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Joint Announcement

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Joint Announcement Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement. This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities in CAP. JOINT ANNOUNCEMENT CHINA AGRI-PRODUCTS EXCHANGE LIMITED PNG Resources Holdings Limited 中國農產品交易有限公司 PNG資源控股有限公司 (Incorporated in Bermuda with limited liability) (Incorporated in the Cayman Islands and (Stock Code: 0149) continued in Bermuda with limited liability) (Stock Code: 221) (A) PROPOSED CAPITAL REORGANISATION (A) MAJOR TRANSACTION IN RELATION TO THE INVOLVING SHARE CONSOLIDATION AND SUBSCRIPTION OF RIGHTS SHARES COMPRISING CAPITAL REDUCTION THE FULL ACCEPTANCE OF PROVISIONAL (B) CHANGE IN BOARD LOT SIZE ENTITLEMENT AND THE EXCESS APPLICATION (C) PROPOSED RIGHTS ISSUE IN THE PROPORTION FOR RIGHTS SHARES UNDER THE PNG OF EIGHT (8) ADJUSTED SHARES FOR EVERY ONE IRREVOCABLE UNDERTAKING (1) ADJUSTED SHARE HELD ON THE RECORD DATE (B) APPLICATION FOR A WHITEWASH WAIVER AT HK$0.30 PER RIGHTS SHARE UNDER THE TAKEOVERS CODE IN CONNECTION (D) SPECIAL DEAL — REPAYMENT OF WITH THE SUBSCRIPTION OF THE RIGHTS SHAREHOLDER INDEBTEDNESS SHARES UNDER THE PNG IRREVOCABLE (E) SHAREHOLDERS’ APPROVAL OF WHITEWASH UNDERTAKING WAIVER UNDER THE TAKEOVERS CODE AND AND (C) RESUMPTION OF TRADING (F) RESUMPTION OF TRADING WAI YUEN TONG MEDICINE HOLDINGS LIMITED WANG ON GROUP LIMITED （位元堂藥業控股有限公司*） （宏安集團有限公司）* (Incorporated in Bermuda with limited liability) (Incorporated in Bermuda with limited liability) (Stock Code: 897) (Stock Code: 1222) (A) MAJOR TRANSACTION IN RELATION TO THE APPLICATION FOR A WHITEWASH WAIVER UNDERWRITING OF THE PROPOSED RIGHTS ISSUE UNDER THE TAKEOVERS CODE (B) APPLICATION FOR A WHITEWASH WAIVER UNDER THE TAKEOVERS CODE IN CONNECTION WITH THE UNDERWRITING OF RIGHTS SHARES UNDER THE UNDERWRITING AGREEMENT AND (C) RESUMPTION OF TRADING * For identification purpose only — 1 — UNDERWRITERS OF THE RIGHTS ISSUE FINANCIAL ADVISER TO CHINA AGRI-PRODUCTS EXCHANGE LIMITED CAPITAL REORGANISATION OF, AND RIGHTS ISSUE BY, CAP Capital Reorganisation and change in board lot size The CAP Board proposes to effect the Capital Reorganisation comprising: (i) a proposed Share Consolidation whereby every eight (8) CAP Shares of nominal value of HK$0.01 each in the issued share capital of CAP will be consolidated into one (1) Consolidated Share of nominal value of HK$0.08; (ii) a proposed Capital Reduction whereby: (a) the nominal value of all the issued Consolidated Shares shall be reduced from HK$0.08 each to HK$0.01 each and the issued share capital of CAP shall be reduced by HK$0.07 per Consolidated Share in issue; and (b) any fractional Consolidated Share in the issued share capital of CAP arising from the Share Consolidation shall be cancelled; and (iii) applying the credit arising from the Capital Reduction to set-off the accumulated loss of CAP. The CAP Shares are currently traded on the Stock Exchange in board lots of 4,000 CAP Shares. The board lot size of the Adjusted Shares will be changed to 5,000 Adjusted Shares after the Capital Reorganisation becomes effective. Please refer to Part A of this joint announcement for further details. Rights Issue CAP proposes to raise gross proceeds of approximately HK$517.3 million, before expenses, by way of the Rights Issue. CAP shall allot and issue 1,724,168,248 Rights Shares at the Subscription Price of HK$0.30 per Rights Share, on the basis of eight (8) Adjusted Shares for every one (1) Adjusted Share held on the Record Date. The Rights Issue is conditional on, among other things, the Capital Reorganisation becoming effective. Applications will be made to the Stock Exchange for the listing of, and the permission to deal in, the Adjusted Shares and the Rights Shares (in both nil-paid and fully-paid forms), as the case may be. Please refer to Part B of this joint announcement for further details. — 2 — THE CAP SGM The Capital Reorganisation is subject to, among other things, the passing of a special resolution by the CAP Shareholders approving the same at the CAP SGM. As the Rights Issue will result in an increase in CAP’s issued share capital by more than 50%, the Rights Issue is subject to, among other things, the approval by the CAP Independent Shareholders at the CAP SGM. CAP has established the Independent Board Committee to advise the CAP Independent Shareholders as to, among others, (i) whether the Rights Issue (including the Underwriting Agreement), the Special Deal and the Whitewash Waiver are fair and reasonable and in the interests of CAP and the CAP Shareholders as a whole, and (ii) voting by the CAP Independent Shareholders. CAP has also appointed Beijing Securities Limited as the Independent Financial Adviser to advise the Independent Board Committee and the CAP Independent Shareholders as to (i) whether the terms of the Rights Issue (including the Underwriting Agreement), the Special Deal and the Whitewash Waiver are fair and reasonable, and (ii) voting by the CAP Independent Shareholders. Use of proceeds of the Rights Issue and the Special Deal The net proceeds to be raised from the Rights Issue, which are estimated to be approximately HK$501.7 million (subject to a portion equal to the WYT Underwriter Subscription Amount that may be set-off against the outstanding aggregate principal amount owing by CAP to Winning Rich under the 2019 CAP Bonds, depending on whether WYT Underwriter is required to take up any of the Underwritten Shares that it has agreed to underwrite), are intended to be applied: (i) for the payment of construction costs in respect of CAP’s existing agricultural produce exchanges in the PRC, (ii) to repay outstanding and upcoming indebtedness of CAP (including indebtedness owed to the PNG Group, the WYT Group and the WOG Group), (iii) for general working capital purposes, and (iv) any remaining amounts for land acquisition opportunities in the PRC. The repayment by CAP of indebtedness owed to the WOG Group and the PNG Group constitutes a “special deal” under Rule 25 of the Takeovers Code and will be conditional upon obtaining the consent of the Executive under Note 5 to Rule 25 of the Takeovers Code. The Executive will normally consent to the Special Deal provided that: (i) the Independent Financial Adviser publicly states in its opinion that the Special Deal is an arm’s length transaction on normal commercial terms and that its terms are fair and reasonable, and (ii) it is approved by the CAP Independent Shareholders at the CAP SGM by way of poll. An application will be made to the Executive for its consent to the Special Deal pursuant to Note 5 to Rule 25 of the Takeovers Code. Please refer to the section headed “9. Use of proceeds of the Rights Issue” in Part B of this joint announcement for further details on how the net proceeds of the Rights Issue will be applied. — 3 — Effects on the shareholding structure of CAP as a result of the Capital Reorganisation and the Rights Issue Mailful Investments, a wholly-owned subsidiary of WOG, has irrevocably undertaken to CAP that it will not subscribe for any Rights Shares that will be provisionally allotted to it under the Rights Issue. The changes in the shareholding structure of CAP arising from the Capital Reorganisation and the Rights Issue are as follows: Immediately after completion of the Rights Issue, assuming all the Rights Shares Immediately after are subscribed by completion of the PNG Group the Rights Issue, pursuant to the assuming all the PNG Irrevocable Immediately after Rights Shares Undertaking and the Capital are subscribed by the Underwriters Reorganisation the Qualifying pursuant to the As at the date but before Shareholders Underwriting of this joint completion of other than the WOG Agreement announcement the Rights Issue Group (Note 4) (Notes 1, 2, 3 and 4) Number of Approximate Number of Approximate Number of Approximate Number of Approximate CAP Shares % Adjusted Shares % Adjusted Shares % Adjusted Shares % Concert Group PNG Group 346,192,728 20.08 43,274,091 20.08 389,466,819 20.08 559,466,819 28.84 WOG Group 467,500 0.03 58,437 0.03 58,437 0.003 58,437 0.003 WYT Group — — — — — — 660,000,000 34.03 Sub-total 346,660,228 20.11 43,332,528 20.11 389,525,256 20.08 1,219,525,256 62.87 Other CAP Shareholders Kingston (including subscribers procured by it) (Note 5) — — — — — — 547,975,520 28.25 Other public CAP Shareholders 1,377,508,023 79.89 172,188,503 79.89 1,550,164,023 79.92 172,188,503 8.88 Total 1,724,168,251 100.00 215,521,031 100.00 1,939,689,279 100.00 1,939,689,279 100.00 Notes: 1. Please refer to the section headed “Maintenance of public float” below. 2. Assuming all 170,000,000 Rights Shares applied for by Onger Investments by way of excess application pursuant to the PNG Irrevocable Undertaking are allocated to it. 3. This scenario is for illustration purpose only and is unlikely to occur since it assumes that: (i) the CAP Independent Shareholders have voted in favour of the Rights Issue at the CAP SGM, but (ii) no Qualifying Shareholder other than Onger Investments would take up their provisional entitlements under the Rights Issue, which is a complete misalignment between the voting behaviour of the CAP Independent Shareholders and their subscription for Rights Shares.
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