Proposed issue of (i) convertible bonds under general mandate and (ii) notes

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.

千百度國際控股有限公司

(Incorporated in Bermuda with limited liability)

1. CONVERTIBLE BONDS UNDER GENERAL MANDATE AND
2. NOTES

On July 20, 2017 (after trading hours), the Company, the Subscriber and the Guarantor entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to issue, and the Subscriber has conditionally agreed to subscribe for, (i) the Convertible Bonds which may be converted into the Conversion Shares pursuant to the terms and conditions of the Convertible Bonds and (ii) the Notes, each in the principal amount of US$50 million (equivalent to approximately HK$390,235,000). Each of the net proceeds arising from the issue of the Convertible Bonds and the Notes, after deduction of expenses, will amount to approximately HK$389,455,000 respectively, which shall be applied to replenish the working capital of the Company and cater for potential desirable acquisitions.

Upon full conversion of the Convertible Bonds at the Conversion Price of HK$3.57 per Conversion Share (subject to adjustments), a total of 108,963,585 Conversion Shares will be allotted and issued to the Subscriber, representing (i) approximately 5.25% of the existing issued share capital of the Company; and (ii) approximately 4.98% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares, assuming there is no other change in the issued share capital of the Company between the date of this announcement and the full conversion of the Convertible Bonds.

As the Conversion Shares which may fall to be issued upon the exercise of the conversion rights under the Convertible Bonds will be issued under the General Mandate, the issue of the Conversion Shares is not subject to any Shareholders' approval.

No application will be made for the listing of the Convertible Bonds and the Notes on the Stock Exchange or any other stock exchange. An application will be made by the Company for the listing of, and permission to deal in, the Conversion Shares.

July 20, 2017 (after trading hours)

1. The Company as the issuer;

2. The Subscriber as the subscriber; and

3. The Guarantor as the guarantor

   Subject matter

   Pursuant to the Subscription Agreement, the Company has conditionally agreed to issue and the Subscriber has conditionally agreed to subscribe for (i) the Convertible Bonds which may be converted into the Conversion Shares pursuant to the terms and conditions of the Convertible Bonds and (ii) the Notes, each in the principal amount of US$50 million (equivalent to approximately HK$390,235,000).

   Conditions precedent

   Completion is subject to and conditional upon:

4. the Subscriber having performed and completed to its satisfaction due diligence review of business, affairs, operations and financial position of the Company and the Group;

5. the Subscriber having performed and completed to its satisfaction 'know your customer', anti-money laundering or similar identification procedures in respect of the Company;

6. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in the Conversion Shares, and such approval and permission remaining in full force and effect;

7. the Subscriber having received all of the documents and evidence set out in the schedule to the Subscription Agreement in form and substance satisfactory to it on or prior to the Completion Date;

8. evidence that the Subscriber has performed all necessary external, internal and corporate approvals and checks under all applicable laws and regulations, including but not limited to, investment committee approval;

9. the representations and warranties of the Company contained in the Subscription Agreement and other ancillary transaction documents to which it is a party being true, accurate and correct in all material respects and not misleading during the period beginning on the date of the Subscription Agreement and ending on the Completion Date;

10. on the Completion Date, no event of default is continuing or would result from the proposed issue by the Company of the Convertible Bonds and the Notes to the Subscriber;

11. the General Mandate is not revoked and, from the date of the Subscription Agreement to the Completion Date, the trading of the Shares are not suspended (save for any temporary suspension by reason of the issuance of any announcement by the Company in compliance with Chapters 14 and/or 14A of the Listing Rules or in connection with the transactions contemplated under the Subscription Agreement);

12. the Guarantor is and remains (i) beneficially (directly or indirectly) interested in at least 30% of the issued Shares of the Company and the single largest Shareholder of the Company; and (ii) the chairman and executive Director of the Company; and

(g) the equity attributable to Shareholders (as shown in its audited financial statements for the financial year or its unaudited financial statements for the interim period of six months, whichever is the latest), after excluding any losses recorded in connection with the issue of the Convertible Bonds, shall not be lower than RMB2,000,000,000 (equivalent to approximately HK$2,314,200,000) and the ratio of the total asset value of the Company (as shown in its audited financial statements for the financial year or its unaudited financial statements for the interim period of six months, whichever is the latest) to the equity attributable to Shareholders shall not be more than 2.4:1.

In the event that any of the conditions precedent referred to above is not fulfilled or waived in full on or before the Long-Stop Date (or such later date as may be agreed between the Company, the Subscriber and the Guarantor in writing), the Subscription Agreement shall lapse immediately and thereafter, neither party shall have any obligations and liabilities thereunder save for any right or obligations which may accrue prior to the date of such termination.

Completion

Completion shall take place on the Completion Date, subject to the fulfilment or the waiver (if applicable) of the conditions precedent as set out in the Subscription Agreement.

Guarantee

The Guarantor has unconditionally and irrevocably guaranteed to the Subscriber the punctual discharge by the Company of its obligations of whatever nature under the Subscription Agreement and other ancillary transaction documents and promised to pay on demand each sum (together with interest on such sum accrued both before and after the date of demand until the date of payment) which the Company is liable to pay under the Subscription Agreement and other ancillary transaction documents.

Requirement relating to shareholding of the Company

Pursuant to the Subscription Agreement, the Bond Instrument and the Note Instrument, it shall be an event of default if the Guarantor ceases to (i) be beneficially interested (directly or indirectly) in at least 30% of the issued Shares of the Company and the single largest Shareholder of the Company; or (ii) be the chairman and executive Director of the Company.

If an event of default under the Subscription Agreement occurs, the Convertible Bonds and the Notes are, and they shall become, immediately due and repayable.

As at the date of this announcement, the Guarantor holds (directly and indirectly) approximately 36.11% of the issued Shares of the Company.

Principal terms of the Convertible Bonds

A summary of the principal terms of the Convertible Bonds is set out as follows:

Issuer: The Company Principal Amount: US$50 million (equivalent to approximately HK$390,235,000) Issue Price: 100% of the principal amount of the Convertible Bonds Interest Rate: The Convertible Bonds shall bear interest from and including the date of issue of the Convertible Bonds until the date of redemption of the Convertible Bonds at the rate of four (4)% per annum on the outstanding principal thereof, payable every six (6) months from the issue date of the Convertible Bonds in arrears. Form and Denomination: The Convertible Bonds will be issued in registered form and in denomination of US$500,000 each. Maturity Date: The date falling on the second (2nd) anniversary of the issue date of the Convertible Bonds, which can, subject to the agreement between the Company and the Subscriber, be extended to the date falling on the third (3rd) anniversary of the issue date of the Convertible Bonds.