Placees. The Placing Agent will, on a best effort basis, place the Placing Shares to, as currently expected, not fewer than six Placees (who are independent professional, institutional or other investors), who and whose ultimate beneficial owner(s) are Independent Third Parties. It is not expected that any Placee will become a substantial Shareholder (as defined under the Listing Rules) immediately after completion of the Placing. If any of the Placees becomes a substantial Shareholder (as defined under the Listing Rules) immediately after the completion of the Placing, a further announcement will be made by the Company. Number of Placing Shares Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of 340,000,000 Placing Shares under the Placing represent (i) 12.23% of the existing issued share capital of the Company of 2,779,390,000 Shares as at the date of this announcement; and (ii) approximately 10.90% of the then issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$85,000,000. Ranking of Placing Shares The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. Placing Price The Placing Price is HK$0.42 per Placing Share. In line with the market practice, the Company will bear all costs and expenses of the Placing. Based on the estimated expenses for the Placing, the net Placing Price is approximately HK$0.415 per Placing Share. The Placing Price of HK$0.42 per Placing Share represents:
Placees. The Warrants shall be offered by the Placing Agent, on a best effort basis, to not less than six Placees. The Placing Agent will use its best endeavor to ensure that the Placees and their respective ultimate beneficial owners will be independent of, not connected with, and not acting in concert with, the Company or any director(s), chief executive(s) or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates. PRINCIPAL TERMS OF THE WARRANTS Placing Price: HK$0.01 per Warrant Subscription Price: HK$0.72 per Warrant Share (subject to adjustment) The Subscription Price is subject to adjustment in the event of, among other things, consolidation or subdivision of Shares, issue of Shares by way of capitalisation of profits or reserve, capital distribution to holders of Shares and issue wholly for cash of any new Shares at a price which is less than 90% of the then market price of the Shares. The Company will publish an announcement upon any adjustment to the Subscription Price. Payments of the Subscription Price must be made in immediately available funds. Subscription period: From the date of issue of the Warrants to 31 December 2014 (both dates inclusive) Transferability: The Warrants are transferable in integral multiples of 5,000 Warrants to any person other than a connected person. In the event of a transfer of Warrants to a connected person, prior approval from the Company and the Stock Exchange should be obtained. Ranking of the Warrant Shares: The Warrant Shares, when allotted and issued, will rank pari passu in all respects among themselves and with all other Shares then in issue. Rights for holders of Warrants: Holders of Warrants will not be entitled to attend or vote at any general meeting of the Company by virtue of them being the holders of the Warrants. Holders of Warrants shall not have the right to participate in any distribution and/or offers of further securities made by the Company. THE WARRANT SHARES The Warrant Shares will be allotted and issued under the General Mandate. Upon exercise in full of the subscription rights attaching to the Warrants, a maximum of 156,330,000 Warrants Shares will be allotted and issued, representing approximately 20.15% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.77% of the issued share capital of the Company as enlarged by the allotment and issue of the Warrant Shares. Application will be made to the Lis...
Placees. The Placing Shares will be placed to not less than six Placees who shall be any person or entity, who is professional, institutional or other investors, who and whose ultimate beneficial owners are Independent Third Parties. Upon completion of the Placing, it is expected that none of the Placees will become a substantial Shareholder. If any of the Placees will become a substantial Shareholder after completion of the Placing, further announcement will be made by the Company. Placing Shares The Placing Shares will be allotted and issued pursuant the General Mandate. Under the General Mandate, the Company is authorised to issue up to a maximum of 160,000,000 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate. The Placing Shares will be issued under the General Mandate and therefore the Placing is not subject to any Shareholders’ approval. The maximum of 160,000,000 Placing Shares represent (i) 20.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the Placing Shares. Ranking of the Placing Shares The Placing Shares will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. Placing Price The Placing Price of HK$0.110 per Placing Share represents: (i) a premium of approximately 14.58% to the closing price of HK$0.096 per Share as quoted on the Stock Exchange on 14 August 2020, being the last full trading day immediately before the execution of the Placing Agreement; and (ii) a discount of approximately 20.29% to the average closing price of approximately HK$0.138 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement. The Placing Price was arrived at after arm’s length negotiations between the Company and the Placing Agent with reference to the prevailing market price and the recent trading performance of the Shares. Conditions of the Placing Completion of the Placing shall be conditional upon:
Placees. The Placees shall be individual, corporate and/or institutional investors and securities dealers. Each of the Placees and its respective ultimate beneficial owner are Independent Third Party. The Warrants will be placed to not less than six (6) Placees. Principal Amount and Number of Warrants Warrants in the principal amount of $125,400,000 with rights to subscribe for up to 380,000,000 Shares at the initial Exercise Price of HK$0.33 per Subscription Share.
Placees. The Placing Shares are to be placed on a best efforts basis to not less than six Placees, who and whose ultimate beneficial owners shall be Independent Third Parties. The Placing Agent will use its reasonable endeavours to ensure that none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the GEM Listing Rules) of the Company. Placing Price The Placing Price of HK$0.105 per Placing Share represents:
Placees. In connection with the Placing (without limiting Clause 2.4), the Company hereby authorises the Placing Underwriters (i) to offer the Placing Shares to potential Placees at the Offer Price (together with Brokerage, Fees and Levies) in accordance with the terms of this Agreement and the Placing Documents; (ii) to distribute the Placing Shares to the Placees, and the Company hereby ratifies and agrees to ratify and confirm any prior distribution to potential Placees by the Placing Underwriters, on behalf of the Company, of any of the Placing Documents; and (iii) to enter into contracts on behalf of the Company for the subscription and sale of the Placing Shares. The Placing Shares shall not be offered to any person who, to the best knowledge and belief of the relevant Placing Underwriters, is a director, chief executive or substantial shareholder of the Company or of its Subsidiaries or their respective associates or otherwise connected for the purpose of the Listing Rules.
Placees. (a) The Placing Agent will, on a best effort basis, place the Placing Shares to not less than six (6) Placees at the Placing Price pursuant to the terms and conditions of this Agreement. The Placing Agent shall use its best endeavours to ensure that, among others, (i) each and every of the Placee shall be an independent third party and not parties acting in concert with the Subscriber and shall not be Shareholders as referred to in Clause 7.2(i); (ii) the Company will meet the public float requirements under Rule 8.08 of the Listing Rules immediately after Completion;
Placees. The Placing Agent agreed to place the Placing Shares, on a fully underwritten basis, to not less than six Placees, being individuals, institutional or professional investors, and who and whose ultimate beneficial owners, as far as the Placing Agent and the Directors are aware, are independent of and not connected with the Company, the Directors, chief executive and substantial shareholders (as such term is defined in the Listing Rules) of the Company, its subsidiaries and their respective associates (as defined in the Listing Rules). Placing Price: HK$0.015 per Share, representing a discount of approximately 6.25% to the average closing price of HK$0.016 per Share as quoted on the Stock Exchange for the last five trading days ended on and including 4 October 2018, and a discount of approximately 6.25% to the closing price of HK$0.016 per Share as quoted on the Stock Exchange on 5 October 2018, being the last full trading day prior to the publication of this announcement. The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent on the date of the Placing Agreement with reference to the prevailing market price of the Shares. Ranking of the Placing Shares: The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. Conditions of the Placing: Completion of the Placing is conditional upon: (i) the Hong Kong court granting validation order in respect of the Placing, if required; (ii) the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Placing Shares; and (iii) the Placing Agreement not having been terminated in accordance with its terms. If any of the above conditions cannot be fulfilled on or prior to the 18th day after the date of the Placing Agreement, the Placing Agreement shall automatically terminate and all rights, obligations and liabilities of the parties thereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other in respect of the Placing save for any antecedent breaches of the Placing Agreement.
Placees. The Placees shall be individual, corporate and/or institutional investors and securities dealers. Each of the Placees and its respective ultimate beneficial owner are Independent Third Party. The Warrants will be placed to not fewer than six (6) Placees. Number of Warrants 100,000,000 Warrants. Placing Price The Placing Price is HK$0.15 per Warrant Exercise Price HK$3.95 per Warrant Share, subject to adjustment upon the occurrence of any of the Adjustment Events and other dilutive events which may have adverse effects on the rights of the holder of the Warrants. The aggregate of the Placing Price of HK$0.15 per Warrant and the Exercise Price of HK$3.95 per Share, i.e. HK$4.10, represented (i) a premium of approximately 5.7% over the closing price of HK$3.88 per Share quoted on the Stock Exchange on the Last Trading Day, and (ii) a premium of approximately 6.2% over the average of the closing prices of HK$3.862 per Share for the last five trading days for the Shares prior to the Last Trading Day. The Exercise Price of HK$3.95 per Share represented: (i) a premium of approximately 1.8% over the closing price of HK$3.88 per Share quoted on the Stock Exchange on the Last Trading Day; and (ii) a premium of approximately 2.3% over the average of the closing prices of HK$3.862 per Share for the last five trading days for the Shares prior to the Last Trading Day. Both the Placing Price and the Exercise Price are determined based on negotiations on arm’s length basis between the Company and the Placing Agent with reference to the current strong market sentiment, liquidity flow in the capital market and the historical Share price. The Directors consider that both the Placing Price and the Exercise Price are fair and reasonable. Completion Date Completion will take place the Completion Date being on the second Business Day after the fulfillment of the conditions referred to in the section headed “Conditions of the Placing” below (or such other date as the Company and the Placing Agent may agree in writing prior to Completion).
Placees. There will be more than six Placees and the Placees are independent professional investors.
