GENERAL MANDATE. The Subscription Shares will be allotted and issued pursuant to the General Mandate, which has been granted to the Directors to allot and issue up to 305,667,200 Shares, representing 20% of the total number of Shares in issue as at the date of the AGM. As at the date of this announcement, the Company has not allotted and issued any Shares under the General Mandate. Accordingly, the General Mandate is sufficient for the allotment and issue of the Subscription Shares, and the issue of the Subscription Shares is not subject to the approval of the Shareholders.
GENERAL MANDATE. Pursuant to a general mandate (the “General Mandate”) granted by the Shareholders at the annual general meeting of the Company held on 20 May 2022, the Directors may exercise all powers of the Company to allot, issue and otherwise deal with Shares not exceeding 163,608,282 Shares, representing 20% of the number of the issued Shares of the Company as at the date of the annual general meeting. As at the date of this announcement, no Shares have been allotted and issued pursuant to the General Mandate. Accordingly, 163,608,282 Shares remains available for allotment and issuance under the General Mandate which is sufficient for the issue of the Subscription Shares. As a result, the issue of the Subscription Shares is not subject to separate Shareholders’ approval.
GENERAL MANDATE. The maximum number of Consolidated Shares that can be issued under the General Mandate is 580,428,139 Consolidated Shares, being 20% of the theoretical total number of Consolidated Shares in issue as at the date of the annual general meeting of the Company held on 16 June 2022. As at the date of this announcement, the Company has allotted or issued 58,000,000 Consolidated Shares under the General Mandate in accordance with the share subscription agreement dated 23 February 2023. Based on the adjusted Conversion Price of HK$0.50 per Conversion Share, a total of 200,000,000 Conversion Shares will be allotted and issued under the General Mandate upon full conversion of the Convertible Notes. After completion of the issue and allotment of the Conversion Shares upon full conversion of the Convertible Notes, the maximum number of Consolidated Shares that can be allotted and issued under the General Mandate will be 322,428,139. EFFECT ON THE SHAREHOLDING STRUCTURE The following table sets out the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon full conversion of the Convertible Notes at the adjusted Conversion Price, assuming there are no changes in the issued share capital of the Company from the date of this announcement and up to the date of the full conversion of the Convertible Notes, for illustration purposes only: Name of Shareholders As at the date of this announcement Immediately upon full conversion of the Convertible Notes Number of issued Consolidated Shares Approximate % Number of issued Consolidated Shares Approximate % Xx. Xxx 1,944,060,555 (Note) 65.67 1,944,060,555 (Note) 61.52 The Subscriber – – 200,000,000 6.33 Public Shareholders 1,016,080,142 34.33 1,016,080,142 32.15 Total 2,960,140,697 100.00 3,160,140,697 100.00 Note: These Consolidated Shares included 34,583,000 Consolidated Shares held by Xx. Xxx, 997,368,057 Consolidated Shares held by Hong Kong Finance Equity Holding Limited, 438,223,642 Consolidated Shares held by Hong Kong Finance Equity Investment Limited, 264,964,356 Consolidated Shares held by Hong Kong Finance Equity Management Limited, 477,000 Consolidated Shares held by Wisdom On Holdings Limited and 208,444,500 Consolidated Shares held by Hong Kong Finance Investment Limited respectively. The issued share capital of Hong Kong Finance Investment Limited was directly wholly owned by Xx. Xxx. The issued share capital of Hong Kong Finance Equity Holding Limited, Hong Kong Fi...
GENERAL MANDATE. The Conversion Shares will be allotted and issued pursuant to the General Mandate. As at the date of this announcement, the Company has utilised approximately 41.21% of the General Mandate. The 641,176,470 Conversion Shares to be allotted and issued upon full exercise of the Conversion Rights, will further utilise approximately 52.84% of the General Mandate. Therefore, the number of the Conversion Shares will not exceed the authorisation under the General Mandate. Accordingly, the issue of the Conversion Shares will not be subject to the approval of the Shareholders.
GENERAL MANDATE. By a resolution of the shareholders of the Company passed at the annual general meeting held on 10 December 2008, the Company granted a general mandate to the Directors to allot and issue up to 486,993,605 Shares. The Directors have not exercised the power to allot and issue any new Shares pursuant to the general mandate granted. As at the date of this announcement, the Company is entitled to issue up to 486,993,605 Shares pursuant to such general mandate. The Subscription Shares will be issued under the general mandate.
GENERAL MANDATE. The issue of Remuneration Shares is not subject to the Shareholders’ approval, as the Remuneration Shares shall be allotted and issued under the General Mandate granted to the Directors at the annual general meeting of the Company held on 28 June 2013. Under the General Mandate, the Directors are allowed to allot and issue at a maximum of 180,945,683 Shares. As at the date of this announcement, no Shares have been allotted and issued pursuant to the General Mandate. Accordingly, the Remuneration Shares to be allotted and issued will utilise approximately 1.45% of the General Mandate.
GENERAL MANDATE. The Placing Shares will be issued pursuant to the general mandate to allot, issue and deal with up to 223,321,967 Shares, which was granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company on 17 August 2016. As at the date of this announcement, no Share has been issued pursuant to the said general mandate. Conditions Precedent Completion of the Placing is conditional upon:
GENERAL MANDATE. Upon the conversion in full of the Convertible Bonds, a maximum of 357,400,000 Conversion Shares shall be allotted and issued under the General Mandate. Under the General Mandate, the Company is authorized to allot, issue and otherwise deal with the new Shares (including the issue of any securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares) up to a maximum of 20% of the aggregate number of the issued Shares as at the date of passing the resolution approving such mandate, which amounts to 357,415,200 new Shares. The General Mandate has not been utilized prior to the date of this announcement. As such, the General Mandate will be sufficient for, and no further Shareholders’ approval is required for, the allotment and issue of the Conversion Shares. EQUITY FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE MONTHS The Board confirms that there has not been any equity fund raising exercise made by the Company in the twelve months immediately preceding the date of this announcement.
GENERAL MANDATE. The issue of the Convertible Bonds and the Conversion Shares is not subject to Shareholders’ approval. The Conversion Shares will be issued pursuant to the General Mandate, subject to the limit of up to 1,385,115,356 Shares (representing 20% of the issued share capital of the Company on the date on which the General Mandate was granted). As at the date of this announcement, the General Mandate has not been utilised. Assuming full conversion of the Convertible Bonds, the Conversion Shares will utilise a maximum of, based on the initial Conversion Price, approximately 155,440,414 Shares under the General Mandate. APPLICATION FOR LISTING No application will be made by the Company to the Listing Committee for listing of the Convertible Bonds. An application will be made to the Listing Committee for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange. Completion of the Subscription Agreement is subject to fulfilment of the conditions thereunder. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
GENERAL MANDATE. The Conversion Shares will be allotted and issued under the General Mandate. Under the General Mandate, a maximum of 4,482,615,421 new Shares may fall to be allotted and issued. The General Mandate has not been utilised prior to the date of this announcement. Accordingly, no Shareholders’ approval is required for the allotment and issue of the Conversion Shares.
