It should be noted that the Shares will be dealt in on an ex-rights basis from Wednesday, 19 January 2011. Dealings in the Rights Shares in the nil-paid form will take place from Monday, 31 January 2011 to Friday, 11 February 2011 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled or the Underwriting Agreement is terminated by the Underwriter, the Rights Issue will not proceed. Any dealing in the nil-paid Rights Shares during the period from Monday, 31 January 2011 to Friday, 11 February 2011 (both dates inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. A letter of advice from Mitsubishi UFJ, the independent financial adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 23 to 41 of this circular and a letter of recommendation from the Independent Board Committee to the Independent Shareholders is set out on page 22 of this circular. A notice convening an extraordinary general meeting of the Company to be held at 21st Floor, Huaren International Building, No. 2 Shandong Road, Shinan District, Qingdao City, Shandong Province, the PRC at 10:00 a.m. on Wednesday, 26 January 2011 is set out on pages 65 to 67 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked. It should be noted that the Underwriting Agreement in respect of the Rights Issue contains provisions entitling the Underwriter by notice in writing to the Company on or prior to 4:00 p.m. on the Settlement Date to terminate the obligations of the Underwriter thereunder on the occurrence of certain events including force majeure. These events are set out under the paragraph headed "Termination of the Underwriting Agreement" on pages 15 to 16 of this circular. If the Underwriter terminates the Underwriting Agreement in accordance with the terms thereof, the Rights Issue will not proceed. In addition, the Rights Issue is conditional on all conditions set out on pages 13 to 14 of this circular being fulfilled or waived (as applicable). If such conditions have not been satisfied or waived (as applicable) in accordance with the Underwriting Agreement on or before the time and dates specified therein, all liabilities of the parties to the Underwriting Agreement shall cease and determine and none of the parties shall have any claim against the other save that all such reasonable costs, fees and other out-of-pocket expenses as have been properly incurred by the Underwriter in connection with the underwriting of the Underwritten Shares by the Underwriter shall to the extent agreed by the Company be borne by the Company and the Rights Issue will not proceed. * for identification purposes only 10 January 2011

上一页下一页