DISCLOSEABLE TRANSACTION: SUBSCRIPTION OF LISTED SECURITIES

DISCLOSEABLE TRANSACTION: SUBSCRIPTION OF LISTED SECURITIES

DISCLOSEABLE TRANSACTION
SUBSCRIPTION OF LISTED SECURITIES

SUBSCRIPTION

The Board is pleased to announce that on 8 December 2016, the Subscriber (an indirect whollyowned subsidiary of the Company) and the Issuer entered into the Subscription Agreement pursuant to which, subject to the terms and conditions therein, the Issuer conditionally agreed to issue, and the Subscriber conditionally agreed to subscribe for the Subscription Shares.

Upon completion of the Subscription, the Subscriber will hold a total number of 1,654,929,577 North Mining Shares, representing a total of approximately 7.68% of the enlarged total issued share capital of North Mining Group. The total consideration for the Subscription would be HK$235,000,000 (exclusive of stamp duty and other transaction costs).

IMPLICATIONS UNDER THE LISTING RULES

The Subscription constitutes a notifiable transaction within the meaning of Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Subscription are more than 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company under the Listing Rules and is therefore subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

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