Coastal Greenland : PLACING OF NEW SHARES UNDER GENERAL MANDATE (in PDF)

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

COASTAL GREENLAND LIMITED ضऎၠЍ࢕෤Ϟࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1124)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 1 August 2019 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent whereby the Company conditionally agreed to place, through the Placing Agent, on a best effort basis, up to 800,000,000 new Shares to not less than six independent Placees at the Placing Price of HK$0.138 per Placing Share.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and completion of the Placing, the maximum number of Placing Shares represents approximately 19.30% of the Company's existing issued share capital and approximately 16.17% of the Company's issued share capital as enlarged by the allotment and issue of the maximum number of Placing Shares.

* For identification purpose only

The Placing Price of HK$0.138 per Placing Share represents (i) a discount of approximately 8.61% to the closing price of HK$0.151 per Share as quoted on the Stock Exchange on 1 August 2019, being the date of the Placing Agreement; and (ii) a discount of approximately 14.28% to the average closing price of approximately HK$0.161 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including 31 July 2019.

The gross proceeds from the Placing will be approximately HK$110.4 million. The Company intends to use the entire net proceeds of approximately HK$107.2 million from the Placing as general working capital of the Group. The net placing price per Placing Share is approximately HK$0.134.

The Placing is conditional upon, among others, the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares.

As completion of the Placing is subject to the satisfaction of a number of conditions, the Placing may or may not proceed. Shareholders and the potential investors are reminded to exercise caution when dealing in the Shares.

The Board is pleased to announce that on 1 August 2019, the Placing Agreement was entered into between the Company and the Placing Agent. Summarised below are the principal terms of the Placing Agreement.

THE PLACING AGREEMENT

Date

1 August 2019 (after trading hours of the Stock Exchange)

Parties

The Company and the Placing Agent

Placing Agent

Get Nice Securities Limited, the Placing Agent, has conditionally agreed to place up to 800,000,000 Placing Shares on a best effort basis and in consideration thereof, it will receive a placing commission of 2.5% on the gross proceeds actually raised in the Placing upon completion of the Placing. The Directors are of the view that the placing commission accords with the market rate and is fair and reasonable.

To the best of the Directors' knowledge and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are third parties independent of, and not acting in concert with, the Company and its connected persons.

Placees

The Placing Agent will place the Placing Shares to not less than six independent Placees, being professional, institutional or other investors, who and whose ultimate beneficial owners are third parties independent of, and not acting in concert with, the Company and its connected persons. It is expected that none of the Placees will become substantial Shareholder (as defined in the Listing Rules) immediately after completion of the Placing.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of Placing Shares of 800,000,000 new Shares represent approximately 19.30% of the Company's existing issued share capital and approximately 16.17% of the Company's issued share capital as enlarged by the allotment and issue of the maximum number of Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be

HK$80,000,000.

Placing Price

The Placing Price of HK$0.138 per Placing Share represents (i) a discount of approximately 8.61% to the closing price of HK$0.151 per Share as quoted on the Stock Exchange on 1 August 2019, being the date of the Placing Agreement; and (ii) a discount of approximately 14.28% to the average closing price of approximately HK$0.161 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including 31 July 2019.

The Placing Price, which was agreed after arm's length negotiation between the Company and the Placing Agent, was determined with reference to the prevailing market price of the Shares. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Placing Shares.

General Mandate

The Placing Shares will be allotted and issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM pursuant to which the Directors are allowed to allot and issue up to 20% of the issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 837,174,857 new Shares. During the period from 22 October 2018 to 22 January 2019, the Company repurchased and cancelled an aggregate of 39,854,000 issued Shares under the Repurchase Mandate. Pursuant to a resolution of the Shareholders passed at the AGM, the number of Shares to be allotted and issued under the General Mandate is to be extended by the amount of the Shares repurchased under the Repurchase Mandate. Hence, the possible new Shares to be issued under the General Mandate is 877,028,857 ("Adjusted General Mandate") after taking into account the 39,854,000 Shares repurchased and cancelled during the period. The maximum of 800,000,000 Placing Shares to be allotted and issued will utilise approximately 91.22% of the Adjusted General Mandate.

The allotment and issue of the Placing Shares is not subject to further Shareholders' approval.

Conditions of the Placing

Completion of the Placing is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; and

• (ii) the transactions contemplated by the Placing Agreement not being prohibited by law or regulation or interpretation thereof (including without limitation, any statute, order, rule, regulation, request, judgement or directive promulgated or issued by any legislative, executive, judicial or regulatory body or authority) in Hong Kong or other jurisdiction which is applicable to the Company or the Placing Agent.

If any of the conditions is not fulfilled on or prior to the Long Stop Date or such later date as may be agreed between the Company and the Placing Agent, the Placing Agreement shall terminate and none of the parties shall have any claim against another for costs, damages, compensation or otherwise save for any antecedent breaches of the Placing Agreement.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

Termination of the Placing

The Placing Agent may terminate the Placing Agreement without any liability to the Company, by notice in writing to the Company at any time prior to the Completion Date upon the occurrence of any of the following events which, in the reasonable opinion of the Placing Agent, has or may have a material adverse effect on the business or financial conditions, affairs or prospects of the Company or the Group taken as a whole or the success of the Placing or otherwise makes it inappropriate, inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement:

(A) there develops, occurs or comes into force:

(i) any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a material change in, or which may result in a material change in, political, economic, fiscal, financial, regulatory or stock market conditions; or