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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.
This announcement appears for information purposes only and does not constitute an invitation or
offer to acquire, purchase or subscribe for any securities.
中國全通（控股）有限公司
China All Access (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 633)
ISSUE OF SHARES UNDER SPECIFIC MANDATE
PURSUANT TO THE INITIAL NOTES
SUBSCRIBED BY ASIA EQUITY VALUE LTD
Pursuant to the terms and conditions of the Initial Notes, the Company allotted and
issued in aggregate 5,772,444 Shares to AEV (as holder of the Initial Notes) on 27
March 2015 to repay in aggregate HK$14,257,937.5 (comprising repayment of
Quarterly Installment of HK$10,000,000 and Interests of HK$4,257,937.5) due
under the Initial Notes.
Reference is made to the circular of China All Access (Holdings) Limited (the
“Company”) dated 2 February 2015 (the “Circular”) and the Company’s
announcement dated 18 February 2015 in relation to, among other matters, the
Specific Mandate sought from the Shareholders for the allotment and issue of Shares,
at the option of the Company, to repay Interest and/or Quarterly Installment due
under the Initial Notes pursuant to the terms and conditions thereof. Terms used
herein shall have the same meanings as defined in the Circular unless the context
requires otherwise.
ISSUE OF REPAYMENT SHARES AND INTEREST SHARES
Pursuant to the terms and conditions of the Initial Notes, AEV (as holder of the Initial
Notes) elected to defer part of the Quarterly Installment due on 27 March 2015 in the
aggregate amount of HK$44,590,000 to the next succeeding payment date (that is, 27
June 2015) and the Company elected to repay in aggregate HK$14,257,937.5
(comprising repayment of Quarterly Installment of HK$10,000,000 and Interests of
— 1 —
HK$4,257,937.5) due on 27 March 2015 under the Initial Notes in Repayment Shares
and Interest Shares. The conditions precedent to the issue of such Shares have been
fulfilled and a total of 5,772,444 Shares (comprising 4,048,583 Repayment Shares
and 1,723,861 Interest Shares) were allotted and issued to AEV (as holder of the
Initial Notes) on 27 March 2015, subject to the amortization mechanisms as set out
on pages 12 and 21 of the Circular, pursuant to the Specific Mandate.
The Board considers that the Company’s election to repay Quarterly Installment and
Interests in Shares under the terms and conditions of the Initial Notes allows the
Company to reduce its debt and increase its equity base, resulting in lower debt to
equity ratio.
Number of Shares Issued
The aggregate of 5,772,444 Shares (which are fully-paid ordinary Shares upon issue),
having an aggregate nominal value of HK$57,724.44, represent approximately 0.34%
of the issued share capital of the Company immediately before and after the allotment
and issue of such Shares.
Issue Price per Share
The issue price for such Shares was HK$2.47 per Share (the “Issue Price”), which
was determined based on the calculation mechanisms as set out on pages 11 and 21
of the Circular (that is, 92% of the arithmetic average of the five lowest VWAP in
respect of one Share from 26 February 2015 to 25 March 2015 (both days inclusive)).
The Issue Price represents:
(i) a discount of about 14.83% to the closing price of HK$2.90 per Share as quoted
on the Stock Exchange on 26 March 2015;
(ii) a discount of about 13.88% to the average closing price of about HK$2.868 per
Share as quoted on the Stock Exchange for the five consecutive trading days
from 20 March 2015 to 26 March 2015 (both days inclusive); and
(iii) a discount of about 11.72% to the average closing price of about HK$2.798 per
Share as quoted on the Stock Exchange for the ten consecutive trading days from
13 March 2015 to 26 March 2015 (both days inclusive).
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Rights and Ranking of the Shares Issued
The Repayment Shares and Interest Shares rank pari passu with, and carry the same
rights in all respects as, the Shares in issue on the date of issue of such Interest
Shares and Repayment Shares.
GENERAL INFORMATION ON THE GROUP
The Company is an investment holding company. The activities of its principal
operating subsidiaries include provision of integrated information communication
application solutions and services, and research and development and production of
a wide spectrum of products and parts in the supply chain of various types of mobile
terminals.
GENERAL INFORMATION ON AEV
To the best of the Directors’ knowledge, information and belief having made all
reasonable enquiry, (i) AEV is a limited liability company incorporated in the British
Virgin Islands and is principally engaged in investment activities; and (ii) AEV is not
a connected person (as defined in the Listing Rules) of the Company.
— 3 —
SHAREHOLDING STRUCTURE OF THE COMPANY
Set out below is the shareholding structure of the Company immediately before and
after the allotment and issue of in aggregate 5,772,444 Shares to AEV on 27 March
2015:
Immediately before the Immediately after the
allotment and issue of allotment and issue of
5,772,444 Shares on 27 5,772,444 Shares on 27
March 2015
March 2015
(Note 8)
No. of Shares
%
No. of Shares
%
Connected persons and
substantial shareholders
Mr. Chan Yuen Ming and
Creative Sector Limited
(Note 1)
Mr. Xiu Zhi Bao and his
controlled corporations
(Note 2)
ZTE (H.K.) Limited (Notes 3
and 4)
Sub-total:
547,996,000
32.65
547,996,000
32.54
186,577,469
11.12
186,577,469
11.08
139,543,493
874,116,962
8.32
52.09
139,543,493
874,116,962
8.29
51.91
Public
Chance Talent Management
Limited (Notes 5 and 6 )
AEV (Note 7)
Other public shareholders
18,226,000
7,658,787
778,153,167
1.09
0.46
46.37
18,226,000
13,431,231
778,153,167
1.08
0.80
46.21
Sub-total:
804,037,954
47.91
804,037,954
48.09
1,678,154,916
100.00
1,683,927,360
100.00
Total:
Notes:
(1)
Mr. Chan Yuen Ming, an executive Director, is deemed to be interested in all the Shares in which
Creative Sector Limited (the entire issued share capital of which is wholly-owned by him) is
interested by virtue of the SFO.
(2)
Mr. Xiu Zhi Bao, an executive Director, is deemed to be interested in all the Shares in which
Novel Ray Investments Limited and Abundant Plus Investments Limited (the entire issued share
capital of both of which are wholly-owned by him) are interested by virtue of the SFO.
— 4 —
(3)
As at the date of this announcement, ZTE (H.K.) Limited is interested in convertible bonds in
the principal amount of HK$350,000,000 which may be converted into up to 109,375,000 Shares
at the initial conversion price of HK$3.20 per Share (subject to adjustment). No conversion has
been made as of the date of this announcement.
(4)
ZTE Corporation is deemed to be interested in all the Shares in which ZTE (H.K.) Limited, its
wholly-owned subsidiary, is interested by virtue of the SFO. As at the date of this announcement,
ZTE (H.K.) Limited is a connected person of the Company at the subsidiary level as ZTE
Corporation and its controlling shareholder(s) hold more than 10% equity interest in certain
subsidiaries of the Company.
(5)
Central Huijin Investment Ltd. holds approximately 57.26% equity interest in China
Construction Bank Corporation, which in turn holds directly or indirectly the entire issued share
capital in the direct and indirect holding companies of each of Chance Talent Management
Limited and Prosper Talent Limited, namely CCB International Group Holdings Limited, CCB
Financial Holdings Limited, CCB International (Holdings) Limited and CCBI Investments
Limited (collectively, the “CCB Subsidiaries”). Therefore, each of Central Huijin Investment
Ltd., China Construction Bank Corporation and the CCB Subsidiaries is deemed to be interested
in all the Shares in which Chance Talent Management Limited and Prosper Talent Limited are
interested by virtue of the SFO.
(6)
As at the date of this announcement, Chance Talent Management Limited is interested in
convertible notes in the principal amount of HK$200,000,000 which may be converted into up
to 70,200,070 Shares at the adjusted conversion price of HK$2.849 per Share (subject to further
adjustment). No conversion has been made as of the date of this announcement.
(7)
As at the date of this announcement, AEV is interested in the Initial Notes (with a total
outstanding principal amount of HK$217,090,000 as at the date of this announcement) and has
a right to subscribe for the Additional Notes on or before 15 July 2015. No conversion has been
made by AEV under the Initial Notes as of the date of this announcement. Please refer to the
Circular for further information regarding the Initial Notes and the Additional Notes.
(8)
The information shown is based on the disclosure of interest of the relevant shareholders (as the
case may be) under Part XV of the SFO up to the date of this announcement.
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FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS
Save as mentioned below, the Company had not conducted any equity fund raising
activities in the past 12 months from the date of this announcement.
Intended use of
net proceeds as
announced
Date of
announcement
Fund raising
activitiy
14 April 2014
Top-up placing of
120,000,000 Shares
at HK$3.20 per
Share pursuant to
the 2013 General
Mandate
Estimated net
proceeds of
approximately
HK$373 million as
funding for business
development
purpose
— 6 —
Actual use of net
proceeds as of the
date of this
announcement
Fully utilized as to
(i) RMB204 million
(equivalent to
approximately
HK$261 million) for
settling the final
instalment of the
consideration for
acquisition of 51%
equity interests of
Shenzhen City
Changfei Investment
Company Limited
(深圳市長飛投資有
限公司) and (ii)
approximately
HK$112 million as
prepayment for
procurements by the
Group for the
provision of
wireless data
communications
application solutions
and services.
Intended use of
net proceeds as
announced
Actual use of net
proceeds as of the
date of this
announcement
Date of
announcement
Fund raising
activitiy
23, 24 and 27
June 2014
Issue of the Initial
Notes in the total
principal amount of
HK$230,000,000
due 2016 by the
Company for
subcription by AEV
pursuant to the 2013
General Mandate
Estimated net
proceeds of
approximately
HK$229 million to
repay part of the
existing convertible
notes issued by the
Company and for
business
development
purpose
Fully utilized in
financing
procurements by the
Group for the
provision of
communication
solutions and
services by the
Group to its
customers outside
Mainland China for
the purpose of
developing the
overseas market
21 November
2014 and 3
December
2014
Placing of
133,332,000 Shares
at HK$3.00 per
Share pursuant to
the general mandate
granted to the
Directors at the
annual general
meeting of the
Company held on
27 June 2014
Estimated net
proceeds of
approximately
HK$391 million as
funding for
repayment of
borrowings and/or
debt securities and
for business
development
purpose
Fully utilized as to
(i) approximately
39% (approximately
HK$152 million) as
pledged bank
deposit for securing
banking facilities in
the PRC; (ii)
approximately 18%
(approximately
HK$70 million) as
additional paid up
capital of a
wholly-owned
subsidiary in the
PRC; and (iii) the
balance
(approximately
HK$169 million) as
general working
capital of the Group
— 7 —
Intended use of
net proceeds as
announced
Date of
announcement
Fund raising
activitiy
23 December
2014 and 26
February 2015
Issue of the
convertible bonds in
the total principal
amount of
HK$350,000,000
due 2017 by the
Company for
subcription by ZTE
(H.K.) Limited
pursuant to the
specific mandate
granted to the
Directors at the
extraordinary
general meeting
held on 5 February
2015
Estimated net
proceeds of
approximately
HK$349 million to
repay outstanding
borrowings and/or
debt securities and
for business
development
purposes.
Actual use of net
proceeds as of the
date of this
announcement
Utilized as to (i)
about HK$102.5
million for
redemption
(including payment
for outstanding
principal and
interest) of the
HK$100 million
10% guaranteed
notes issued by the
company upon
maturity in February
2015; and (ii) about
HK$121.5 million
for repayment of
revolving credit
facilities utilized by
the Group.
By order of the Board
China All Access (Holdings) Limited
Shao Kwok Keung
Chief Executive Officer
Hong Kong, 27 March 2015
As at the date of this announcement, the executive Directors are Mr. Chan Yuen Ming, Mr. Shao Kwok
Keung and Mr. Xiu Zhi Bao; the non-executive Director is Mr. Xu Qiang; and the independent
non-executive Directors are Mr. Pun Yan Chak, Mr. Wong Che Man Eddy and Mr. Lam Kin Hung
Patrick.
— 8 —