company or any of its subsidiaries issues, sells or distributes any
securities in connection with which an offer pursuant to which the
Shareholders generally are entitled to participate in arrangements
whereby such securities may be acquired by them (provided that
the Board considers that the adjustment as a result of such offers
to the Shareholders will be fair and reasonable to the Company as
such adjustment events are determined and within the control of the
Company), adjustment upon the occurrence of a Change of Control
(details of which are set out below), and other events determined by
the Company that an adjustment should be made to the conversion
price as a result of one or more events or circumstances not referred
to in the above after consulting an independent investment bank
that such adjustment would be fair and reasonable to take provided
that the per Share value of such adjustment shall not exceed the
per Share value of the dilution in the Shareholders’ interest in the
Company’s equity caused by such event.
— 15 —LETTER FROM THE BOARD
Details of the adjustment events to the conversion price of the Bonds
are set out as follows:
(a) Consolidation, Subdivision, Redesignation or Reclassification:
If and whenever there shall be an alteration to the nominal
value of the Shares as a result of consolidation, subdivision,
redesignation or reclassification, the conversion price shall be
adjusted by multiplying the conversion price in force immediately
before such alteration by the following fraction:
A
B
Where:
A is the nominal amount of one Share immediately after
such alteration; and
B is the nominal amount of one Share immediately before
such alteration.
Such adjustment shall become effective on the date such
consolidation, subdivision, redesignation or reclassification
takes effect.
(b) Capitalisation of Profits or Reserves:
(i) If and whenever the Company shall issue any Shares
credited as fully paid to the Shareholders by way of
capitalisation of profits or reserves (including any share
premium account) including Shares paid up out of
distributable profits or reserves and/or share premium
account (except any scrip dividend) and which would not
have constituted a distribution, the conversion price shall
be adjusted by multiplying the conversion price in force
immediately before such issue by the following fraction:
A
B
Where:
A is the aggregate nominal amount of the issued
Shares immediately before such issue; and
B is the aggregate nominal amount of the issued
Shares immediately after such issue.
Such adjustment shall become effective on the date of
issue of such Shares or if a record date is fixed therefor,
immediately after such record date.
— 16 —LETTER FROM THE BOARD
(ii) In the case of an issue of Shares by way of a scrip
dividend where the aggregate value of such Shares issued
by way of scrip dividend as determined by reference to
the Current Market Price per Share exceeds the amount
of the relevant cash dividend or the relevant part thereof
and which would not have constituted a distribution, the
conversion price shall be adjusted by multiplying the
conversion price in force immediately before the issue of
such Shares by the following fraction:
A+B
A+C
Where:
A is the aggregate nominal amount of the issued
Shares immediately before such issue;
B is the aggregate nominal amount of Shares issued
by way of such scrip dividend multiplied by a
fraction of which (i) the numerator is the amount of
the whole, or the relevant part, of the relevant cash
dividend for which Shareholders have elected to
receive as Shares issued by way of scrip dividend
and (ii) the denominator is the aggregate value of
such Shares issued by way of scrip dividend as
determined by reference to the Current Market Price
per Share; and
C is the aggregate nominal amount of Shares issued by
way of such scrip dividend,
or by making such other adjustment as an Independent
investment bank shall certify in writing to the Trustee is
fair and reasonable.
Such adjustment shall become effective on the date of
issue of such Shares issued by way of scrip dividend or
if a record date is fixed therefor, immediately after such
record date.
— 17 —LETTER FROM THE BOARD
(c) Distributions: If and whenever the Company shall pay or
make any distribution to the Shareholders (except to the
extent that the conversion price falls to be adjusted under
Condition (b) above), the conversion price shall be adjusted by
multiplying the conversion price in force immediately before
such distribution by the following fraction:
A–B
A
Where:
A is the Current Market Price per Share on the date on
which the distribution is first publicly announced; and
B is the Fair Market Value per Share.
Such adjustment shall become effective on the date that such
distribution is actually made or paid or if a record date is fixed
therefor, immediately after such record date. For the purpose of
the above, Fair Market Value shall be determined as at the date
on which the distribution is first publicly announced or, if later,
the first date on which the Fair Market Value of the relevant
distribution is capable of being determined as provided herein.
In making any calculation pursuant to this Condition (c),
such adjustments (if any) shall be made as an Independent
investment bank may consider appropriate to reflect (i) any
consolidation or subdivision of the Shares, (ii) issues of Shares
by way of capitalisation of profits or reserves, or any like or
similar event, (iii) the modification of any rights to dividends
of Shares or (iv) any change in the fiscal year of the Company.
— 18 —LETTER FROM THE BOARD
(d) Rights Issues of Shares or Options over Shares: If
and whenever the Company shall issue Shares to all or
substantially all Shareholders as a class by way of rights, or
issue or grant to all or substantially all Shareholders as a class
by way of rights, options, warrants or other rights to subscribe
for, purchase or otherwise acquire any Shares, in each case
at less than the Current Market Price per Share on the date
of the first public announcement of the terms of the issue or
grant, the conversion price shall be adjusted by multiplying
the conversion price in force immediately before such issue or
grant by the following fraction:
A+B
A+C
Where:
A is the aggregate number of Shares in issue immediately
before such announcement;
B is the number of Shares which the aggregate
consideration receivable for the Shares issued by way of
rights or for the options or warrants or other rights issued
or granted by way of rights and for the total number of
Shares comprised therein would subscribe for, purchase
or otherwise acquire at such Current Market Price per
Share; and
C is the aggregate number of Shares issued or, as the case
may be, comprised in the issue or grant.
Such adjustment shall become effective on the date of issue of
such Shares or issue or grant of such options, warrants or other
rights (as the case may be) or where a record date is set, the
first date on which the Shares are traded ex-rights, ex-options
or ex-warrants, as the case may be.
— 19 —LETTER FROM THE BOARD
(e) Rights Issues of Other Securities: If and whenever the
Company shall issue any securities (other than Shares or
options, warrants or other rights to subscribe for, purchase
or otherwise acquire Shares) to all or substantially all
Shareholders as a class by way of rights or grant to all or
substantially all Shareholders as a class by way of rights,
options, warrants or other rights to subscribe for, purchase or
otherwise acquire any securities (other than Shares or options,
warrants or other rights to subscribe for, purchase or otherwise
acquire Shares), the conversion price shall be adjusted by
multiplying the conversion price in force immediately before
such issue or grant by the following fraction:
A–B
A
Where:
A is the Current Market Price per Share on the date on
which such issue or grant is publicly announced; and
B is the Fair Market Value per Share on the date of such
announcement of the portion of the rights attributable to
one Share.
Such adjustment shall become effective on the date of issue of
the securities or the grant of such rights, options or warrants
(as the case may be) or where a record date is set, the first date
on which the Shares are traded ex-rights, ex-options or ex-
warrants, as the case may be. For the purpose of the above, Fair
Market Value shall be determined as at the date on which the
terms of such issue or grant are publicly announced or, if later,
the first date on which the Fair Market Value of the aggregate
rights attributable to the Shares in relation to such issue or
grant is capable of being determined as provided herein.
— 20 —LETTER FROM THE BOARD
(f) Issues at less than Current Market Price: If and whenever
the Company shall issue (otherwise than as mentioned in
Condition (d) above) any Shares (other than Shares issued on
the exercise of Conversion Rights or on the exercise of any
other rights of conversion into, or exchange or subscription for,
Shares) or shall issue or grant (otherwise than as mentioned in
Condition (d) above) any options, warrants or other rights to
subscribe for, purchase or otherwise acquire Shares, in each
case at a price per Share which is less than the Current Market
Price on the date of the first public announcement of the
terms of such issue, the conversion price shall be adjusted by
multiplying the conversion price in force immediately before
such issue by the following fraction:
A+B
C
Where:
A is the aggregate number of Shares in issue immediately
before the issue of such additional Shares or the grant of
such options, warrants or other rights to subscribe for,
purchase or otherwise acquire any Shares;
B is the number of Shares which the aggregate
consideration receivable for the issue of the maximum
number of Shares to be issued or the exercise of such
options, warrants or other rights would purchase at such
Current Market Price per Share; and
C is the aggregate number of Shares in issue immediately
after the issue of such additional Shares.
References to additional Shares in the above formula shall, in
the case of an issue by the Company of options, warrants or
other rights to subscribe for, purchase or otherwise acquire
Shares, mean such Shares to be issued assuming that such
options, warrants or other rights are exercised in full at the
initial exercise price on the date of issue of such options,
warrants or other rights.
Such adjustment shall become effective on the date of issue of
such additional Shares or, as the case may be, the issue of such
options, warrants or other rights.
— 21 —LETTER FROM THE BOARD
(g) Other Issues at less than Current Market Price: Save in
the case of an issue of securities arising from a conversion
or exchange of other securities in accordance with the terms
applicable to such securities themselves falling within this
Condition (g), if and whenever the Company or any of its
subsidiaries (otherwise than as mentioned in Conditions (d),
(e) or (f)), or (at the direction or request of or pursuant to any
arrangements with the Company or any of its Subsidiaries)
any other company, person or entity shall issue any securities
(other than the Bonds) which by their terms of issue carry
rights of conversion into, or exchange or subscription for,
Shares to be issued by the Company upon conversion,
exchange or subscription at a consideration per Share which
is less than the Current Market Price on the date of the first
public announcement of the terms of issue of such securities,
the conversion price shall be adjusted by multiplying the
conversion price in force immediately before such issue by the
following fraction:
A+B
A+C
Where:
A is the aggregate number of Shares in issue immediately
before such issue;
B is the number of Shares which the aggregate
consideration receivable by the Company for the Shares
to be issued on conversion or exchange or on exercise of
the right of subscription attached to such securities would
purchase at such Current Market Price per Share; and
C is the maximum number of Shares to be issued on
conversion or exchange of such securities or on the
exercise of such rights of subscription attached thereto at
the initial conversion, exchange or subscription price or
rate on the issue date of such securities.
Such adjustment shall become effective on the date of issue of
such securities.
— 22 —LETTER FROM THE BOARD
(h) Modification of Rights of Conversion etc.: If and whenever
there shall be any modification of the rights of conversion,
exchange or subscription attaching to any such securities as
are mentioned in Condition (g) (other than in accordance with
the terms of such securities) so that the consideration per Share
(for the number of Shares available on conversion, exchange
or subscription following the modification) is reduced below
the Current Market Price on the date of announcement of
the proposals for such modification, the conversion price
shall be adjusted by multiplying the conversion price in
force immediately before such modification by the following
fraction:
A+B
A+C
Where:
A is the aggregate number of Shares in issue immediately
before such modification;
B is the maximum number of Shares which the aggregate
consideration receivable by the Company for the Shares
to be issued on conversion or exchange or on exercise
of the right of subscription attached to the securities so
modified would purchase at such Current Market Price
per Share or, if lower, the existing conversion, exchange
or subscription price of such securities; and
C is the maximum number of Shares to be issued on
conversion or exchange of such securities or on the
exercise of such rights of subscription attached thereto at
the modified conversion, exchange or subscription price
or rate but giving credit in such manner as an Independent
investment bank considers appropriate (if at all) for
any previous adjustment under this Condition (h) or
Condition (g).
Such adjustment shall become effective on the date of modification
of the rights of conversion, exchange or subscription attaching to
such securities.
— 23 —LETTER FROM THE BOARD
(i) Other Offers to Shareholders: If and whenever the Company
or any of its Subsidiaries or (at the direction or request of or
pursuant to any arrangements with the Company or any of
its subsidiaries) any other company, person or entity issues,
sells or distributes any securities in connection with an offer
pursuant to which the Shareholders generally are entitled to
participate in arrangements whereby such securities may be
acquired by them (except where the conversion price falls to
be adjusted under Condition (d), Condition (e), Condition (f)
or Condition (g)), the conversion price shall be adjusted by
multiplying the conversion price in force immediately before
such issue, sale or distribution by the following fraction:
A–B
A
Where:
A is the Current Market Price per Share on the date
on which such issue, sale or distribution is publicly
announced; and
B is the Fair Market Value of the portion of the rights
attributable to one Share.
Such adjustment shall become effective on the date of issue,
sale or distribution of the securities. For the purpose of the
above, Fair Market Value shall be determined as at the date on
which the terms of such issue, sale or distribution of securities
are first publicly announced or, if later, the first date on which
the Fair Market Value of the portion of the aggregate rights
attributable to the Shares is capable of being determined as
provided herein. The Board considers that the adjustment
as a result of such offers to the Shareholders is fair and
reasonable to the Company because such adjustment events are
determined and within the control of the Company.
— 24 —LETTER FROM THE BOARD
(j) Adjustment upon Change of Control: If a Change of Control
shall occur, the Company shall give notice of that fact to
the Trustee and the Bondholders (the “Change of Control
Notice”) within 7 days of the occurrence of such Change of
Control. Following the giving of a Change of Control Notice,
upon any exercise of conversion rights such that the relevant
conversion date falls within 30 days following a Change of
Control, or, if later, 30 days following the date on which
the Change of Control Notice is given to the Trustee and
the Bondholders, the conversion price shall be adjusted in
accordance with the following formula:
OCP
NCP = c
1+(CP x t )
Where:
“NCP” means the new conversion price after such adjustment
(which, in any event, shall not be below HK$2.90 but for any
other adjustments that may be made under the Conditions,
except in the event of a Conversion Price Reset, in which case,
the new conversion price after such adjustment shall not be
below 85% of the Initial Conversion Price). The “NCP” of
HK$2.90 was approximate to the average prevailing market
price that the Shares were traded in May 2020 during which
the Purchaser and the Company negotiated and preliminarily
agreed on the initial terms of the Bond Issue in May 2020.
“OCP” means the conversion price before such adjustment. For
the avoidance of doubt, OCP shall be the conversion price in
effect on the relevant conversion date.
“CP” means the conversion premium of 2.68% expressed as a
fraction.
“c” means the number of days from and including the date the
Change of Control occurs to but excluding the Maturity Date.
“t” means the number of days from and including the Closing
Date to but excluding the Maturity Date.
The Bonds are freely transferrable subject to the Conditions
and the rules of the relevant clearing systems where applicable.
— 25 —You can also read
