PDF《中国光大国际有限公司》

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere. China Everbright International Limited has not intended and does not intend to register any securities referred to in this announcement under the United States Securities Act of 1933, as amended (the US Securities Act ) and such securities may not be offered or sold in the United States of America absent registration under the US Securities Act or an applicable exemption from the registration requirements under the US Securities Act or any applicable state securities laws of the United States of America. Any public offering of securities in the United States of America will be made by means of a prospectus or offering memorandum that may be obtained from the issuer or selling security holder and that would contain detailed information regarding the issuer and its management, as well as financial statements. China Everbright International Limited does not intend to register any part of the offering in the United States of America or to conduct a public offering of securities in the United States of America. CHINA EVERBRIGHT INTERNATIONAL LIMITED 中国光大国际有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code : 257) CONNECTED TRANSACTIONS IN RELATION TO THE HONG KONG UNDERWRITING AGREEMENT AND THE INTERNATIONAL UNDERWRITING AGREEMENT IN CONNECTION WITH THE GLOBAL OFFERING OF CEWL References are made to the announcements of the Company in respect of the Proposed Separate Listing of CEWL. On

22 April 2019, the Company (as controlling shareholder of CEWL), CEWL (as the issuer), CEBC (as one of the joint sponsors), CEBS (as one of the Joint Global Coordinators and Hong Kong Underwriters) and CEBI (as one of the Joint Global Coordinators and Hong Kong Underwriters), among others, entered into the HKUA in respect of the Hong Kong Public Offering. C

1 C On

29 April 2019, the Company (as controlling shareholder of CEWL), CEWL (as the issuer) and CEBS (as one of the Joint Representatives on behalf of the International Underwriters), among others, entered into the IUA in respect of the International Offering. As at the date of this announcement, China Everbright Group is the controlling shareholder of the Company, indirectly holding approximately 41.95% equity interest in the Company. CEBC and CEBS are associates of China Everbright Group, through its equity interests in CE Securities. CEBI is also an associate of China Everbright Group, through its equity interests in CE Bank. Accordingly, CEBC, CEBS and CEBI are connected persons of the Company pursuant to the Listing Rules and the transactions contemplated under the Underwriting Agreements (including the payment of any underwriting commission and incentive fees (if any) to CEBS and CEBI, and CEBS'

s and CEBI'

s underwriting commitments of the Offer Shares under the Underwriting Agreements) constitute connected transactions for the Company under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the IUA (as aggregated with the HKUA) is less than 5% but more than 0.1%, the transactions contemplated under the IUA are subject to the reporting and announcement requirements but exempt from the independent Shareholders'

approval requirement under Chapter 14A of the Listing Rules. The Board wishes to emphasize that the Global Offering is subject to, among other things, the granting of the approval of the listing of, and permission to deal in, the CEWL Shares on the Stock Exchange, and the HKUA and the IUA becoming unconditional. Accordingly, Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Separate Listing of CEWL will take place and, if so, when it may take place. Shareholders and potential investors of the Company should exercise caution when dealing in or investing in the securities of the Company. References are made to the announcements of the Company in respect of the Proposed Separate Listing of CEWL. On

22 April 2019, the Company (as controlling shareholder of CEWL), CEWL (as the issuer), CEBC (as one of the joint sponsors), CEBS (as one of the Joint Global Coordinators and Hong Kong Underwriters) and CEBI (as one of the Joint Global Coordinators and Hong Kong Underwriters), among others, entered into the HKUA in respect of the Hong Kong Public Offering. C

2 C On

29 April 2019, the Company (as controlling shareholder of CEWL), CEWL (as the issuer) and CEBS (as one of the Joint Representatives on behalf of the International Underwriters), among others, entered into the IUA in respect of the International Offering. Among others, each of CEBS and CEBI is one of the Joint Global Coordinators, joint bookrunners, joint lead managers, Hong Kong Underwriters and International Underwriters of the Global Offering. The Global Offering comprises: (i) the Hong Kong Public Offering of 10,398,000 CEWL Shares (subject to adjustment) in Hong Kong, representing approximately 10% of the total number of Offer Shares initially available under the Global Offering;

and (ii) the International Offering of 93,572,000 CEWL Shares (subject to adjustment and the Over-allotment Option), representing approximately 90% of the total number of Offer Shares initially available under the Global Offering. KEY TERMS OF THE HKUA The principal terms of the HKUA are as follows: Conditions precedent: The performance of the obligations of CEBS, CEBI and other Hong Kong Underwriters pursuant to the HKUA is conditional upon satisfaction of, amongst others, the following conditions: (i) the delivery to the Joint Representatives certain designated conditions precedent documents (as defined in the HKUA) on the business day immediately before the date of the Prospectus and on the business day immediately before the Listing Date;

(ii) the issue by the Stock Exchange of a certificate of authorisation of registration in respect of the Prospectus and the registration by the Registrar of Companies in Hong Kong of the Prospectus with the accompanying application forms, having attached thereto all necessary consents and documents required by the applicable laws of Hong Kong on the business day before the date of the Prospectus;

C

3 C (iii) the granting of the listing of and permission to deal in CEWL Shares on the Stock Exchange having occurred and become effective (either unconditionally or subject only to allotment and issue of the relevant Offer Shares, despatch or availability for collection of share certificates in respect of the Offer Shares and/or such other conditions as may be acceptable to CEWL and the Joint Representatives (for and on behalf of the Hong Kong Underwriters)) on or before the Listing Date (or such later date as the Joint Representatives may (for and on behalf of the Hong Kong Underwriters) agree in writing) and not subsequently having been revoked prior to the commencement of trading of the CEWL Shares on the Stock Exchange;

(iv) the Offer Price having been fixed, and the price determination agreement (as defined in the HKUA) having been duly executed by CEWL and the Joint Representatives (on behalf of the Hong Kong Underwriters) on the price determination date (as defined in the HKUA) and such agreement not subsequently having been terminated;

(v) the execution and delivery of the IUA and the stock borrowing agreement (as defined in the HKUA) on the price determination date;

(vi) the obligations of the International Underwriters under the IUA having become unconditional in accordance with its terms, save for the condition therein relating to the obligations of the Hong Kong Underwriters under the HKUA and the IUA not having been terminated in accordance with its terms or otherwise prior to 8:00 a.m. on the Listing Date;

and (vii) the approval granted by the Singapore Exchange Securities Trading Limited for the listing of the Offer Shares on the Stock Exchange is not subsequently withdrawn. C

4 C Underwriting commitment: Subject to the conditions set forth in the HKUA, the Hong Kong Underwriters, severally (and not jointly or jointly and severally), agree to procure purchasers for, or failing which themselves as principal to purchase, the CEWL Shares offered under the Hong Kong Public Offering, in the agreed proportion as set out in the HKUA. Each of CEBS and CEBI severally agrees to purchase itself or through this affiliates 4,679,000 and 519,000 CEWL Shares, respectively, offered under the Hong Kong Public Offering. Underwriting commission: CEWL agrees to pay the Joint Representatives (on behalf of the Hong Kong Underwriters) an underwriting commission equal to 1.5% of the aggregate Offer Price in respect of all of the Offer Shares under the Hong Kong Public Offering (excluding any Offer Shares under the International Offering reallocated to the Hong Kong Public Offering and any Offer Shares under the Hong Kong Public Offering reallocated to the Inte........