Dentons bio-discount 31% large-scale rights issue and convertible debt to raise 1.8 billion yuan.

. (I) Subscription Agreement for the Issue of Common Stock and Convertible BondsBTEOn 30 August 2015, the Company entered into a subscription agreement with the Subscriber, on the basis that the Subscriber has agreed on the terms to subscribe at a total cost:BTE(i) a total of 3,135, 509,196 shares of subscription shares will be converted to convertible shares on a convertible basis, subject to the completion of the subscription, which is equivalent to approximately 49% of the issued shares that have been extended and extended after the issuance and issuance of the subscription shares, and (ii) convertible bonds with a total principal amount to the cost of the convertible bonds, which may be converted into convertible shares on the terms and conditions of the convertible bonds.. BTEThe Board of Directors intends to use the net proceeds from the subscription of approximately HK$1.80 billion (using the exchange rates adopted in this announcement, for indicative instructions only) for the Group's business development, relocation costs and general working capital.. BTEshareholders and interested investors please note that the total cost will be settled in Hong Kong dollars and that the Exchange Rate has not yet been agreed between the Company and the Subscriber for the exchange rate in Hong Kong dollars, which will be disclosed in the circular on the transaction. In view of the balance after the total cost of the convertible bond after the total cost of the subscription, the cost of the convertible bond and the number of convertible bonds to be issued may only be finalized after the exchange rate has been determined. The costs of convertible bonds and the number of convertible bonds currently contained in this Notice are calculated using the exchange rates adopted in this Notice and are indicative only for illustrative purposes and may be subject to change. The final cost of implementation, the cost of convertible bonds, the number of convertible bonds and the exchange rate will be disclosed in the circular on the transaction.. BTE(II) proposes to grant a special authorizationBTEthe Company will seek special authorization from independent shareholders to tie in with the allocation and issuance of subscription shares and to convert shares (after full exercise of the conversion right to convertible bonds). The general authorization granted by the shareholders at that time to the issue and issuance of shares at the Company's annual general meeting on 1 June 2015 will not be used for the allocation and issuance of subscription shares and conversion of shares.. BTE(III) proposes to increase the statutory share capitalBTE at the date of this announcement, the Company's statutory share capital is HK$1,000,000,000, divided into 10,000,000 shares at HK$0.10 face value, of which 6,736,510,836 shares are not issued. In the case of the proposed issuance of subscription shares and the conversion of shares (after full exercise of the conversion right of convertible bonds), the Board intends to increase the company's statutory share capital from HK$1,000,000,000,000 (divided into 10,000,000,000 shares) to HK$2,000,000,000(20,000,000,000 shares). . BTE proposal to increase the Company's statutory share capital will be approved by a vote by shareholders at a special general meeting of shareholders. . BTE (IV) apply for a cleaning exemption BTE no interest in the shares (together with its co-operatives) prior to the signing of the subscription agreement. Assuming that the subscription matter is completed and the subscription shares and shares are issued and the shares of the subscription or conversion are issued, and that the exchangeable bond will cost approximately HK$1.09 billion (using the exchange rate adopted in this announcement, as indicative only), the share holding of the subscriber (along with its concerted action persons) will increase from zero to (i) about 48.98% (assuming that the convertible bonds are converted and the exercise of the purchase dissedement is ;() about 49.00% (assuming that all convertible bonds are converted and all the subscription rights attached to the purchase of shares are not exercised) ;(iii) about 70.72% (assuming that the convertible bonds have been fully converted and the subscription rights attached to the outstanding share purchase have been fully exercised) ;(iv) about 70.74% (assuming that the convertible bonds have been converted and all the rights attached to the purchase of shares have not been exercised). Unless the person is exempted from strict compliance with Rule 26.1, this will place it incumbent upon the Subscriber (together with its co-actor) to make an unconditional and mandatory full offer for all shares that the Subscriber (along with its co-acting person) has not owned or will be acquired in accordance with Rule 26.1 of the Takeover Code. . BTE Subscriber will apply to the Executive for a cleaning exemption under Rule 26 Exemption note 1 of the Takeover Code, and the exemption granted will be subject to (including) approval by an independent shareholder at a special general meeting of shareholders before it can be realized. . BTE executives may not grant cleaning exemptions. If the subscriber fails to obtain a cleaning exemption, the proposed subscription under the subscription agreement will not proceed. . BTE (V) General Information BTE an independent board of directors composed of all independent non-executive directors has been established to advise independent shareholders on whether the transaction is fair and reasonable and to vote on subscription matters and cleaning exemptions. Xinyuan Capital Limited has been approved and appointed by the Independent Board of Directors Committee to advise the Independent Board of Directors and independent shareholders in this regard. . BTE a circular containing (including) the recommendation of the Independent Board Board committee to independent shareholders, (iii) an independent financial advisor's letter containing its recommendations to the Independent Board Of Directors Committee and independent shareholders, and (iv) further information on the notice of the special general meeting of shareholders, which is expected to be sent to shareholders on or before september 20, 2015 in accordance with the listing rules and the takeover code. . BTE subscription matters are subject to (including) that the subscription agreement becomes unconditional in all respects and is completed in accordance with its terms and may not be carried out. Shareholders and investors of the Company are advised to exercise caution in the trading of the Company's securities and to consult their professional advisers if they have any doubtabout their own circumstances. . The ---------------------------------------------------------------------------------------- background of the BTE the June announcement of the letter of intent by the BTE . The Board is pleased to announce that the Company and the Subscriber entered into a subscription agreement on 30 August 2015. . BTE (I) Subscription Agreement for the issuance of common shares and convertible bonds btE date btE 30 August 2015 btE issuer BTE the Company btE Subscriber BTE Subscribers and their ultimate beneficial owners are third parties independent of the Company and its associates. . BTE subscription BTE under the subscription agreement, the subscriber has agreed on the terms to subscribe at a total cost. (i) a total of 3,135,509,196 shares subscribed for the shares, which will be approximately 49% of the outstanding shares as equal to the issued and extended shares after the subscription is completed; . BTE the total cost of the is HK$1,500,000,000 (based on the exchange rate between the contractors to be agreed and disclosed in the circular on the transaction), with the subscription amount of HK$721,167,115 (i.e. the subscription price multiplied by the number of shares subscribed) to be used as a subscription share. The cost of the convertible bond (i.e. the amount of Hong Kong dollar cash equivalent to the balance of the total cost after deducting the subscription amount (calculated at the exchange rate to be agreed between the contractor and disclosed in the circular on the transaction) will be used for the subscription of the convertible bond. To indicate only the indicative price and the assumption that the convertible bond will cost approximately HK$1.09 billion (using the exchange rate adopted in this announcement, for indicative noteonly only), a total of 4,755,795,151 convertible shares will be issued after the conversion of convertible bonds, and the total face value of the convertible shares to be issued will be HK$475,579,515.10. . BTE subscription shares (HK$0.10 per share) have a total face value of HK$313,550,919.60. Shareholders and interested investors should note that the total cost will be settled in Hong Kong dollars and that the Exchange Rate of RMB conversion to Hong Kong dollars has not yet been agreed between the Company and the Subscriber and the exchange rate will be disclosed in the Circular on the transaction. In view of the balance after the total cost of the convertible bond after the total cost of the subscription, the cost of the convertible bond and the number of convertible bonds to be issued may only be finalized after the exchange rate has been determined. The costs of convertible bonds and the number of convertible bonds currently contained in this Notice are calculated using the exchange rates adopted in this Notice and are indicative only for illustrative purposes and may be subject to change. The final cost of implementation, the cost of convertible bonds, the number of convertible bonds and the exchange rate will be disclosed in the circular on the transaction. . BTE subscription price and conversion price BTE subscription price is HK$0.23 per share of the subscription share, and the conversion price is HK$0.23 per share conversion shares, representing . . . . . . . ;( . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .309 HKD discount approximately 25.57% ;( iii) The average closing price of the shares on the last ten trading days ended of the subscription (including that date) is approximately HK$0.329 per share ;(30.09% ;(iv) The average closing price of the shares for the three months ended of the subscription is approximately 0.388 000 Hong Kong dollars per share; The average closing price of shares for the 12-month period ended the last trading day of the subscription (including that date) was about HK$0.302 per share at a discount of about 23.86 per cent. . BTE subscription and conversion prices are also: BTE (i) closing price of HK$0.480 per share at the closing price of the shares reported by the Stock Exchange on the last trading day of the letter of intent, at ;( a discount of approximately 52.08% ;(ii) the average closing price of shares on the last five trading days of the letter of intent (including that date) is approximately HK$0.424 per share.) The average closing price of shares for the last ten trading days is about HK$0.383 per share;(of about 39.87% ;(iv) The average closing price of shares for the three months ended with the last trading day of the letter of intent (including that date) is about HK$0.252 per share at a discount of about HK$8.90 per share; . BTE subscription price and conversion price are determined through fair negotiation after a number of factors (including, but not limited to, the average closing price of shares for three months and 12 months immediately prior to the last trading date of the letter of intent), and (ii) the financial position of the Company). Directors (with the exception of independent non-executive directors whose views will be made after taking into account the advice of an independent financial adviser) consider the subscription price and the conversion price to be fair and reasonable. . BTE the total amount of subscriptions for and conversion shares.