Conversion Price and Conversion Shares. The Conversion Price was arrived at after arm’s length negotiations between Nitgen, NCC and SHK. The initial Conversion Price was determined based on the highest of the following formulae, which is in accordance with the applicable Korean law:
(a) arithmetic average of (i) volume-weighted-average share price (“Average Price”) during one (calendar) month, (ii) average Price during one (calendar) week, and (iii) average Price on the (last) trading day, before the date of board resolution of Nitgen on the issue of the Convertible Bonds (i.e. the date of the Investment Agreement);
(b) Average Price on the (last) trading day before the date of board resolution of Xxxxxx on the issue of the Convertible Bonds; and
(c) Average Price of 3 trading days (third to last trading day) before the date of the Investment Agreement.
Conversion Price and Conversion Shares. Pursuant to the Supplemental Placing Agreement, the Revised Convertible Bonds are convertible at the conversion price of HK$1.40 (the “Revised Conversion Price”) per conversion Share (the “Revised Conversion Share(s)”). The Revised Conversion Price of HK$1.40 per Revised Conversion Share represents (i) a premium of approximately 7.69% to the closing price of HK$1.30 per Share as quoted on the Stock Exchange on 13 February 2015, being the last trading day of the Shares prior to the issue of this announcement (the “Last Trading Day”); and (ii) a premium of approximately 34.62% to the average closing price of HK$1.04 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the Last Trading Day. Pursuant to the Supplemental Placing Agreement, assuming the Revised Convertible Bonds in the aggregate principal amount of HK$189,000,000 are converted at the Revised Conversion Price of HK$1.40 per Revised Conversion Share, 135,000,000 new Shares will be issued and allotted, representing (i) approximately 19.98% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.65% of the issued share capital of the Company as enlarged by the Revised Conversion Shares. The Revised Conversion Shares will be issued under the specific mandate to be granted by the Shareholders to the Directors (the “Specific Mandate”) at the special general meeting of the Company (“SGM”). The Revised Option Premium and the Revised Conversion Price were determined after arm’s length negotiations between the Company and the Placing Agent with reference to the prevailing market price of the Shares prior to the date of the Supplemental Placing Agreement. Pursuant to the Supplemental Placing Agreement, the maturity date of the Revised Convertible Bonds shall be revised as 30 June 2018 (the “Revised Maturity Date”). The conditions precedent to the completion of the Revised Placing shall be revised as below (the “Revised Conditions Precedent”):
