President Bachelet of Chile Inaugurates Latin America’s Largest Solar Photovoltaic Power Plant

— The Amanecer Solar CAP plant was developed, built and interconnected by SunEdison under an energy purchase agreement with CAP Group. It has 100 MW (megawatts) of installed capacity and is located in the municipality of Copiapo, in the Atacama Desert.

— The project, which was built in only six months and is interconnected to the Chilean Central Interconnected System electricity network (SIC), is a milestone for the future development of renewable energy in the region, and supports the government’s energy policy.

SANTIAGO, Chile, June 6, 2014 /PRNewswire/ — President Michelle Bachelet of Chile inaugurated the Amanecer Solar CAP plant in Copiapo today; it is the largest photovoltaic solar power plant in Latin America and one of the largest in the world. The project was developed, built and interconnected by SunEdison, Inc. (NYSE: SUNE), a leading solar developer and technology provider, under an offtake agreement with CAP Group, the largest iron ore and pellet producer on the American Pacific coast, the largest steel producer in Chile and the most significant steel processor in the Southern Cone of South America.

(Photo: http://photos.prnewswire.com/prnh/20140606/95122 )

The Amanecer Solar CAP plant has 100 MW of total installed capacity; the amount of energy consumed each year by approximately 125,000 Chilean homes, or equivalent to 10% of the renewable energy generation capacity goal established by the Chilean Government for 2014. The project involves an investment of US $250 million and is critical for the future development of renewable energy in Chile and Latin America.

Located 37 kilometers from Copiapo in the Atacama Desert, the plant has more than 310,000 photovoltaic modules spread over 250 acres. The Amanecer Solar CAP plant was built in only six months and all of its energy is injected into the Central Interconnected System, which lowers the net cost of grid electricity.

In its first year of operation it is estimated that the plant will inject 270 GWh (gigawatt hours) of clean energy into the system. To generate the same amount of energy using diesel would require more than 71 million liters of fuel.

Ahmad Chatila, President and CEO of SunEdison, noted: “This project has changed the course of renewable energy development not only in Chile and Latin America, but throughout the world. Amanecer Solar CAP has become a benchmark for SunEdison in how to develop photovoltaic solar energy on an international level.”

Jose Perez, President of SunEdison for Europe, Africa and Latin America, added: “This plant demonstrates that photovoltaic solar energy is an ideal way of diversifying the energy matrix in Chile, reducing costs and contributing towards meeting the demand for clean and sustainable energy. SunEdison has now interconnected 150 MW in the Atacama Desert – the 100 MW Amanecer Solar CAP plant plus a 50 MW power plant in San Andres – and this is just the starting point. We are firmly committed to the future of clean energy production and the development of the energy industry in Chile.”

The President of CAP Group, Roberto de Andraca B., said: “Our strategic alliance with SunEdison asserts CAP’s commitment to sustainability and reaffirms the company’s support of the renewable energy goals laid out by the authorities. The plant will generate the equivalent of 15% of our Group’s energy demand.”

Similarly, the general manager of CAP Group, Fernando Reitich, stressed that, “CAP’s new projects have introduced the use of technologies and practices that are compatible with the environment and neighboring communities. The Amanecer Solar CAP plant is a concrete example of this strategy, which is in addition to other sustainable initiatives such as our mining project Cerro Negro Norte, and a desalination plant that will open soon in the Valle de Copiapo. We believe that this style of mining is part of a business vision that allows for the development of our present and future activities.”

About SunEdison

SunEdison is a global leader in transforming how energy is generated, distributed and owned. SunEdison manufactures solar technology and develops, finances, installs and operates distributed solar power plants, delivering predictably priced electricity and services to its residential, commercial, government and utility customers. SunEdison also provides 24/7 asset management, monitoring and reporting services for hundreds of solar systems worldwide via the company’s Renewable Operation Center (ROC). SunEdison has offices in North America, Europe, Latin America, Africa, India and Asia. SunEdison’s common stock is listed on the New York Stock Exchange under the symbol “SUNE.” To learn more visit http://www.sunedison.com.

Forward Looking Statements

Certain matters discussed in this press release are forward-looking statements, including that in its first year of operation it is estimated that the plant will inject 270 GWh (gigawatt hours) of clean energy into the system; and to generate the same amount of energy using diesel would require more than 71 million liters of fuel. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include changes in applicable regulatory requirements and incentives for production of solar power; and general business and economic conditions, including seasonality of the industry, and other risks described in SunEdison’s filings with the United States Securities and Exchange Commission. These forward-looking statements represent SunEdison’s judgment as of the date of this press release. SunEdison disclaims, however, any intent or obligation to update these forward-looking statements.

About CAP Group

CAP is the main iron ore and pellets producer on the American Pacific coast, the largest steel producer in Chile and the most important steel processor in the Southern Cone.

Today CAP Group has various operations distributed throughout Chile, becoming the only company in Chile with a presence throughout the entire steel production chain, from iron mining (CAP Mining) and steel production (CAP Steel) to the creation of steel solutions (Steel Processing Area), in an attempt to meet the needs of their multiple domestic and foreign clients.

Source: SunEdison, Inc.

Related stocks: NYSE:SUNE

SMIC Announces Placing of Existing Shares and Subscription of New Shares, Proposed Issue of US$95 Million Zero Coupon Convertible Bonds Due 2018, and Pre-emptive Rights of Datang and Country Hill

SHANGHAI /PRNewswire/ — Semiconductor Manufacturing International Corporation (“SMIC”; NYSE: SMI; SEHK: 981), Chinas largest and most advanced semiconductor foundry, announces the placing of existing shares and subscription of new shares, proposed issue of US$ 95 million zero coupon convertible bonds due 2018, and pre-emptive rights of Datang and Country Hill.

PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES

The Board is pleased to announce that on 4 June 2014, the Vendor entered into the Placing and Subscription Agreement with the Joint Placing Agents and the Company pursuant to which the Vendor agreed to appoint the Joint Placing Agents, and each of the Joint Placing Agents has agreed, severally and not jointly, to act as agent for the Vendor, to purchase or procure purchasers to purchase 2,590,000,000 Sale Shares held by the Vendor at the price of HK $0.60 per Sale Share.

Following completion of the Placing, the Vendor will for 2,590,000,000 Subscription Shares at the price of HK$0.60 per Subscription Share. The Subscription Shares will be allotted and issued pursuant to the 2013 General Mandate and will rank pari passu in all respects with the Shares. The issue of the Subscription Shares is not subject to the approval of the Shareholders.

SEHL, a wholly-owned subsidiary of Shanghai Industrial, an existing shareholder of the Company holding approximately 4.59% of the issued share capital of the Company, will subscribe for up to 130,000,000 Shares under the Placing.

An application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Completion of the Subscription is subject to the satisfaction or waiver of the conditions precedent therein. Please refer to the paragraph headed “The Subscription” under the section “The Placing and Subscription Agreement” below for further information.

ISSUE OF THE FURTHER BONDS

On 4 June 2014, the Company and the Joint Managers entered into the Bond Subscription Agreement, pursuant to which each of the Joint Managers has agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for the Further Bonds to be issued by the Company in an aggregate principal amount of US$95 million. The Further Bonds will be consolidated and, from the date of their issue, form a single series with the Original Bonds and the Original Pre-emptive Bonds.

Based on the initial Conversion Price of HK$0.7965 and assuming full conversion of the Further Bonds at the initial Conversion Price, the Further Bonds will be convertible into 924,738,230 Shares, representing (i) approximately 2.87% of the issued share capital of the Company on the Last Trading Day (ii) approximately 2.66% of the issued share capital of the Company as enlarged by the Subscription Shares (assuming that there is no change in the issued share capital of the Company, save for the issue of the Subscription Shares ); and (iii) approximately 2.59% of the issued share capital of the Company as enlarged by the Subscription Shares and assuming the full conversion of the Further Bonds at the initial Conversion Price (assuming that there is no change in the issued share capital of the Company, save for the issue of the Subscription Shares and the New Conversion Shares). The New Conversion Shares will be allotted and issued pursuant to the 2013 General Mandate and will rank pari passu in all respects with the Shares then in issue on the relevant conversion date. The issue of the Further Bonds is not subject to the approval of the Shareholders.

An application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the New Conversion Shares. An application will be made to the Singapore Exchange for the listing and quotation of the Further Bonds.

Completion of the Bond Subscription Agreement is subject to the satisfaction or waiver of the conditions precedent therein. In addition, the Bond Subscription Agreement may be terminated in certain circumstances. Please refer to the paragraph headed “The Bond Subscription Agreement” under the section “Issue of the Further Bonds” below for further information.

PRE-EMPTIVE RIGHTS OF DATANG

Reference is made to the Companys announcements dated 10 November 2008, 15 July 2010 and 5 May 2011 in relation to the Datang Subscription Agreement.

Pursuant to the Datang Subscription Agreement, in case of any issue of new Shares or securities convertible into Shares, subject to certain exceptions, Datang has a pre-emptive right to subscribe for a pro rata portion of such new securities being issued equivalent to the percentage of the issued share capital of the Company then owned by Datang immediately prior to the issue of such securities. Datangs pre-emptive right is applicable to the issue of the Subscription Shares, the Further Bonds and any Country Hill Further Subscription. Pursuant to the Datang Subscription Agreement, completion of any such issue of the Datang Pre-emptive Securities to, and subscription of the Datang Pre-emptive Securities by, Datang upon exercise of its pre-emptive right will be further subject to the receipt of any required regulatory approvals.

Any exercise by Datang of its pre-emptive right to subscribe for the Datang Pre-emptive Securities in connection with the issue of the Subscription Shares, the Further Bonds and any Country Hill Further Subscription will be at a price equivalent to the Subscription Price (in the case of the Datang Pre-emptive Shares) or the issue price of the Further Bonds (in the case of the Datang Pre-emptive Bonds) and conditional on the obtaining of the necessary governmental approval and the obtaining of the approval of the independent Shareholders for any such Datang Further Subscription.

The Company has notified Datang in accordance with the terms of the Datang Subscription Agreement in respect of the issue of the Subscription Shares and the issue of the Further Bonds and the possible Country Hill Further Subscription. Pursuant to the Datang Subscription Agreement, Datang is deemed to have elected not to exercise its pre-emptive right with respect to the Datang Pre-emptive Securities if it does not respond to the final notice within ten (10) business days following the date of the final notice.

As at the date of this announcement, the Company has been informed by Datang in a non-legally binding letter of intent that it was committed to exercising its pre-emptive right to subscribe for the Shares and Bonds, up to the amount it is entitled to under the Datang Subscription Agreement based on terms and conditions that are substantially the same as the Placing, the Subscription and the issue of the Further Bonds. The Company will make such further announcement as is necessary under the Listing Rules in relation hereto.

PRE-EMPTIVE RIGHTS OF COUNTRY HILL

Reference is made to the Companys announcements dated 18 April 2011 in relation to the Country Hill Subscription Agreement.

Pursuant to the Country Hill Subscription Agreement, in case of any issue of new Shares or securities convertible into Shares, subject to certain exceptions, Country Hill has a preemptive right to subscribe for a pro rata portion of such new securities being issued equivalent to the percentage of the issued share capital of the Company then owned by Country Hill immediately prior to the issue of such securities. Country Hills pre-emptive right is applicable to the issue of the Subscription Shares, the Further Bonds and any Datang Further Subscription. Pursuant to the Country Hill Subscription Agreement, completion of any such issue of the Country Hill Pre-emptive Securities to, and subscription of the Country Hill Pre-emptive Securities by, Country Hill upon exercise of its pre-emptive right will be further subject to the receipt of any required regulatory approvals. Any exercise by Country Hill of its pre-emptive right to subscribe for the Country Hill Pre-emptive Securities in connection with the issue of the Subscription Shares, the Further Bonds and any Datang Further Subscription will be at a price equivalent to the Subscription Price (in the case of the Country Hill Pre-emptive Shares) or the issue price of the Further Bonds (in the case of the Country Hill Pre-emptive Bonds) and conditional on the obtaining of the approval of the independent Shareholders for any such Country Hill Further Subscription.

The Company has notified Country Hill in accordance with the terms of the Country Hill Subscription Agreement in respect of the issue of the Further Bonds and the possible Datang Further Subscription. Pursuant to the Country Hill Subscription Agreement, Country Hill is deemed to have elected not to exercise its pre-emptive right with respect to the Country Hill Pre-emptive Securities if it does not respond to the final notice within ten (10) business days following the date of the final notice.

As at the date of this announcement, the Company has been informed by Country Hill in a non-legally binding letter of intent that it was committed to exercising its pre-emptive right to subscribe for the Shares and/or Bonds for a total consideration of up to US$25,000,000, based on terms and conditions that are substantially the same as the Placing, the Subscription and/or the issue of the Further Bonds. The Company will make such further announcement as is necessary under the Listing Rules in relation thereto.

LOCK-UP UNDERTAKINGS BY THE COMPANY, DATANG AND COUNTRY HILL

Each of the Company, Datang and Country Hill has given a lock-up undertaking in relation to the issue of Shares (in the case of the Company) or the Shares held by it directly (or through nominees) (in the case of Datang and Country Hill) for a period of 90 days to facilitate an orderly marketing, distribution and trading of the new Shares and the Further Bonds.

USE OF PROCEEDS

The gross proceeds from the issue of the Subscription Shares and the Further Bonds will be approximately US$296.9 million.

The net proceeds (net of fees, commissions and expenses) from the issue of the Subscription Shares and the Further Bonds will be approximately US$291.2 million.

It is estimated that, assuming Datang and Country Hill each exercise their respective preemptive rights in accordance with their respective letters of intent, the net proceeds (net of fees, commissions and expenses) from the issue of Subscription Shares, the Further Bonds, the Datang Pre-emptive Securities and the Country Hill Pre-emptive Securities would be approximately US$391.4 million.

The Company intends to use the net proceeds (net of fees, commissions and expenses) from the issue of the Subscription Shares, the Further Bonds, any Datang Pre-emptive Securities and any Country Hill Pre-emptive Securities for the Companys capital expenditure used for capacity expansion associated with 8-inch and 12-inch manufacturing facilities and general corporate purposes.

LISTING RULES IMPLICATIONS

The Subscription Shares and the New Conversion Shares will be issued pursuant to the 2013 General Mandate.

As each of Datang and Country Hill is a substantial Shareholder and thus a connected person of the Company, any Datang Further Subscription or any Country Hill Further Subscription (including any issue of Shares on conversion of any Datang Pre-emptive Bonds and Country Hill Pre-emptive Bonds) will constitute a connected transaction of the Company and will be subject to independent Shareholders approval under the Listing Rules. As at the date of this announcement, the Company has been informed by each of Datang and Country Hill in a non-legally binding letter of intent that it was committed to exercising its pre-emptive rights to subscribe for the Datang Pre-emptive Securities and the Country Hill Pre-emptive Securities respectively, up to the amount it is entitled to under the Datang Subscription Agreement (in the case of Datang) or the Country Hill Subscription Agreement for a consideration of up to US$25,000,000 (in the case of Country Hill) based on terms and conditions that are substantially the same as the issue of the Shares and/or the Further Bonds. The Company will make such further announcement as is necessary if any agreement(s) is/are entered into by the Company with Datang or Country Hill regarding the above matters.

Shareholders and potential investors should note that the completion of the Subscription and the completion of the issue of the Further Bonds are subject to the fulfilment of the conditions under the Placing and Subscription Agreement and the Bond Subscription Agreement, respectively. As the Subscription, the issue of the Further Bonds, the Datang Further Subscription and the Country Hill Further Subscription may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES

The Board is pleased to announce that on4 June 2014, the Vendor entered into the Placing and Subscription Agreement with the Joint Placing Agents and the Company pursuant to which the Vendor agreed to appoint the Joint Placing Agents, and each of the Joint Placing Agents has agreed, severally and not jointly, to act as agent for the Vendor, to purchase or procure purchasers to purchase 2,590,000,000 Sale Shares held by the Vendor at the price of HK$0.60 per Sale Share.

Following completion of the Placing, the Vendor will subscribe for 2,590,000,000 Subscription Shares at the price of HK$0.60 per Subscription Share. The Subscription Shares will be allotted and issued pursuant to the 2013 General Mandate and will rank pari passu in all respects with the Shares. The issue of the Subscription Shares is not subject to the approval of the Shareholders.

The Placing and Subscription Agreement:
Date:
4 June 2014

Parties:
The Vendor, the Company and the Joint Placing Agents

The Placing:
Joint Placing Agents: The Joint Placing Agents are Deutsche Bank AG, Hong Kong Branch and J.P. Morgan Securities (Asia Pacific) Limited. The Joint Placing Agents and each of their respective beneficial owners are independent of and not connected with the Directors, chief executive or substantial Shareholders of the Company, the Vendor, each member of the Group or any of their respective associates.

The Vendor has appointed the Joint Placing Agents, and each of the Joint Placing Agents has agreed, severally and not jointly, to act as agent for the Vendor, to purchase or procure purchasers to purchase the Sale Shares held by the Vendor at the Placing Price.

The Vendor currently holds, directly and indirectly 6,116,138,341 Shares representing approximately 18.98% of the issued share capital of the Company as at the Last Trading Day.

Placees:
The Sale Shares will be offered to not less than six Placees, who are all professional investors. Each of the Placees will be independent of and not acting in concert (as defined under the Takeovers Code) with any of the Vendor or its concert parties and are not any of the Vendors, the Companys or its subsidiaries directors (as defined in the Listing Rules), chief executive (as defined in the Listing Rules) or substantial shareholders (as defined in the Listing Rules), or any of their respective associates. It is expected that no Placee will become a substantial shareholder of the Company (as defined in the Listing Rules) as a result of the Placing.

SEHL, wholly-owned subsidiary of Shanghai Industrial, an existing shareholder holding approximately 4.59% of the issued share capital of the Company, will subscribe for up to 130,000,000 Shares under the Placing, resulting in its holding of approximately 4.62% of the issued share capital of the Company as enlarged by the issue of new Shares under the Subscription.

Number of Sale Shares:
2,590,000,000 Shares to be placed, representing approximately 8.04% of the existing issued share capital of the Company of 32,232,140,774 Shares on the Last Trading Day, and approximately 7.44% of the issued share capital of the Company as enlarged by the issue of 2,590,000,000 new Shares under the Subscription.

Placing Price:
The Placing Price of HK$0.60 per Sale Share (exclusive of stamp duty, brokerage (if any), Hong Kong Stock Exchange trading fees and SFC transaction levies) represents:

(a) a discount of approximately 4.76% to the Closing Price of HK$0.63 per Share as quoted on the Hong Kong Stock Exchange on the Last Trading Day;
(b) a discount of approximately 7.69% to the average Closing Price of approximately HK$0.65 per Share as quoted on the Hong Kong Stock Exchange for the last five trading days of the Shares up to and including the Last Trading Day; and
(c) a discount of approximately 7.69% to the average Closing Price of approximately HK$0.65 per Share as quoted on the Hong Kong Stock Exchange for the last ten trading days of the Shares up to and including the Last Trading Day.

The Placing Price was agreed after arms length negotiations between the Vendor, the Company and the Joint Placing Agents with reference to the prevailing market price of the Shares.

The Placing Price, net of placing commissions, other costs and expenses, is approximately HK$0.59 per Sale Share.

Rights of the Sale Shares:
The Sale Shares will be transferred free from all liens, charges and encumbrances and will carry the rights attaching to them as at the date of the Placing and Subscription Agreement, including the right to receive all dividends declared, made or paid on or after the said date.

Completion of the Placing:
Completion of the Placing is expected to take place on 9 June 2014 or such other date as the Vendor and the Joint Placing Agents may agree in writing.

The subscription number of Subscription Shares:
The Company will issue 2,590,000,000 new Shares to the Vendor representing approximately 8.04% of the existing issued share capital of the Company on the Last Trading Day and approximately 7.44% of the issued share capital of the Company as enlarged by the issue of 2,590,000,000 new Shares under the Subscription.

The issue of the Subscription Shares is not subject to the approval of the Shareholders.

Subscription Price:
HK$0.60 per Subscription Share, which is the same as the Placing Price.

The net subscription monies payable by the Vendor to the Company will be approximately HK$0.60 per Subscription Share, after the deduction of the expenses of the Placing and Subscription.

The Subscription Price was determined after arms length negotiation between the parties.

Ranking of the Subscription Shares:
The Subscription Shares, when fully paid, will rank pari passu in all respects with the other Shares in issue or to be issued by the Company on or prior to the date of completion of the Subscription including the rights to all dividends and other distributions, made or paid at any time after the date of allotment.

Conditions of the Subscription:
The Subscription is conditional upon:
(a) the Listing Committee of the Hong Kong Stock Exchange granting listing of and permission to deal in the Subscription Shares (and such listing and permission not being subsequently revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares); and
(b) completion of the Placing having occurred pursuant to the terms of the Placing and Subscription Agreement.

Completion of the Subscription:
An application will be made by the Company to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Completion of the Subscription shall take place on the second business day after the date upon which the last of the conditions has been satisfied provided that if completion does not take place on a date no later than a date falling 14 days after the date of the Placing and Subscription Agreement the Company and the Vendor shall take all necessary steps to fulfill any applicable requirements under the Listing Rules (including obtaining the approval of the independent Shareholders prior to completion of the Subscription).

Lock-up undertaking:
The Company has undertaken to the Joint Placing Agents that for a period commencing on the date of the Placing and Subscription Agreement and ending on the date falling 90 days after the completion date of the Placing (inclusive), the Company will not:
(a) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Share(s) or interests in the Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to the Shares or interest in Shares; or
(b) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions in (a) above; or
(c) announce any intention to enter into or effect any such transaction described in (a) or (b) above, without first having obtained the written consent of the Joint Placing Agents, subject to certain exceptions as stated in the Placing and Subscription Agreement.

Termination:
The Placing and Subscription Agreement may be terminated by the Joint Placing Agents if at any time prior to 9 : 00 a.m. (Hong Kong time) on the completion date of the Placing:
(a) there develops, occurs or comes into force:
(i) any new law or regulation or any change or development involving a prospective change in existing laws or regulations in any relevant jurisdiction which in the opinion of the Joint Placing Agents has or is likely to have a material effect on the financial position of the Group as a whole; or
(ii) any significant change (whether or not permanent) in local, national or international monetary, economic, financial or political conditions which in the opinion of the Joint Placing Agents is or would be materially adverse to the success of the Placing; or
(iii) any significant change (whether or not permanent) in local, national or international securities market conditions or currency exchange rates or foreign exchange rates or foreign exchange controls which in the reasonable opinion of the Joint Placing Agents is or would be materially adverse to the success of the Placing or make it impracticable or inexpedient to proceed therewith; or
(iv) a general moratorium on commercial banking activities in Hong Kong, the PRC, London or New York declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the PRC, Singapore, the United Kingdom or the United States; or
(v) a change or development involving a prospective change in taxation which materially adversely affects the Group as a whole or the Sale Shares; or
(vi) any outbreak or escalation of hostilities or act of terrorism involving Hong Kong, the PRC, Singapore, the United Kingdom or the United States or the declaration by Hong Kong, the PRC, Singapore, the United Kingdom or the United States of a national emergency or war; or
(vii) any suspension of dealings in the Shares on the Hong Kong Stock Exchange or American Depository Shares over the Shares on the New York Stock Exchange for any period whatsoever (other than a voluntary suspension or as a result of the Placing, this announcement or in connection with the issuance of the Datang Pre-emptive Securities or the Country Hill Pre-emptive Securities); or (viii) any moratorium, suspension or material restriction on trading in shares or securities generally on the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the London Stock Exchange or the New York Stock Exchange due to exceptional financial circumstances or otherwise at any time prior to the completion date of the Placing; or
(b) any breach of any of the representations, warranties and undertakings set out in the Placing and Subscription Agreement comes to the knowledge of any of the Joint Placing Agents or any event occurs or any matter arises on or after the date hereof and prior to the completion date of the Placing which if it had occurred or arisen before the date hereof would have rendered any of such representations, warranties and undertakings untrue or incorrect in any respect, or there has been a breach of, or failure to perform, any other provision of the Placing and Subscription Agreement on the part of the Vendor or the Company; or
(c) there is any such adverse change, or development involving a prospective adverse change in the general affairs, condition, results of operations or prospects, management, business or in the financial or trading position of the Group as a whole which in the opinion of the Joint Placing Agents is materially adverse to the success of the Placing, then and in any such case, the Joint Placing Agents may terminate the Placing and Subscription Agreement without liability to any of the Joint Placing Agents and/or the Company and the Vendor (other than for any antecedent breach) by giving notice in writing to the Vendor and the Company, which notice may be given at any time prior to 9: 00 a.m. (Hong Kong time) on the completion date of the Placing.

Effect of the Placing and the Subscription on the shareholding structure of the Company

The following table illustrates (i) the existing shareholding structure of the Company; (ii) the shareholding structure of the Company immediately after completion of the Placing but before the Subscription; and (iii) the shareholding structure of the Company immediately upon completion of the Placing and the Subscription and full conversion of the Original Bonds and the Original pre-emptive Bonds.

Existing (as at the date of this announcement)
Immediately after the
Placing but before the
Subscription
Immediately after the
Subscription
Immediately after the
Subscription and assuming
full conversion of the
Original Bonds and the
Original Pre-emptive Bonds

Shareholder No. of Shares
%ofissuedshare capital of the Company
No. of Shares
%ofissuedshare capital of the Company
No. of Shares
%ofissuedshare capital of the Company
No. of Shares
%ofissuedshare capital of the Company
Datang 6,116,138,341
18.98% 3,526,138,341
10.94% 6,116,138,341
17.56% 6,647,619,470
17.67%

Country Hill 3,605,890,530 11.19% 3,605,890,530 11.19% 3,605,890,530 10.36% 3,919,328,119 10.42%

Placees of the

Sale Shares

(inc. SEHL) N.A N.A 2,590,000,000 8.04% 2,590,000,000
7.44% 2,590,000,000 6.89%

Other Shareholders 22,510,111,903 69.84% 22,510,111,903 69.84% 22,510,111,903 64.64% 24,456,929,228 65.02%

Total 32,232,140,774 100.00%
32,232,140,774 100.00% 34,822,140,774 100.00% 37,613,876,817
100.00%

Note: The above figures assume that other than the Subscription Shares, no further Shares are issued or repurchased by the Company, no issuance of Further Pre-emptive Securities and no share options are exercised, no conversion will be exercised, and other than the Sale Shares, no Shares are sold or purchased by the Vendor and no Restricted Share Units are granted, in each case on or after the date of this announcement and up to the date of the completion of the Placing and the Subscription.
ISSUE OF THE FURTHER BONDS

On 4 June 2014, the Company and the Joint Managers entered into the Bond Subscription
Agreement, pursuant to which each of the Joint Managers has agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for the Further Bonds to be issued by the Company in an aggregate principal amount of US$95 million. The Further Bonds will be consolidated and, from the date of their issue, form a single series with the Original Bonds and the Original Pre-emptive Bonds.

The Bond Subscription Agreement
Date: 4 June 2014
Parties: The Company and the Joint Managers
Proposed issue of the Further Bonds: Subject to the fulfilment of the conditions set out below in the section headed “Conditions Precedent”.

Conversion of the Further Bonds:
Based on the initial Conversion Price of HK$0.7965 and assuming full conversion of the Further Bonds at the initial Conversion Price, the Further Bonds will be convertible into 924,738,230 Shares, representing approximately 2.87% of the issued share capital of the Company on the Last Trading Day and approximately 2.79% of the issued share capital of the Company as enlarged assuming full conversion of the Further Bonds (assuming that no other Shares are issued or converted into). The New Conversion Shares will be allotted and issued pursuant to the 2013 General Mandate and will rank pari passu in all respects with the Shares then in issue on the relevant conversion date. The issue of the Further Bonds is not subject to the approval of the Shareholders.

Conditions Precedent:
The obligations of the Joint Managers to subscribe and pay for the Further Bonds are subject to, among others, the following conditions precedent:
(a) Due diligence: the Joint Managers being satisfied with the results of its due diligence investigations with respect to the Company and the Group and the offering circular shall have been prepared in form and content satisfactory to the Joint Managers;
(b) Other contracts: the execution and delivery (on or before the Further Bonds Closing Date) of the other contracts, each in a form reasonably satisfactory to the Joint Managers, by the respective parties;
(c) Lock-up: Datang and Country Hill having executed shareholder lock-up undertakings in the form agreed by the Joint Managers;
(d) Auditors letters: upon the publication date of the offering circular and on the Further Bonds Closing Date, there having been delivered to the Joint Managers letters, in form and substance reasonably satisfactory to the Joint Managers, dated the publication date in the case of the first letter and dated the
Further Bonds Closing Date in the case of the subsequent letters, and addressed to the Joint Managers from Deloitte Touche Tohmatsu, Certified Public Accountants to the Company;
(e) Compliance: at the Further Bonds Closing Date:
(i) the representations and warranties of the Company in the Bond Subscription Agreement being true, accurate and correct at, and as if made on such date;
(ii) the Company having performed all of its obligations under the Bond Subscription Agreement to be performed on or before such date; and
(iii) there having been delivered to the Joint Managers a certificate of a duly authorised officer of the Company;
(f) Material adverse change: after the date hereof or, if earlier, the dates as of which information is given in the offering circular up to and at the Further Bonds Closing Date, there not having occurred any change (nor any development or event reasonably likely to involve a prospective change), in the condition (financial or other), prospects, results of operations or general affairs of the Company or of the Group, which, in the opinion of the Joint Managers, is material and adverse in the context of the issue and offering of the Further Bonds;
(g) Other consents: on or prior to the Further Bonds Closing Date there shall have been delivered to the Joint Managers copies of all resolutions, consents, authorities and approvals required in relation to the issue of the Further Bonds (if any) and the performance of its obligations under the trust deed, the agency agreement and the Further Bonds (including the consents and approvals required from all lenders);
(h) Listing: the Hong Kong Stock Exchange having agreed to list the New Conversion Shares upon conversion of the Further Bonds and the Singapore Exchange having agreed, subject to any conditions reasonably satisfactory to the Joint Managers, to list the Further Bonds (or, in each case, the Joint Managers being reasonably satisfied that such listing will be granted);
(i) Legal Opinions: on or before the Further Bonds Closing Date, there having been delivered to the Joint Managers opinions, in form and substance reasonably satisfactory to the Joint Managers, dated the Further Bonds Closing Date, of:
(i) Slaughter and May, legal advisers to the Company as to English law;
(ii) Conyers Dill & Pearman (Cayman) Limited, legal advisers to the Company as to Cayman Islands law;
(iii) Linklaters, legal advisers to the Joint Managers as to English law; and
(iv) Zhong Lun Law Firm, legal advisers to the Joint Managers as to PRC law.

Distribution:
The Further Bonds and the New Conversion Shares have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. The Further Bonds will be offered and sold in an institutional offering outside the United States in reliance on Regulation S of the Securities Act.

The Further Bonds will be issued to persons in Hong Kong who are professional investors. None of the Further Bonds will be offered or sold to the public in Hong Kong where to do so would result in there being a “prospectus” as defined in the Companies Ordinance, nor will they be Further to any connected persons of the Company. To the best of the Companys knowledge, information and belief, having made all reasonable enquiries, the Joint Managers are independent third parties not connected with the Company or any of its subsidiaries or any of their respective directors, chief executives or substantial shareholders or any of their respective associates. The Joint Managers have informed the Company that they intend to offer and sell the Further Bonds to no less than six placees. To the best of the Companys knowledge, information and belief, having made all reasonable enquiries, each of the placees (and their respective ultimate beneficial owners) is and will be independent third parties not connected with the Company or any of its subsidiaries or any of their respective directors, chief executives or substantial shareholders or any of their respective associates.

Company lock-up undertaking: The Company has undertaken to the Joint Managers that neither it, nor any person acting on its behalf will:
(a) issue, offer, sell, pledge, contract to sell or otherwise dispose of or grant options, issue warrants or offer rights entitling persons to subscribe or purchase any interest in any Shares or securities of the same class as the Bonds or the Shares or any securities convertible into, exchangeable for or which carry rights to subscribe or purchase the Bonds, the Shares or securities of the same class as the Bonds, the Shares or other instruments representing interests in the Bonds, the Shares or other securities of the same class as them;
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of the Shares;
(c) enter into any transaction with the same economic effect as, or which is designed to, or which may reasonably be expected to result in, or agree to do, any of the foregoing, whether any such transaction of the kind described in (a), (b) or (c) is to be settled by delivery of Shares or other securities, in cash or otherwise; or
(d) announce or otherwise make public an intention to do any of the foregoing, in any such case without the prior written consent of the Joint Managers between the date of the Bond Subscription Agreement and the date which is 90 days after the date of the Bond Subscription Agreement (both dates inclusive); except for
(i) the issue of any Shares under the Placing and Subscription Agreement; and
(ii) the issue of any Bonds or Shares to be issued upon conversion of the Bonds pursuant to any pre-emptive rights arising from the Country Hill Subscription Agreement or the Datang Subscription Agreement (including but not limited to the Further Pre-emptive Securities); and
(iii) the issue of any Shares to be issued upon the conversion of the Bonds; and
(iv) the issue of any share options and restricted share units pursuant to any share option schemes adopted in compliance with the Listing Rules and any publicly disclosed equity incentive plans of the Company; and
(v) the issue of any Shares which are issued as consideration for any merger or acquisition provided that (1) the aggregate value of the Shares issued (as calculated by the Current Market Price (as defined in the Bond Subscription Agreement)) is less than US$100,000,000 and (2) the Company procures that the person receiving such Shares executes a shareholder lock-up undertaking on substantially the same terms as provided above prior to any such issue. For the avoidance of doubt, any additional lock-up undertaking entered into pursuant to the above shall only be for a period of 90 days from the date of the Bond Subscription Agreement.

Termination:
The Joint Managers may, by written notice to the Company given at any time prior to payment of the net subscription monies for the Further Bonds to the Company, terminate the Bond Subscription Agreement in any of the following circumstances:
(a) if there shall have come to the notice of the Joint Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in the Bond Subscription Agreement or any failure to perform any of the Companys undertakings or agreements in the Bond Subscription Agreement;
(b) if any of the conditions have not been satisfied or waived by the Joint Managers on or prior to the Further Bonds Closing Date;
(c) if there shall have been, since the date of the Bond Subscription Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Company on any stock exchange or in any over the counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Joint Managers, be likely to prejudice materially the success of the offering and distribution of the Further Bonds or dealings in the Bonds in the secondary market;
(d) if, in the opinion of the Joint Managers, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Companys securities are traded; (ii) a suspension in trading in the Companys securities on the Hong Kong Stock Exchange or the Companys American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Companys securities are traded (other than any suspension in connection with the issue of the Further Bonds, or in respect of the transactions described in the announcement in relation to the Placing and the Subscription; (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Company, the Bonds and the Shares to be issued upon conversion of the Bonds or the transfer thereof;
(e) if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Joint Managers, be likely to prejudice materially the success of the offering and distribution of the Further Bonds or dealings in the Bonds in the secondary market.

Subject to the foregoing, completion of the subscription and issue of the Further Bonds will take place on the Further Bonds Closing Date.

The Board considers that the terms and conditions of the Bond Subscription Agreement and the Further Bonds are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

Principal terms of the Further Bonds

The Further Bonds will be consolidated and from the date of their issue form a single series with the Original Bonds and the Original Pre-emptive Bonds and have the same terms and conditions.

The principal terms of the Further Bonds are summarised as follows:
Issuer:
the Company

Principal amount:
US$95 million

Maturity Date:
7 November 2018

Redemption amount on maturity:
Unless previously redeemed, converted or repurchased and cancelled, the Company will redeem each Bonds at its principal amount on the maturity date.

Interest rate:
The Bonds will not bear interest.

Status:
The Bonds constitute direct, unconditional, unsubordinated and (subject to the terms and conditions of the Bonds) unsecured obligations of the Company and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Company under the Bonds shall, subject to exceptions as may be provided by mandatory provisions of applicable legislation and subject to the terms and conditions of the Bonds, at all times rank at least equally with all of the Companys other present and future unsecured and subordinated obligations.

Conversion right:
Subject to and upon compliance with the terms and conditions of the Bonds, the Bonds are convertible by holders into Shares, at any time on and after 18 December 2013 and up to the close of business (at the place where the bond certificate evidencing such Bond is deposited for conversion) on the date falling seven days prior to the maturity date (both days inclusive), except as described in the terms and conditions of the Bonds, or, if such Bonds shall have been called for redemption by the Company before the maturity date, then up to the close of business (at the place aforesaid) on a date no later than seven days (both days inclusive) prior to the date fixed for redemption thereof, or if notice requiring redemption has been given by the holders of such Bond pursuant to the terms and conditions of the Bonds, then up to the close of business (at the place aforesaid) on the day prior to the giving of such notice.

Conversion Price:
The conversion price (as defined in the terms and conditions of the Bonds) will initially be HK$0.7965 per Share but will be subject to adjustment.

The Conversion Price will be subject to adjustment for consolidation, subdivision or reclassification of Shares, capitalisation of profits or reserves, distributions (meaning any distribution of assets in specie and any cash dividend or distribution), rights issue of Shares or options over Shares, rights issue of other securities (other than Shares or options), issue of securities at below 90% of the Current Market Price, modification of rights of conversion and other offers to Shareholders, subject to the terms and conditions of the Bonds. Effect on the share capital of the Company as a result of conversion of the Further Bonds Based on the initial Conversion Price of HK$0.7965 per Share and assuming full conversion of the Further Bonds at the initial Conversion Price, the Further Bonds will be convertible into 924,738,230 Shares, representing approximately 2.87% of the issued share capital of the Company on the Last Trading Day and approximately 2.79% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares. The following table illustrates (i) the existing shareholding structure of the Company; (ii) the shareholding structure immediately after the issue of the Further Bonds, full conversion of the Original Bonds and the Original pre-emptive Bonds and assuming no conversion of the Further Bonds into Conversion Shares; and (iii) the shareholding structure immediately after the issue of the Further Bonds and full conversion of the Original Bonds, the Original Preemptive Bonds and the Further Bonds.

Existing (as at the date of this announcement)

Immediately after the issue of the Further Bonds and assuming full conversion of the Original Bonds and the Original Pre-emptive Bonds into Shares at the initial Conversion Price

Assuming no conversion of the Further Bonds

Assuming full conversion of the Further Bonds into Shares at the initial Conversion Price (Note 2)

Shareholder No. of Shares
%ofissued sharecapital of the Company
No. of Shares
%ofissued sharecapital of the Company
No. of Shares
%ofissued share capital of the Company

Datang 6,116,138,341 18.98% 6,647,619,470 18.98% 6,647,619,470 18.49%

Country Hill 3,605,890,530 11.19% 3,919,328,119 11.19% 3,919,328,119 10.90%

Holders of Further Bonds — — — 0.00% 924,738,230 2.57%

Holders of Original Bonds — — 1,946,817,325 5.56% 1,946,817,325 5.42%

Other Shareholders

(Note 3) 22,510,111,903 69.83% 22,510,111,903 64.27% 22,510,111,903 62.62%

Total 32,232,140,774 100.00% 35,023,876,817 100.00% 35,948,615,047 100.00%

Notes:
1. Assumes that other than the Further Bonds, no Share issuance (including the Placing), no issuance of Further Pre-emptive Securities, no Restricted Share Units are granted, none of the outstanding share options is exercised and no conversion into Shares of any securities other than the Original Bonds and the Original Pre-emptive Bonds. As at 30 April 2014, the Company has 464,701,960 outstanding share options.
2. Assumes that other than the Further Bonds, no Share issuance (including the Placing), no issuance of Further Pre-emptive Securities, no Restricted Share Units are granted, none of the outstanding share options is exercised and no conversion into Shares of any securities other than the Original Bonds, the Original Pre-emptive Bonds and the Further Bonds. As at 30 April 2014, the Company has 464,701,960 outstanding share options.
3. “Other Shareholders” includes Placees of the Sale Shares.
Comparison of conversion price The initial Conversion Price of HK$0.7965 represents:
(1) a premium of approximately 26.43% over the Closing Price of HK$0.63 per Share as quoted on the Hong Kong Stock Exchange on the Last Trading Day;
(2) a premium of approximately 22.54% over the volume weighted average Closing Price of HK$0.65 per Share for the last five consecutive trading days up to and including the Last Trading Day; and
(3) a premium of approximately 22.54% over the volume weighted average Closing Price of HK$0.65 per Share for the last ten consecutive trading days up to and including the Last Trading Day. The initial Conversion Price was determined after arms length negotiations between the Company and the Joint Managers with reference to the Closing Price of the Shares quoted on the Hong Kong Stock Exchange on the Last Trading Day.

2013 General mandate

By a resolution of the Shareholders of the Company passed at the annual general meeting held on 13 June 2013, the Company granted a general mandate to the Directors to allot and issue up to 20% of the issued share capital of the Company, with the issued share capital of the Company being 32,073,771,248 Shares at the time. The Shares issuable under the Original Bonds will be issued under the 2013 General Mandate. Under the Original Bonds, based on the initial conversion price of HK$0.7965 per Share and assuming full conversion of the Original Bonds, the Original Bonds will be convertible into 1,946,817,325 Shares. As at the date of this announcement, the Company is entitled to issue up to 4,467,936,924 Shares pursuant to the 2013 General Mandate. The Subscription Shares, comprising of 2,590 million Shares, and the New Conversion Shares, comprising of 924,738,230 Shares, will be issued under the 2013 General Mandate.

Fund raising activity by the Company in the last 12 months
References are made to the Companys announcements dated 7 November 2013 and 18
December 2013 and the Companys circular dated 29 January 2014 in relation to the issue of the Original Bonds and the Original Pre-emptive Securities.

On 7 November 2013, the Company issued the Original Bonds in an aggregate principal amount of US$200,000,000.

On 17 February 2014, the independent shareholders of the Company approved the issue of the Original Pre-emptive Securities to Datang and Country Hill which was completed on 29 May 2014, with an aggregate principal amount of US$54,600,000 and US$32,200,000, respectively.

Pre-emptive rights of Datang

Reference is made to the Companys announcements dated 10 November 2008, 15 July 2010 and 5 May 2011 in relation to the Datang Subscription Agreement.

Pursuant to the Datang Subscription Agreement, in case of any issue of new Shares or securities convertible into Shares, subject to certain exceptions, Datang has a pre-emptive right to subscribe for a pro rata portion of such new securities being issued equivalent to the percentage of the issued share capital of the Company then owned by Datang immediately prior to the issue of such securities. Datangs pre-emptive right is applicable to the issue of the Subscription Shares, the Further Bonds and any Country Hill Further Subscription. Pursuant to the Datang Subscription Agreement, completion of any such issue of the Datang Preemptive Securities to, and subscription of the Datang Pre-emptive Securities by, Datang upon exercise of its pre-emptive right will be further subject to the receipt of any required regulatory approvals.

Any exercise by Datang of its pre-emptive right to subscribe for the Datang Pre-emptive Securities in connection with the issue of the Subscription Shares, the Further Bonds and any Country Hill Further Subscription will be at a price equivalent to the Subscription Price (in the case of the Datang Pre-emptive Shares) or the issue price of the Further Bonds (in the case of the Datang Pre-emptive Bonds) and conditional on the obtaining of the necessary governmental approval and the obtaining of the approval of the independent Shareholders for any such Datang Further Subscription.

The Company has notified Datang in accordance with the terms of the Datang Subscription Agreement in respect of the issue of the Subscription Shares and the Further Bonds and the possible Country Hill Further Subscription. Pursuant to the Datang Subscription Agreement, Datang is deemed to have elected not to exercise its pre-emptive right with respect to the Datang Pre-emptive Securities if it does not respond to the final notice within ten (10) business days following the date of the final notice.

As at the date of this announcement, the Company has been informed by Datang in a nonlegally binding letter of intent that it was committed to exercising its pre-emptive right to subscribe for the Datang Pre-emptive Securities, up to the amount it is entitled to under the Datang Subscription Agreement based on terms and conditions that are substantially the same as the Placing, the Subscription and the issue of the Further Bonds. The Company will make such further announcement as is necessary under the Listing Rules in relation thereto. If Datang fully exercises its pre-emptive right pursuant to the Datang Subscription Agreement, (assuming Country Hill also exercises its pre-emptive right to the maximum extent redirected in its letter of intent and the Datang Further Subscription completes), the maximum gross proceeds of the potential Datang Further Subscription will be approximately US$75.2 million.

Pre-emptive rights of Country Hill

Reference is made to the Companys announcements dated 18 April 2011 in relation to the Country Hill Subscription Agreement.

Pursuant to the Country Hill Subscription Agreement, in case of any issue of new Shares or securities convertible into Shares, subject to certain exceptions, Country Hill has a preemptive right to subscribe for a pro rata portion of such new securities being issued equivalent to the percentage of the issued share capital of the Company then owned by Country Hill immediately prior to the issue of such securities. Country Hills pre-emptive right is applicable to the issue of the Subscription Shares, the Further Bonds and any Datang Further Subscription. Pursuant to the Country Hill Subscription Agreement, completion of any such issue of the Country Hill Pre-emptive Securities to, and subscription of the Country Hill Preemptive Securities by, Country Hill upon exercise of its pre-emptive right will be further subject to the receipt of any required regulatory approvals. Any exercise by Country Hill of its pre-emptive right to subscribe for the Country Hill Pre-Emptive Securities in connection with the issue of the Subscription Shares, the Further Bonds and any Datang Further Subscription will be at a price equivalent to the Subscription Price (in the case of the Country Hill Preemptive Shares) or the issue price of the Further Bonds (in the case of the Country Hill Preemptive Bonds) and conditional on the obtaining of the approval of the independent Shareholders for any such Country Hill Further Subscription.

The Company has notified Country Hill in accordance with the terms of the Country Hill Subscription Agreement in respect of the issue of the Subscription Shares, the Further Bonds. Pursuant to the Country Hill Subscription Agreement, Country Hill is deemed to have elected not to exercise the pre-emptive right with respect to the Country Hill Pre-emptive Securities if it does not respond to the final notice within ten (10) business days following the date of the final notice.

As at the date of the announcement, the Company has been informed by Country Hill in a non-legally binding letter of intent that it was committed to exercising its pre-emptive right to subscribe for Shares and/or Bonds for a total consideration of up to US$25,000,000, based on terms and conditions that are substantially the same as the issue of the Shares and/or the Further Bond. The Company will make such further announcement as is necessary under the Listing Rules in relation to this. If Country Hill fully exercises its pre-emptive right in accordance with its letter of intent (assuming Datang also exercises its pre-emptive right in full and the Datang Further Subscription also completes) and the Country Hill Further Subscription completes, the maximum gross proceeds of the potential Country Hill Further Subscription will be approximately US$25 million.

EFFECT OF THE PLACING, THE SUBSCRIPTION, THE FURTHER BONDS, THE DATANG PRE-EMPTIVE SECURITIES AND THE COUNTRY HILL PRE-EMPTIVE SECURITIES

The following table illustrates (i) the existing shareholding structure of the Company; (ii) the shareholding structure of the Company immediately after completion of the Placing but before the Subscription; (iii) the shareholding structure of the Company immediately upon completion of the Placing and the Subscription and full conversion of the Original Bonds and the Original Pre-emptive Bonds; (iv) the shareholding structure of the Company immediately upon completion of the Placing and Subscription and after the issue of the Further Bonds, the full conversion of the Original Bonds and the Original Pre-emptive Bonds and assuming no conversion of the Further Bonds; (v) the shareholding structure of the Company immediately upon completion of the Placing and Subscription and after the issue of the Further Bonds and the full conversion of the Original Bonds, the Original Pre-emptive Bonds and the Further Bonds; and (vi) the shareholding structure of the Company immediately upon completion of the Placing and Subscription and after the issue of the Further Bonds and the full conversion of the Original Bonds, the Original Pre-emptive Bonds, the Further Bonds and the Further Pre-emptive Securities.

Existing (as at the date of this announcement)
Immediately after the
Placing but before the Subscription (Note 1)

Immediately after the
Subscription
(Note 1)
Assuming full conversion of
the Original Bonds and the Original Pre-emptive
Bonds and assuming no conversion of the Further Bonds into Shares at initial Conversion Price (Note 1)
Assuming full conversion of the Original Bonds, the
Original Preemptive Bonds and the Further Bonds into
Shares at initial Conversion
Price (Note 2)
Immediately after
Subscription and assuming
full conversion of the
Original Bonds, the Original Preemptive Bonds, the
Further Bonds and the
Further Pre-emptive
Securities into Shares at
the initial Conversion Price
(Note 3), (Note 4)

Shareholder No. of Shares
%ofissued
sharecapital
of the Company
No. of Shares
%ofissued
sharecapital
of the Company
No. of Shares

%ofissued
sharecapital
of the Company
No. of Shares
%ofissued
sharecapital
of the Company
No. of Shares

%ofissued
sharecapital
of the Company
No. of Shares

%ofissued
sharecapital
of the Company

Datang 6,116,138,341 18.98% 3,526,138,341 10.94% 6,116,138,341 17.56% 6,647,619,470 17.67% 6,647,619,470 17.25% 7,537,973,850 18.98%

Country Hill 3,605,890,530 11.19% 3,605,890,530 11.19% 3,605,890,530 10.36% 3,919,328,119 10.42% 3,919,328,119 10.17% 4,215,593,919 10.61%

Placees of the Sale

Shares(inc.SEHL) — — 2,590,000,000 8.04% 2,590,000,000 7.44% 2,590,000,000 6.89% 2,590,000,000 6.72% 2,590,000,000 6.52%

HoldersofFurtherBonds — — — — — — — 0.00% 924,738,230 2.40% 924,738,230 2.33%

Holders of Original Bonds — — — — — — 1,946,817,325 5.18% 1,946,817,325 5.05%
1,946,817,325

4.90%

Other Shareholders 22,510,111,903 69.84% 22,510,111,903 69.84% 22,510,111,903 64.64% 22,510,111,903 59.85% 22,510,111,903 58.41% 22,510,111,903 56.66%

Total 32,232,140,774 100.00% 32,232,140,774 100.00% 34,822,140,774 100.00% 37,613,876,817 100.00% 38,538,615,047 100.00% 39,725,235,227 100.00%

Notes:
1. Assumes that other than the Subscription Shares, no further Shares are issued or repurchased by the Company, no issuance of Further Pre-emptive Securities and no share options are exercised, no conversion will be exercised, and other than the Sale Shares, no Shares are sold or purchased by the Vendor and no Restricted Share Units are granted, in each case on or after the date of this announcement and up to the date of the completion of the Placing and the Subscription.
2. Assumes that other than the Further Bonds and the Placing, no Share issuance, no issuance of Further Preemptive Securities, no Restricted Share Units are granted, none of the outstanding share options is exercised and no conversion into Shares of any securities other than the Original Bonds and the Original Pre-emptive Bonds. As at 30 April 2014, the Company has 464,701,960 outstanding share options.
3. Assumes that other than the Further Bonds, the Placing and the Further Pre-emptive Securities, no Share issuance, no Restricted Share Units are granted, none of the outstanding share options is exercised and no conversion into Shares of any securities other than the Original Bonds and the Original Pre-emptive Bonds. As at 30 April 2014, the Company has 464,701,960 outstanding share options.
4. Assumes that Datang has subscribed for the Shares and Bonds up to the full amount it is entitled to under the Datang Subscription Agreement. Assumes that Country Hill has subscribed for the Shares and the Bonds for a total consideration of US$25,000,000 and in the ratio of the Country Hill Pre-emptive Shares and Country Hill Pre-emptive Bonds in accordance with the Placing and the issue of the Further Bonds.
SHAREHOLDER LOCK-UP UNDERTAKINGS BY DATANG AND COUNTRY HILL

Each of Datang and Country Hill has given a lock-up undertaking in relation to the Shares held by it directly (or through nominees) for a period of 90 days to facilitate an orderly marketing, distribution and trading of the Further Bonds.

LISTING RULES IMPLICATIONS As each of Datang and Country Hill is a substantial shareholder of the Company and thus a connected person of the Company, any Datang Further Subscription and any Country Hill Further Subscription (including any issue of Shares on conversion of any Datang Pre-emptive Bonds and Country Hill Pre-emptive Bonds) will constitute a connected transaction of the Company and will be subject to independent Shareholders approval under the Listing Rules. As at the date of this announcement, the Company has been informed by each of Datang and Country Hill in a non-legally binding letter of intent that it was committed to exercising its pre-emptive rights to subscribe for the Datang Pre-emptive Securities and the Country Hill Pre-emptive Securities respectively, up to the amount it is entitled to under the Datang Subscription Agreement (in the case of Datang) or the Country Hill Subscription Agreement for a consideration of up to US$ 25,000,000 (in the case of Country Hill) based on terms and conditions that are substantially the same as the issue of the Shares and/or the Further Bonds. The Company will make such further announcement as is necessary if any agreement(s) is/are entered into by the Company with Datang or Country Hill regarding the above matters.

REASONS FOR AND BENEFITS OF THE PLACING, THE SUBSCRIPTION AND THE ISSUE OF THE FURTHER BONDS

The Company is of the view that the Placing, the Subscription and the issue of the Further Bonds represents a good opportunity for the Company to broaden its shareholder base.

USE OF PROCEEDS

The gross proceeds from the issue of the Subscription Shares and the Further Bonds will be approximately US$296.9 million.

The net proceeds (net of fees, commissions and expenses) from the issue of the Subscription Shares and the Further Bonds will be approximately US$291.2 million.

It is estimated that, assuming Datang and Country Hill each exercise their respective preemptive rights in accordance with their respective letters of intent, the net proceeds (net of fees, commissions and expenses) from the issue of the Subscription Shares, Further Bonds, the Datang Pre-emptive Securities and the Country Hill Pre-emptive Securities will be approximately US$391.4 million.

The Company intends to use the net proceeds (net of fees, commissions and expenses) from the issue of the Subscription Shares, the Further Bonds, any Datang Pre-emptive Securities and any Country Hill Pre-emptive Securities for the Companys capital expenditure used for capacity expansion associated with 8-inch and 12-inch manufacturing facilities and general corporate purposes.

INFORMATION ABOUT THE GROUP

The Company is one of the leading semiconductor foundries in the world and the largest and most advanced foundry in the PRC, providing integrated circuit (IC) foundry and technology services at 0.35-micron to28-nanometer. Headquartered in Shanghai, the PRC, the Company has a 300mm wafer fabrication facility (fab) and a 200mm mega-fab in Shanghai, a 300mm mega-fab in Beijing, a 200mm fab in Tianjin, and a 200mm fab project under development in Shenzhen. In addition, the Company has established a joint venture Company with Semiconductor Manufacturing International (Beijing) Corporation, Beijing Industrial Development Investment Management Co., Ltd and Zhongguancun Development Group, which is constructing a new 12-inch fab in Beijing. The Company also has customer service and marketing offices in the U.S., Europe, Japan, and Taiwan, and a representative office in Hong Kong.

GENERAL

Shareholders and potential investors should note that completion of the Subscription and the completion of the issue of the Further Bonds are subject to fulfilment of the conditions under the Placing and Subscription Agreement and the Bond Subscription Agreement, respectively. As the Subscription, the issue of the Further Bonds, the Datang Further Subscription and Country Hill Further Subscription may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

“2013 General Mandate”
a general and unconditional mandate granted to the Directors by passing a resolution of the Shareholders at the annual general meeting of the Company held on 13 June 2013 to exercise the power of the Company to allot and issue up to 20% of the issued share capital of the Company as at the date of passing such resolution

“2014 Equity Incentive Plan”
the 2014 equity incentive plan adopted by the Company pursuant to a resolution passed by the Shareholders at the annual general meeting of the Company held on 13 June 2013 and effective from 15 November 2013 upon its registration with the PRC State Administration of Foreign Exchange;

“ADS(s)” American depositary shares of the Company, each of which represents 50 Shares;

“Alternative Stock Exchange”
at any time, in the case of the Shares, if they are not at that time listed and traded on the Hong Kong Stock Exchange, the principal stock exchange or securities market on which the Shares are then listed or quoted or dealt in;

“associate(s)” has the meaning ascribed to it under the Listing Rules;

“Board” the board of Directors;

“Bond Subscription Agreement”
the subscription agreement between the Company and the Joint Managers dated 4 June 2014 relating to the issue of the Further Bonds;

“Bonds” the Original Bonds, the Original Pre-emptive Bonds, the Further Bonds, any Datang Pre-emptive Bonds and any Country Hill Preemptive Bonds;

“Closing Price” “Closing Price” for the Shares for any trading day shall be the price published in the daily quotation sheet published by the Hong Kong Stock Exchange or, as the case may be, the equivalent quotation sheet of an Alternative Stock Exchange for such day;

“Companies Ordinance”
Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

“Company” Semiconductor Manufacturing International Corporation, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Hong Kong Stock Exchange and the ADSs of which are listed on the New York Stock Exchange, Inc.;

“connected person(s)” has the meaning ascribed to it under the Listing Rules;

“Conversion Price” the price at which Conversion Shares will be issued upon conversion of the Bonds which will initially be HK$0.7965 per Conversion Share and will be subject to adjustment in the manner provided in the terms and conditions of the Bonds;

“Conversion Shares” to be allotted and issued by the Company upon conversion of the Bonds;

“Country Hill” Country Hill Limited, a wholly-owned subsidiary of Bridge Hill Investments Limited, which is a subsidiary controlled by China Investment Corporation;

“Country Hill Further Subscription” the potential subscription of Country Hill Pre-emptive Securities by Country Hill pursuant to any exercise of pre-emptive right by Country Hill under the Country Hill Subscription Agreement;

“Country Hill Original Preemptive Bonds” the US$32,200,000 zero coupon convertible bond due 2018 issued to Country Hill on 29 May 2014 pursuant to a subscription agreement dated 18 December 2013 between Country Hill and the Company, which are consolidated and form a single series with the Original Bonds;

“Country Hill Preemptive Bonds” any Bonds to be issued to Country Hill pursuant to any exercise of its pre-emptive right under the Country Hill Subscription Agreement in connection with the Bond Subscription Agreement as will result in Country Hills percentage shareholding (on a fully converted basis) in the Company not being diluted by the issue of the Further Bonds and any Datang Further Subscription;

“Country Hill Preemptive Securities” the Country Hill Pre-emptive Bonds and the Country Hill Pre-emptive Shares;

“Country Hill Preemptive Shares” any Shares to be issued to Country Hill pursuant to any exercise of its pre-emptive right under the Country Hill Subscription Agreement in connection with the Placing and Subscription Agreement as will result in Country Hills percentage shareholding in the Company not being diluted by the issue of the Subscription Shares and any Country Hill Further Subscription of Shares;

“Country Hill Subscription Agreement” the share subscription agreement dated 18 April 2011 between the Company and Country Hill;

“Current Market Price” has the meaning as defined in the Subscription Agreement; “Datang” Datang Holdings (Hong Kong) Investment Company Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of Datang Telecom Technology & Industry Holdings Co., Ltd., a company incorporated under PRC laws;

“Datang Further Subscription” the potential subscription of Datang Pre-emptive Securities by Datang pursuant to any exercise of pre-emptive right by Datang under the Datang Subscription Agreement;

“Datang Original Pre-emptive Bonds” the US$54,600,000 zero coupon convertible bonds due 2018 issued to Datang on29 May 2014 pursuant to a subscription agreement dated 18 December 2013 between Datang and the Company, which are consolidated and form a single series with the Original Bonds;

“Datang Pre-emptive Bonds” any Bonds to be issued to Datang pursuant to any exercise of its preemptive right under the Datang Subscription Agreement in connection with the Bond Subscription Agreement as will result in Datangs percentage shareholding (on a fully converted basis) in the Company not being diluted by the issue of the Further Bonds and any Country Hill Further Subscription;

“Datang Pre-emptive Securities” the Datang Pre-emptive Bonds and the Datang Pre-emptive Shares;

“Datang Pre-emptive Shares” any Shares to be issued to Datang pursuant to any exercise of its preemptive right under the Datang Subscription Agreement in connection with the Placing and Subscription Agreement as will result in Datangs percentage shareholding in the Company not being diluted by the issue of the Subscription Shares and any Country Hill Further Subscription of Shares;

“Datang Subscription Agreement” the share purchase agreement dated 6 November 2008 between the Company and Datang Telecom Technology & Industry Holdings Co., Ltd., a company incorporated under PRC laws;

“Director(s)” director(s) of the Company;

“Further Bonds” the zero coupon convertible bonds due 2018 of an aggregate principal amount of US$95 million issued by the Company under the Bond Subscription Agreement which will be consolidated and from the date of their issue form a single series with the Original Bonds and the Original Pre-emptive Bonds;

“Further Bonds Closing Date” 24 June 2014 or such other date as the Company and the Joint Managers may agree, but not later than8 July 2014;

“Further Pre-emptive Securities” the Datang Pre-emptive Securities and the Country Hill Pre-emptive Securities;

“Group” the Company and its subsidiaries;

“HK$” Hong Kong Dollars, the lawful currency of Hong Kong

“Hong Kong” Special Administrative Region of the PRC;

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Joint Managers” J.P. Morgan Securities plc and Deutsche Bank AG Hong Kong Branch;

“Joint Placing Agents” J.P. Morgan Securities (Asia Pacific) Limited and Deutsche Bank AG,Hong Kong Branch

“Last Trading Day” 4 June 2014, being the last full trading day immediately before the entering into of the Bond Subscription Agreement and the Placing and Subscription Agreement;

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

“New Conversion Shares” Shares to be allotted and issued by the Company upon conversion of the Further Bonds;

“Original Bonds” the US$200,000,000 zero coupon convertible bonds due 2018 issued by the Company on 7 November 2013;

“Original Pre-emptive Bonds” the Datang Original Pre-emptive Bonds and the Country Hill Original Pre-emptive Bonds;

“Original Pre-emptive Securities” the Original Pre-emptive Bonds and any Shares issuable thereunder;

“Placees” any professional institutional and other investor whom any of the Joint Placing Agents have procured to purchase any of the Sale Shares under the Placing and Subscription Agreement;

“Placing” the placing of the Sale Shares pursuant to the Placing and Subscription Agreement;

“Placing and Subscription Agreement” Placing and subscription agreement between the Vendor, the Company and the Joint Placing Agents dated 4 June 2014;

“Placing Price” HK$0.60 per Sale Share;

“PRC” the Peoples Republic of China (for the purpose of this announcement excluding Hong Kong, Macau Special Administrative Region of the Peoples Republic of China and Taiwan);

“Regulation S” Regulation S under the Securities Act;

“Restricted Share Units” an unsecured promise of the Company to pay eligible individuals a specific number of Shares or American depositary share(s) of the Company, each of which represents 50 Shares, as applicable, on a specified date pursuant to the 2014 Equity Incentive Plan, subject to all applicable laws, rules, regulations and the applicable vesting, transfer or forfeiture restrictions as set out in the 2014 Equity Incentive Plan and the applicable award document;

“Sale Shares” a total of 2,590,000,000 Shares offered by the Vendor for sale on its own behalf which are to be placed by the Joint Placing Agents pursuant to the Placing and Subscription Agreement at the Placing Price;

“Securities Act” the U.S. Securities Act of 1933, as amended;

“SEHL” SIIC Estate (Holdings) Limited, a wholly owned subsidiary of Shanghai Industrial;

“SFC” the Securities and Futures Commission of Hong Kong;

“Shanghai Industrial” Shanghai Industrial Investment (Holdings) Company Limited, an existing shareholder of the Company holding approximately 4.59% of the issued share capital of the Company;

“Share(s)” share(s) of US$0.0004 each in the share capital of the Company;

“Shareholder(s)” the holder(s) of the Shares;

“Singapore Exchange” Singapore Exchange Securities Trading Limited

“Subscription” the subscription for the Subscription Shares pursuant to the Placing and Subscription Agreement;

“Subscription Price” HK$0.60 per Subscription Share;

“Subscription Shares” 2,590,000,000 Shares to be subscribed by the Vendor pursuant to the Placing and Subscription Agreement;

“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules;

“Takeovers Code” the Code on Takeovers and Mergers of Hong Kong;

“US” or “United States” the United States of America;

“US$”, “USD” or “US Dollars” United States dollars, the lawful currency of the United States;

“Vendor” Datang;

“%” per cent.

CONTACT:
Investor Relations
+86-21-2081-2804
IR@smics.com( mailto:IR@smics.com )
SOURCE Semiconductor Manufacturing International Corporation

Eagle Named Asset Servicing Technology Vendor of the Year

BOSTON, June 4, 2014 /PRNewswire/ — Eagle Investment Systems LLC (Eagle), a leading provider of financial services technology and a subsidiary of BNY Mellon, today announced the firm was recognized as Asset Servicing Technology Vendor of the Year at the Custody Risk Americas Awards on April 10, 2014.

The Custody Risk Americas Awards, hosted by Custody Risk magazine, recognizes the outstanding achievers in the securities services industry in both North and South America. A panel of independent industry experts selected Eagle as Asset Servicing Technology Vendor of the Year among a shortlist of leading global technology providers.

“As global asset managers continue to demand easier, quicker and simpler access to their data, Eagle quickly responded and invested heavily in its product and to evolve it in response to various regulatory developments including Dodd-Frank, Legal Entity Identifiers, UCITS IV, IFRS and insurance regulation,” said Luke Clancy, editor, Custody Risk magazine. “Their client-centric approach coupled with top-notch technology built to adapt to changing regulatory and market demand made Eagle the clear choice for Asset Servicing Technology Vendor of the Year.”

“It is an honor to receive this award. We are grateful that our outstanding data management, accounting and performance measurement solutions continue to be recognized by the industry at large as best of breed,” said John Lehner, president and CEO of Eagle. “This latest accolade is yet another credit to the hard-work and dedication of our employees around the world. Their collective commitment to providing the best technology solutions and services to the asset management industry is the key to delivering on our purpose to help our clients grow their assets efficiently.”

The Asset Servicing Technology Vendor of the Year is the latest of several awards presented to Eagle in the last 12 months. Other honors include Best Buy-side Technology Provider 2013 at the Buy-side Technology Awards, FinTech 100, FSOkx Excellence in Performance Measurement, FTF News Technology Innovation’s Best Buy-Side Operations Solution and FTF News Technology Innovation’s Best Enterprise Data Management Solution.

Eagle is committed to helping financial institutions worldwide grow assets efficiently with its award-winning portfolio management suite of data management, investment accounting and performance measurement solutions that are delivered over its secure private cloud, Eagle ACCESS^SM. Since 1989, Eagle has deployed trusted solutions and services that create operational efficiencies and help reduce complexity and risk. Eagle Investment Systems LLC is a subsidiary of BNY Mellon. Additional information is available athttp://www.eagleinvsys.com.

BNY Mellon’s Asset Servicing business supports institutional investors in today’s fast-evolving markets, safeguarding assets and enhancing the management and administration of client investments through services that process, monitor and measure data from around the world. We leverage our global footprint and local expertise to deliver insight and solutions across every stage of the investment lifecycle.

BNY Mellon is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries and more than 100 markets. As of March 31, 2014, BNY Mellon had $27.9 trillion in assets under custody and/or administration, and $1.6 trillion in assets under management. BNY Mellon can act as a single point of contact for clients looking to create, trade, hold, manage, service, distribute or restructure investments. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Learn more atwww.bnymellon.com, or follow us on Twitter @BNYMellon.

Source: Eagle Investment Systems LLC

Related stocks: NYSE:BK

Eagle 獲評「年度最佳資產服務技術供應商」

波士頓2014年6月4日電 /美通社/ — 領先的金融服務技術供應商、紐約梅隆銀行 （BNY Mellon）子公司Eagle Investment Systems LLC（簡稱 Eagle）今天宣佈，該公司在2014年4月10日舉行的 Custody Risk Americas Awards 頒獎禮上被評為「年度最佳資產服務技術供應商」（Asset Servicing Technology Vendor of the Year）。

Custody Risk Americas Awards 頒獎禮由《Custody Risk》雜誌舉行，表彰了北美和南美證券服務業取得傑出成就的公司。由獨立行業專家組成的評委會在全球領先技術供應商候選名單中選出了 Eagle 作為「年度最佳資產服務技術供應商」。

《Custody Risk》雜誌編輯 Luke Clancy 表示：「鑒於全球資產管理公司要求更輕鬆、更快速、更簡單地瀏覽他們的數據，Eagle 迅速做出反應，投入大量資金用於產品改進，以應對《多德弗蘭克法案》（Dodd-Frank）、法律實體標識、UCITS IV、國際財務報告準則（IFRS）和保險法規等監管領域的發展。其以客戶為中心的方法，加上為適應不斷變化的監管和市場需求而打造的頂尖技術，使 Eagle 成為『年度最佳資產服務技術供應商』的不二之選。」

金融服務技術供應商、紐約梅隆銀行子公司 Eagle Investment Systems LLC宣佈，公司在2014年4月10日舉行的 Custody Risk Americas Awards 頒獎禮上被評為「年度最佳資產服務技術供應商」。

Eagle 總裁兼 CEO John Lehner 表示：「很榮幸能獲得這個獎項。我們很高興我們優秀的數據管理、會計和績效評估解決方案繼續被業界公認為同類最佳產品。這項最新榮譽是對我們全球員工努力付出的又一次認可。他們共同致力於為資產管理行業提供最好的技術解決方案和服務是我們幫助客戶有效擴大資產規模的關鍵。」

「年度最佳資產服務技術供應商」是 Eagle 在過去12個月裏獲得的多項大獎中的最新一個。其他榮譽包括「買方技術獎」之「2013年最佳買方技術供應商」、全球金融軟件公司百強（FinTech 100）、FSOkx 績效評估傑出獎、FTF News 技術創新大獎的「最佳買方運營解決方案」和 FTF News 技術創新大獎的「最佳企業數據管理解決方案」。

Eagle 通過其安全私有雲 Eagle ACCESS^SM 提供數據管理、投資會計和績效評估等獲獎投資組合管理解決方案，致力於幫助全球金融機構有效地擴大資產規模。自1989年以來，Eagle 提供了可靠的解決方案和服務來提高運營效率，並幫助降低複雜性和風險。Eagle Investment Systems LLC 是紐約梅隆銀行旗下子公司。欲知詳情，請訪問：http://www.eagleinvsys.com。

紐約梅隆銀行資產服務（BNY Mellon’s Asset Servicing）致力於幫助機構投資者應對當前日新月異的市場，通過提供處理、監測和衡量全球各地的數據的服務，保障資產安全，加強客戶投資的管理。紐約梅隆銀行資產服務利用遍佈全球的業務和當地專長為投資週期的各個階段提供見解和解決方案。

紐約梅隆銀行是一家專注於幫助客戶管理和運轉整個投資週期的金融資產的全球性投資公司，業務遍佈35個國家，為100多個市場提供服務，在為機構、企業和個人投資者提供金融服務時，紐約梅隆銀行均能提供明智的投資管理和投資服務。截至2014年3月31日，該銀行託管和/或監管的資產達27.9萬億美元，管理資產達1.6萬億美元。紐約梅隆銀行現在可以作為客戶投資活動中創建、交易、控制、管理、運轉、分配和重組的單一聯繫點。紐約梅隆銀行是紐約銀行梅隆公司（The Bank of New York Mellon Corporation）（NYSE: BK）旗下的一個企業品牌。欲知詳情，請訪問：http://www.bnymellon.com/，或通過 Twitter @BNYMellon 關注該公司。

消息來源: Eagle Investment Systems LLC

相關股票: NYSE:BK

Egon Zehnder Announces Strategic Convergence Of Its Media, Entertainment & Sports Practice

• Integration Reflects Global Talent Trends as Lines between Media Blur

NEW YORK, June 4, 2014 /PRNewswire/ — Egon Zehnder, the world’s leading privately owned executive search and talent management consultancy, today announced the integration of three of its industry sub-practices into the newly formed global Media, Entertainment & Sports (MES) Practice, according to Henry Topping, the New York-based MES global Practice Leader.

“Over the last decade, we have witnessed the media and lifestyle entertainment landscapes change dramatically as channels and platforms for experiencing content have both converged and splintered via the application and user adoption of technology,” noted Topping.

He added, “Content and delivery methods have spurred tremendous adjacencies for talent once cordoned as print, broadcast, digital or even technological. These classifications no longer exist as today’s top leaders need to create, publish and distribute across multiple landscapes with agility and finesse orchestrating impactful and engaging multi-media experiences that connect and compel audiences wherever, whenever. As these classifications have become obsolete, the need for greater creativity as to what good looks like talent-wise has escalated the requirement to think more laterally, flexibly and globally.”

The MES Practice will focus on executive level search and succession planning, leadership assessment and development, as well as Board leadership globally. Additionally, the MES Practice will have close linkages to the global Technology and Communications Practices’ digital group. The Firm has MES centers of excellence across all major geographies including the Americas, Asia Pacific and Europe. According to Topping, the MES practices’ approximately 40 consultants have successfully completed more than 1,100 assignments in the last few years.

This move consolidates the Firm’s efforts to source, retain and develop leaders in these areas underscoring the impact of media/technology/talent pool convergence across the segments, according to Topping. He added, “One of our key points of differentiation is our ability to think laterally about the challenges facing these separate but similar segments while sourcing globally.”

ABOUT EGON ZEHNDER

Egon Zehnder is the world’s leading privately-owned executive search firm with more than 425 consultants in 68 offices across 41 countries. The firm provides senior-level executive search, director search, board consulting, management appraisal, executive talent management and executive leadership development and integration services to many of the world’s most respected organizations. Egon Zehnder’s clients range from the largest corporations to emerging growth companies, government and regulatory bodies, and major educational and cultural organizations. For more information: www.egonzehnder.com.

Source: Egon Zehnder

AziPac Limited is Pleased to Announce a Farm-in Agreement with Mitra Energy Limited for a 40% Interest in the Bone PSC, Offshore Indonesia

HAMILTON, Bermuda /PRNewswire/ — AziPac Limited (“AziPac”), the Seacrest Group backed E&P company focussed on the maritime basins offshore Asia Pacific and the Bay of Bengal, is pleased to announce that it has taken a 40% participating interest in the Bone PSC offshore Indonesia.

Under the terms of the agreement, AziPac, through its wholly owned subsidiary Azimuth Indonesia Limited, will acquire a 40% participating interest in the Bone PSC.

Upon completion of the farm-out, the participating interests in the PSC will be as follows:

Bone PSC
Mitra Energy (Indonesia Bone) Ltd 60%
Azimuth Indonesia Limited 40%

This farm-out remains subject to the approval of the Government of Indonesia.

The Bone PSC is situated in Bone Bay, offshore South Sulawesi, and lies in water depths extending from the coast to over 2,000m. The block covers an area of 7,516 km², which is equivalent to approximately 327 Gulf of Mexico blocks or 31 UK Central North Sea blocks.

David Sturt, Director of AziPac, commented:

“We are very pleased to have joined Mitra in this exciting block. The Bone PSC area benefits both from a very prospective petroleum system, as well as an ideal geographical position within the regional markets. We look forward to progressing the exploration and development of this high potential asset.”

Notes to Editors:

Seacrest Capital Group is a leading energy investor specialising in offshore exploration, leveraging its proprietary assets and relationships to build a diversified, global portfolio of regionally focussed oil and gas exploration companies. Since 2011, Seacrest Capital Group has invested in a number of successful start-ups in the United Kingdom and Norwegian North Sea, West Africa, Ireland and South East Asia. As a result of Seacrests support, AziPac is in a strong position to take advantage of and build on further opportunities as they arise in the offshore Asia Pacific and Bay of Bengal regions.
SOURCE AziPac Ltd.

Sasol and INEOS Reach Final Investment Decision on High Density Polyethylene Joint Venture

HOUSTON — /PRNewswire/ — Sasol Chemicals North America LLC and INEOS Olefins & Polymers USA announced today that they have reached final investment decision to form a joint venture to build a high-density polyethylene (HDPE) plant in LaPorte, Texas.

The 50/50 joint venture will produce 470 kilotons per annum of bimodal HDPE using Innovene(TM) S process technology licensed from INEOS Technologies. The ethylene required for the production of the HDPE will be supplied by Sasol and INEOS in proportion to their respective ownership positions.

“This project will expand Sasol’s presence in the global chemical market and complement our North American growth strategy,” said Fleetwood Grobler, Sasol group executive for global chemicals. “Its location offers several benefits, including access to U.S. Gulf Coast infrastructure and proximity to our current and proposed ethane cracker and derivatives complex in Southwest Louisiana.”

INEOS will operate the HDPE plant at its Battleground Manufacturing Complex in LaPorte. Plant start-up is expected in the 2016 calendar year.

“This investment will allow INEOS to meet our customer’s needs for additional bimodal products,” said Dennis Seith, CEO of INEOS Olefins & Polymers USA. “It also supports INEOS’s strategy to invest and to capture synergies on our major sites.”

The definitive agreements are in the process of being finalised, and all relevant permits have been obtained. Because the plant will be debt financed, the investment decision is conditional on achieving financial close.

Sasol and INEOS announced their intention to form this joint venture in July 2013.

ALK Presents Phase III Data on House Dust Mite SLIT-tablet at EAACI Annual Congress in Copenhagen

HORSHOLM, Denmark/PRNewswire/ —

First sublingual allergy immunotherapy tablet with robust results in allergic rhinitis and allergic asthma. Data supports European regulatory filing in 2H 2014

Today, ALK (ALKB:DC / OMX: ALK B / AKABY / AKBLF) has presented key trial results on its new sublingual allergy immunotherapy tablet (SLIT-tablet) for house dust mite (HDM) respiratory allergic diseases at the 2014 Annual Congress of the European Academy of Allergy and Clinical Immunology (EAACI), in Copenhagen, Denmark.

The ALK HDM SLIT-tablet works by addressing the underlying causes of HDM respiratory allergic diseases. It is the first allergy immunotherapy product with a comprehensive clinical development programme aimed at treating both upper and lower airway manifestations of HDM induced allergic respiratory diseases (namely allergic rhinitis and allergic asthma, respectively).

Together, the MITRA and MERIT trials involved more than 1,800 patients. The trials form part of the largest clinical development programme in the history of allergy immunotherapy, involving more than 5,000 patients from Europe, North America and Japan.

MITRA trial in allergic asthma

The MITRA trial (MT-04) was initiated by ALK in 2011 to evaluate the efficacy and safety of the HDM SLIT-tablet compared to placebo in patients with HDM-induced asthma not fully controlled with medium to high dose inhaled corticosteroid (ICS). The primary endpoint of the trial was reduction in the risk of moderate-to-severe asthma exacerbation during ICS reduction as measured by the time to the first exacerbation.

The MITRA trial met its primary clinical endpoint. Patients who received the dose of 12 SQ-HDM experienced a significant improvement in their asthma control as evident by a 34% reduction in risk of suffering a moderate-to-severe asthma exacerbation during the withdrawal of inhaled corticosteroids.

Furthermore, the risk of patients experiencing nocturnal awakenings due to their asthma was significantly reduced in the observation period immediately preceding as well as after ICS withdrawal with the 12 SQ-HDM dose.

At randomisation, 28% of patients had uncontrolled asthma, according to the Global Initiative for Asthma (GINA) control assessment criteria, despite using medium to high dose ICS. The safety profile for uncontrolled patients was consistent with that of the general population with no increased risk identified. This finding may be of high clinical significance as uncontrolled asthma is considered a contraindication to presently available allergy immunotherapy products.

MERIT trial in allergic rhinitis

The MERIT trial was initiated by ALK in 2011 to evaluate the efficacy and safety of the HDM SLIT-tablet compared to placebo in the treatment of HDM-induced allergic rhinitis. The primary endpoint of the trial was a reduction in the combined rhinitis symptom and medication score.

Patients selected for the trial had all been diagnosed with moderate-to-severe HDM-induced allergic rhinitis and were highly symptomatic and requiring regular pharmacotherapy prior to receiving treatment. These symptoms were associated with sleep disturbance, impairment of daily activities or impairment of school or work.

The MERIT trial met its primary clinical endpoint. The median combined rhinitis symptom and medication score was reduced by 22% in patients treated with the 12 SQ-HDM dose versus placebo. Furthermore, patients experienced significantly fewer days with rhinitis exacerbation (defined as a day with severe rhinitis symptoms). The risk of experiencing a day with rhinitis exacerbation was halved, equating on average to approximately 20 fewer days annually with severe rhinitis symptoms.

The phase 2 and 3 data presented demonstrated an onset of action with the 12 SQ-HDM dose as early as 8 to 14 weeks post initiation of treatment.

Both the MITRA and MERIT trials also demonstrated that the treatment was well tolerated and had a favourable safety profile.

European regulatory filing on schedule

Henrik Jacobi, Executive Vice President, Research & Development at ALK, said: “These trials show very positive results for ALKs new SLIT-tablet in treating both manifestations of house dust mite-induced respiratory allergic diseases – allergic rhinitis and allergic asthma. They show that this new treatment could reduce allergy symptoms so that moderate-to-severe cases become mild. Based on these findings, we expect to submit a regulatory filing to the European authorities in the second half of 2014.”

Professor Pascal Demoly, Head of the Respiratory & Allergy Department at the University Hospital of Montpellier and Principal Investigator on the MERIT trial, said: “This is the first time we have seen robust data on the use of allergy immunotherapy for the treatment of both HDM allergic rhinitis and allergic asthma.”

He continued: “The HDM SLIT-tablet can be an important new treatment option for doctors involved in the management of patients with HDM respiratory allergic diseases whose condition is not well controlled by existing pharmacotherapy. For patients, it offers hope of relief from the burden of chronic respiratory allergy, and a potential release from the constant need to take symptomatic medication.”

ALK-Abello A/S

For further information please contact:

Press:
Martin Barlebo, tel. +45-4574-7901, mobile +45-2064-1143

Investor Relations:
Per Plotnikof, tel. +45-4574-7527, mobile +45-2261-2525

About ALK

ALK is a research-driven global pharmaceutical company focusing on allergy prevention, diagnosis and treatment. ALK is the world leader in allergy immunotherapy – a unique treatment of the underlying cause of allergy. The company has approximately 1,800 employees with subsidiaries, production facilities and distributors worldwide. ALK has entered into partnership agreements with Merck and Torii to commercialise sublingual allergy immunotherapy tablets in North America and Japan, respectively. The company is headquartered in Horsholm, Denmark, and listed on NASDAQ OMX Copenhagen. Find more information at http://www.alk.net.

About the MITRA trial

The trial was a randomised, placebo-controlled, double-blind, multi-national, multi-centre trial involving 834 patients from 13 European countries. Patients were divided into three treatment arms. Patients from the first two groups received two different doses of the tablet, while patients in the third group received placebo. Patients were dosed once daily for up to 18 months. Additionally, all patients received treatment with ICS until the last part of the trial, when ICS usage was reduced by 50% for three months, and then completely withdrawn for another three months. The trial design and success criteria were discussed with the European Medicines Agency (EMA) as scientific advice prior to trial initiation.

About the MERIT trial

The trial was a randomised, placebo-controlled, double-blind, multi-national, multi-centre trial involving 992 patients from 12 European countries. Patients were divided into three treatment arms of equal size. Patients in the first two groups received two different doses of the tablet, while patients in the third group received placebo but had unrestricted access to symptom-relieving medication. The patients received treatment once daily for one year.

About house dust mite allergy

House dust mites are the most common cause of allergy in the world. HDM-induced allergy is estimated to affect around 90 million people in Europe, North America and Japan, and more than 100 million in China. It is estimated that up to 20% are facing moderate to severe symptoms. The condition appears early in life, is present all year round and patients face an elevated risk of developing asthma and other allergies.
SOURCE ALK

Pacific Conferences Run Its Annual Media Relations Conference in Singapore and Hong Kong

Cultivating Online and Offline Win-Win Relationships with the Media

SINGAPORE, /PRNewswire/ — Not long ago, traditional media was the only avenue to disseminate your message and journalists the ones whom decide the coverage. Now, the floodgates have been opened and media terrain morphed. Media has become so diffused that it’s difficult to achieve the reach of the net with the same credibility as traditional media. Alvin Lim, former Social Media Manager, SEA & Japan, News Corp, pointed out that “Digital and social media are changing the PR, media and advertising landscapes, increasingly blurring the lines between functions.” It is now imperative to engage journalists and influencers through a successful hybrid of new and traditional media in order to amplify core message and enhance positive coverage in today’s multimedia environment.

Frazer Neo Macken, Vice President, Communications & Digital, Electrolux Asia Pacific, mentioned that “With new media, key stakeholders’ engagement has taken on a new meaning too. How we influence and manage the perceptions of opinion leaders who are important to our business requires more than the traditional ways of engagement.” Companies are well aware that they should engage influencers, but often do not know what positive impact they will bring. Grace Tan, Award-Winning Business & Lifestyle Blogger, substantiated this by commenting that “one little known fact about blogger engagement is that when journalists from the mainstream media fail to turn up at an important business event, such as a launch, because of an even more important world news event, bloggers can help ensure the word about your business still goes out.”

To equip media relations professionals with a strategic approach to media engagement and outreach, Pacific Conferences is organising a 2-day “New Media Relations” conference, to be held on 14 – 15 July 2014 at the Sheraton Towers Singapore and on 17 – 18 July 2014 at the Regal Hongkong Hotel, during which case studies and insights on media integration, social media newsroom, crisis and issues management, content creation, thought leadership and more will be shared.

Hear from expert speakers including Stephanie Huf from Ericsson, Frazer Neo Macken from Electrolux, Azwar Kamarudin from Pfizer, Greg Brutus from AT&T, Bruce Blakeman from Cargill, Christian Madera from BASF, Nicholas Smith from WWF, Jake Lee from Wall Street Journal, George Joseph from Singapore Press Holdings and George Chen from South China Morning Post among many others.

Participants will get to learn from case studies of World Health Organization, Deacons, Airline, Automotive/tyre, Consumer, Garment manufacturing, Healthcare and Technology among others, on how they can be equipped with effective approaches to media relations in the new age.

An Impressive Start for TianNing Dairy Farm

Afimilk planned, supervised and equipped project – up and running in China

AFIKIM, Israel, June 5, 2014 /PRNewswire/ — TianNing farm [ https://www.youtube.com/watch?v=OEuOry-qoZo ], a new dairy project in China’s Ningxia province, is off to an impressive start. The design was coordinated by Afimilk [ http://www.afimilk.com ], and equipped with Afimilk’s milking system and herd management system, the farm was planned to house 6,000 cows and 4,000 heifers.”

(Logo: http://photos.prnewswire.com/prnh/20130926/642356-a)

To view the Multimedia News Release, please click:
http://www.multivu.com/mnr/71400534-afimilk-impressive-start-tianning-dairy-farm

The results have been striking: presently, more than 3,000 cows are in milk – their first lactation – and daily average production is 30 kg milk/cow. Yearly milk production is over 9,400 liters/cow.

The Afimilk milking system is working flawlessly, while AfiFarm software provides all information required for effective herd management: heat detection, scheduling veterinary visits, preventive health monitoring, etc.

At the same time, TianNing’s managers have attended a two-month course in Israel on advanced dairy farming. Planned and organized by Afimilk, the course focused on AfiFarm herd management software, and subjects including management of large herds, large dairy farm organization, milking practices, nutrition and fertility.

“The new dairy farm in China is rising rapidly with the help of Afimilk’s system and the company’s professional support,” said Mr. Feirui, General Manager of the TianNing Company.

As Afimilk’s experience proves that close professional supervision and continuous training yield good results in such projects, an Israeli consultant and one Afimilk-trained assistant remain on-site, at the farm.

Ningxia province, in north-central China, has a continental, semi-arid climate, suitable for dairy farming. Conditions here are appropriate for growing good quality forage, corn silage and alfalfa.

Not surprisingly, the project’s underwriter, Chongqing (TianNing) Agriculture Investment Co., is currently seeking to replicate this project in other Chinese provinces.

About Afimilk
Afimilk provides dairy producers the technology and the knowledge to profitably produce high-quality milk. Afimilk’s creative thinking and proven expertise continue to lead the dairy industry by advancing the technology and introducing innovative improvements to match the changing needs of the dairy sector. The company leads in management software and sensors, with systems installed in over 50 countries.
You are welcome to join us at World Dairy Expo China [ http://www.dairyexpo.com/en/index.asp ] in Xi’an between June 13th-15th, 2014, booth B4303-B4312.
For more information, visit our websites: http://www.afimilk.com.
Contact information:
Ms. Noa Yonish, Marcom Manager, Tel: +972-50-7589973, mail: noa@afimilk.co.il
Ms. Lu Jing, China Marketing Manager, Tel: +86-139-17266378, mail: lujing@afimilk.com.cn
Logo: http://photos.prnewswire.com/prnh/20130926/642356-a
Video: http://www.multivu.com/mnr/71400534-afimilk-impressive-start-tianning-dairy-farm
Source: Afimilk Ltd