Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder must be registered as a Shareholder at the close of business on the Record Date and not be a Non-Qualifying Shareholder. In order to be registered as Shareholder at the close of business on the Record Date, all transfers of the Consolidated Shares (together with the relevant share certificate(s) and/or instrument(s) of transfer) must be lodged with the Registrar at Room 0000X, 00/X., 000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxx, by 4: 30 p.m. on Monday, 2 September 2024. It is expected that the last day of dealings in the Consolidated Shares on a cum-rights basis is Thursday, 29 August 2024, and the Consolidated Shares will be dealt with on an ex-rights basis from Friday, 30 August 2024. Subject to the Share Consolidation becoming effective and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will despatch the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date and will despatch the Prospectus only (without the PAL) to the Non-Qualifying Shareholder for their information only. Qualifying Shareholders who do not take up the Rights Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings in the Company will be diluted. Rights of Overseas Shareholders (if any) The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below. In compliance with Rule 17.41(1) of the GEM Listing Rules, the Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders on account either of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that (those) place(s), the Rights Issue will not be extended to such Overseas Shareholders. The Company will despatch the Prospectus (without the PAL) to the Non-Qualifying Shareholders for their information only on the Prospectus Posting Date. Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro rata (but rounded down to the nearest cent) to the Non-Qualifying Shareholders in Hong Kong dollars, except that the Company will retain individual amounts of less than HK$100 for its own benefit. Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the GEM Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the securities of the Company. Closure of register of members The register of members of the Company will be closed from Tuesday, 3 September 2024 to Monday, 9 September 2024 (both days inclusive) for determining the Shareholders’ entitlements to the Rights Issue. No transfer of the Consolidated Shares will be registered during the above book closure periods. Basis of provisional allotment The basis of the provisional allotment shall be three (3) Rights Shares for every one (1) Consolidated Share in issue and held by the Qualifying Shareholders at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Prospectus Documents. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker’s cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Fractional entitlements to the Rights Shares On the basis of three (3) Rights Shares for every one (1) Consolidated Share held on the Record Date, no fractional entitlement will arise under the Rights Issue. Status of the Rights Shares The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form. Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements The Company will make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent placees for the benefit of Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue. Accordingly, on 15 July 2024 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the Placing Period to placee(s) who and whose ultimate beneficial owner(s) are Independent Third Party(ies) on a best efforts basis. Any premium over the Subscription Price for those Rights Shares that is realised will be paid to those No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basis. The Placing Agent will, on a best efforts basis, procure, by not later than 4: 00 p.m. on Friday, 4 October 2024, placees for all (or as many as possible) of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. Any Unsubscribed Rights Shares and NQS Unsold Rights Shares which are not placed under the Compensatory Arrangements will be taken up by the Underwriter to an extent pursuant to the Underwriting Agreement and the remaining Rights Shares (if any) will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid (without interest) to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below on pro-rata basis (but rounded down to the nearest cent):
Appears in 1 contract
Samples: www1.hkexnews.hk
Qualifying Shareholders. To qualify for the The Rights Issue, a Shareholder must be registered as a Shareholder at the close of business on the Record Date and not be a Non-Qualifying Shareholder. In order to be registered as Shareholder at the close of business on the Record Date, all transfers of the Consolidated Shares (together with the relevant share certificate(s) and/or instrument(s) of transfer) must be lodged with the Registrar at Room 0000X, 00/X., 000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxx, by 4: 30 p.m. on Monday, 2 September 2024. It is expected that the last day of dealings in the Consolidated Shares on a cum-rights basis is Thursday, 29 August 2024, and the Consolidated Shares will be dealt with on an ex-rights basis from Friday, 30 August 2024. Subject to the Share Consolidation becoming effective and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will despatch the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date and will despatch the Prospectus only (without the PAL) to the Non-Qualifying Shareholder for their information only. Qualifying Shareholders who do not take up the Rights Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings in the Company will be diluted. Rights of Overseas Shareholders (if any) The Prospectus Issue Documents are not intended to be registered or filed under the applicable securities legislation or equivalent legislation of any jurisdiction jurisdictions other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below. In compliance with Rule 17.41(1) of the GEM Listing Rules, the The Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders. The Company notes the necessary requirements specified in the Listing Rules and will only exclude from the Rights Issue the Overseas Shareholders (if any). Ifwhom the Directors, based on legal opinionsafter making enquiries, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders exclude on account of either of the legal restrictions under the laws of the relevant place(s) jurisdictions or the any requirements of the relevant regulatory body bodies or stock exchange exchanges in that (those) place(s), such jurisdictions. The basis of exclusion of the Non-Qualifying Shareholders from the Rights Issue Issue, if any, will be disclosed in the Prospectus. The Company will not offer the Rights Shares to the Non-Qualifying Shareholders. Accordingly, no provisional allotment of Rights Shares will be extended sent to such Overseas the Non- Qualifying Shareholders. The Company will despatch will, subject to the advice of the Company’s legal advisers in the relevant jurisdiction(s) where the Non-Qualifying Shareholders are located and to the extent reasonably practicable, send copies of the Prospectus (without the PAL) to the Non-Qualifying Shareholders for their information only on only, but the Prospectus Posting DateCompany will not send any PAL or EAF to them. Arrangements will be made for the Rights Shares Shares, which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders had they been Qualifying Shareholders, to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commencecommence and in any event before dealings in the nil-paid Rights Shares end, if a premium (net in excess of expenses) all expenses of sale can be obtained. The aggregate net proceeds of such sale, less expenses, sale will be paid pro rata (but rounded down distributed by the Company to the nearest cent) to the Non-Non- Qualifying Shareholders (pro-rata to their respective shareholdings on the Record Date) in Hong Kong dollars, except provided that if any of such Non-Qualifying Shareholders would be entitled to a sum not exceeding HK$100, such sum will be retained by the Company will retain individual amounts of less than HK$100 for its own benefit. Any unsold nil-paid Rights Shares to which such Non-Qualifying Shareholders would otherwise have been entitled will be made available for excess application by the Qualifying Shareholders under the EAFs and the untaken balance (if any) will be underwritten by Xinling. Overseas Shareholders and beneficial owners of the Shares who are residing outside Hong Kong should note that they may or may not be entitled to the Rights Issue, Issue pursuant to Listing Rules subject to the results of the enquiries made by the Directors pursuant Board. The Company reserves the right to Rule 17.41(1) treat as invalid any acceptance of or applications for Rights Shares where it believes that such acceptance or application would violate the GEM Listing Rulesapplicable securities or other laws or regulations of any territory or jurisdiction. Accordingly, Overseas Shareholders and beneficial owners of the Shares who are residing outside Hong Kong should exercise caution when dealing in the securities Shares. Odd Lot Arrangement In order to facilitate the trading of odd lots of the Company. Closure of register of members The register of members of the Company will be closed Shares arising from Tuesday, 3 September 2024 to Monday, 9 September 2024 (both days inclusive) for determining the Shareholders’ entitlements to the Rights Issue. No transfer , a designated broker will be appointed to match the purchase and sale of odd lots of the Consolidated Shares will be registered during the above book closure periods. Basis of provisional allotment The basis of the provisional allotment shall be three (3) Rights Shares for every one (1) Consolidated Share in issue and held by the Qualifying Shareholders at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Prospectus Documents. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker’s cashier order relevant market price per Share for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Fractional entitlements period from Wednesday, 25 July 2018 to the Rights Shares On the basis of three Friday, 17 August 2018 (3) Rights Shares for every one (1) Consolidated Share held on the Record Date, no fractional entitlement will arise under the Rights Issue. Status of the Rights Shares The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issueboth dates inclusive). Holders of fully-paid Rights odd lots of Shares should note that successful matching of the sale and purchase of odd lots of Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lot arrangement is recommended to consult his/her/its own professional advisers. Details of the odd lot arrangement will be entitled to receive all future dividends and distributions which are declared, made or paid after provided in the date of allotment of the Rights Shares in their fully-paid form. Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements The Company will make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent placees for the benefit of Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue. Accordingly, on 15 July 2024 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the Placing Period to placee(s) who and whose ultimate beneficial owner(s) are Independent Third Party(ies) on a best efforts basis. Any premium over the Subscription Price for those Rights Shares that is realised will be paid to those No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basis. The Placing Agent will, on a best efforts basis, procure, by not later than 4: 00 p.m. on Friday, 4 October 2024, placees for all (or as many as possible) of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. Any Unsubscribed Rights Shares and NQS Unsold Rights Shares which are not placed under the Compensatory Arrangements will be taken up by the Underwriter to an extent pursuant to the Underwriting Agreement and the remaining Rights Shares (if any) will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid (without interest) to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below on pro-rata basis (but rounded down to the nearest cent):Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement
Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder Shareholder’s name must be registered as a Shareholder at appear on the close register of business members of the Company on the Record Date Date, which is currently expected to be Wednesday, 27 June 2018 and such Shareholder must not be a Non-Qualifying Shareholder. In order to be registered as Shareholder at a member of the close of business Company on the Record Date, all transfers any transfer of the Consolidated Shares (together with the relevant share certificate(s) and/or instrument(s) of transfer)) must be lodged with the Registrar at Room 0000Xshare registrar of the Company for registration by 4:30 p.m. on the Last Day for Transfer. The register of members of the Company will be closed from Thursday, 00/X.21 June 2018 to Wednesday, 27 June 2018, both days inclusive. The share registrar of the Company is Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 00xx Xxxxx, Xxxxxxxx Xxxxxx, 000 Xxxxxxxx XxxxXxxxx’s Road East, Xxxxx Xxxxx, Xxxx Xxxx, by 4: 30 p.m. on Monday, 2 September 2024Hong Kong. It is expected that the The last day of dealings in the Consolidated Shares on a cum-rights basis is ThursdayFriday, 29 August 2024, and the Consolidated 15 June 2018. The Shares will be dealt with on an ex-rights basis from FridayTuesday, 30 August 202419 June 2018. Subject The Latest Time for Acceptance is expected to the Share Consolidation becoming effective and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will despatch the Prospectus Documents to the Qualifying Shareholders be 4:00 p.m. on the Prospectus Posting Date and will despatch the Prospectus only (without the PAL) to the Non-Qualifying Shareholder for their information onlyFinal Acceptance Date. Qualifying Shareholders who do take up their pro rata entitlement in full will not suffer any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements). If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings Issue, his/her/its proportionate shareholding in the Company will be diluted. Rights of Overseas Shareholders (if any) The Prospectus Documents are not intended Company expects to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in send the Rights Issue as explained belowDocuments to the Qualifying Shareholders on or before the Posting Date. In compliance with Rule 17.41(1) Subject to the advice of the GEM Listing RulesCompany’s legal advisers in the relevant jurisdiction(s) and to the extent reasonably practicable, the Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders on account either send copies of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that (those) place(s), the Rights Issue will not be extended to such Overseas Shareholders. The Company will despatch the Prospectus (without the PAL) to the Non-Qualifying Shareholders for their information only only, but will not send any PAL or EAF to them. A copy of the Prospectus will also be made available on the Prospectus Posting Date. Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro rata (but rounded down to the nearest cent) to the Non-Qualifying Shareholders in Hong Kong dollars, except that the Company will retain individual amounts of less than HK$100 for its own benefit. Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the GEM Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the securities of the Company. Closure of register of members The register of members respective websites of the Company will be closed from Tuesday, 3 September 2024 to Monday, 9 September 2024 (both days inclusivexxxx://xxx.xxxxxxxxxxxxx.xxx) for determining the Shareholders’ entitlements to the Rights Issue. No transfer of the Consolidated Shares will be registered during the above book closure periods. Basis of provisional allotment The basis of the provisional allotment shall be three (3) Rights Shares for every one (1) Consolidated Share in issue and held by the Qualifying Shareholders at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Prospectus Documents. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker’s cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Fractional entitlements to the Rights Shares On the basis of three (3) Rights Shares for every one (1) Consolidated Share held on the Record Date, no fractional entitlement will arise under the Rights Issue. Status of the Rights Shares The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form. Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements The Company will make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent placees for the benefit of Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue. Accordingly, on 15 July 2024 Stock Exchange (after trading hours of the Stock Exchangexxx.xxxxxxxx.xx), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the Placing Period to placee(s) who and whose ultimate beneficial owner(s) are Independent Third Party(ies) on a best efforts basis. Any premium over the Subscription Price for those Rights Shares that is realised will be paid to those No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basis. The Placing Agent will, on a best efforts basis, procure, by not later than 4: 00 p.m. on Friday, 4 October 2024, placees for all (or as many as possible) of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. Any Unsubscribed Rights Shares and NQS Unsold Rights Shares which are not placed under the Compensatory Arrangements will be taken up by the Underwriter to an extent pursuant to the Underwriting Agreement and the remaining Rights Shares (if any) will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid (without interest) to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below on pro-rata basis (but rounded down to the nearest cent):.
Appears in 1 contract
Samples: Underwriting Agreement
Qualifying Shareholders. The Rights Issue will only be available to the Qualifying Shareholders. The Company will despatch the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date but will only send the Prospectus (without the PAL), for information purposes only, to the Non-Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder must be registered as a Shareholder member of the Company at the close of business on the Record Date and not be a Non-Qualifying Shareholder. Shareholders with their Shares held by a nominee (or held in CCASS) should note that the Board will consider the said nominee (including HKSCC Nominees Limited) as one single Shareholder according to the register of members of the Company and are advised to consider whether they would like to arrange for the registration of the relevant Shares in their own names prior to the Record Date. In order to be registered as Shareholder members of the Company at the close of business on the Record Date, all transfers of the Consolidated Shares any relevant transfer documents (together with the relevant share certificate(s) and/or instrument(s) of transfercertificates) must be lodged with the Registrar at Room 0000XShops 1712–1716, 00/X.17th Floor, 000 Xxxxxxxx XxxxHopewell Centre, Xxxxx Xxxxx183 Queen’s Road East, Xxxx XxxxHong Kong for registration no later than 10:00 a.m. on Tuesday, by 4: 30 p.m. on Monday, 2 September 202421 July 2020. It is expected that the last day of dealings in the Consolidated Shares on a cum-rights basis is ThursdayFriday, 29 August 2024, 17 July 2020 and the Consolidated Shares will be dealt with on an ex-rights basis from FridayMonday, 30 August 202420 July 2020. Subject to the Share Consolidation becoming effective and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will despatch the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date and will despatch the Prospectus only (without the PAL) to the Non-Qualifying Shareholder for their information only. The Qualifying Shareholders who do take up their pro-rata entitlement in full will not experience any dilution to their interests in the Company (except in relation to any dilution resulting from the taking up by third parties of any Rights Shares arising from the aggregation of fractional entitlements, if any). If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings Issue, his/her/its proportionate shareholding in the Company will be diluted. Rights of Overseas Shareholders (if any) The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below. In compliance with Rule 17.41(1) of the GEM Listing Rules, the Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders on account either of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that (those) place(s), the Rights Issue will not be extended to such Overseas Shareholders. The Company will despatch the Prospectus (without the PAL) to the Non-Qualifying Shareholders for their information only on the Prospectus Posting Date. Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro rata (but rounded down to the nearest cent) to the Non-Qualifying Shareholders in Hong Kong dollars, except that the Company will retain individual amounts of less than HK$100 for its own benefit. Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the GEM Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the securities of the Company. Closure of register of members The register of members of the Company will be closed from Tuesday, 3 September 2024 to Monday, 9 September 2024 (both days inclusive) for determining the Shareholders’ entitlements to the Rights Issue. No transfer of the Consolidated Shares will be registered during the above book closure periods. Basis of provisional allotment The basis of the provisional allotment shall be three (3) Rights Shares for every one (1) Consolidated Share in issue and held by the Qualifying Shareholders at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Prospectus Documents. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker’s cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Fractional entitlements to the Rights Shares On the basis of three (3) Rights Shares for every one (1) Consolidated Share held on the Record Date, no fractional entitlement will arise under the Rights Issue. Status of the Rights Shares The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form. Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares and the Compensatory Arrangements The Company will make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent placees for the benefit of Shareholders to whom they were offered by way of the Rights Issue. There will be no excess application arrangements in relation to the Rights Issue. Accordingly, on 15 July 2024 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the Placing Period to placee(s) who and whose ultimate beneficial owner(s) are Independent Third Party(ies) on a best efforts basis. Any premium over the Subscription Price for those Rights Shares that is realised will be paid to those No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basis. The Placing Agent will, on a best efforts basis, procure, by not later than 4: 00 p.m. on Friday, 4 October 2024, placees for all (or as many as possible) of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. Any Unsubscribed Rights Shares and NQS Unsold Rights Shares which are not placed under the Compensatory Arrangements will be taken up by the Underwriter to an extent pursuant to the Underwriting Agreement and the remaining Rights Shares (if any) will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid (without interest) to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below on pro-rata basis (but rounded down to the nearest cent):.
Appears in 1 contract
Samples: www.saholdings.com.hk
Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder must be registered as a Shareholder member of the Company at the close of business on the Record Date and not be a Non-Qualifying Shareholder. In order to be registered as Shareholder members of the Company at the close of business on the Record Date, all transfers of the Consolidated Adjusted Shares (together with the relevant share certificate(s) and/or instrument(s) of transfer) must be lodged with the Registrar at Room 0000XLevel 54, 00/X.Hopewell Centre, 000 Xxxxxxxx Xxxxx’x Xxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxx, by 4: 30 p.m. on Monday, 2 September 202410 January 2022. It is expected that the last day of dealings in the Consolidated Adjusted Shares on a cum-rights basis is Thursday, 29 August 20246 January 2022, and the Consolidated Adjusted Shares will be dealt with on an ex-rights basis from Friday, 30 August 20247 January 2022. Subject to the Share Consolidation Capital Reorganisation becoming effective and the registration of the Prospectus Documents in accordance with the applicable laws and regulations, the Company will despatch the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date and will despatch the Prospectus only (without the PAL) to the Non-Non- Qualifying Shareholder for their information only. Qualifying Shareholders who do not take up the Rights Shares to which they are entitled and Non-Qualifying Shareholders should note that their shareholdings in the Company will be diluted. Rights of Overseas Shareholders (if any) The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below. In compliance with Rule 17.41(1) of the GEM Listing Rules, the Company will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders (if any). If, based on legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders on account either of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that (those) place(s), the Rights Issue will not be extended to such Overseas Shareholders. The basis for excluding the Non-Qualifying Shareholders(s), if any, from the Rights Issue will be set out in the Prospectus to be issued. The Company will despatch send the Prospectus (without the PAL) and a letter explaining the circumstances in which the Non-Qualifying Shareholders are not permitted to participate in the Rights Issue to the Non-Qualifying Shareholders for their information only on the Prospectus Posting Dateonly. Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtainedcommence and before dealing in the nil-paid Rights Shares end. The proceeds of such salesale of individual portion of nil-paid Rights Shares of relevant Non-Qualifying Shareholder, less expensesexpenses and stamp duty, of more than HK$100 will be paid pro rata (but rounded down to the nearest cent) to the Non-Qualifying Shareholders in Hong Kong dollarsShareholders. In view of administrative costs, except that the Company will retain individual amounts of HK$100 or less than HK$100 for its own benefitthe benefit of the Company. Any unsold entitlement of Non- Qualifying Shareholders will be taken up by the Underwriter in accordance with the terms of the Underwriting Agreement. The Rights Shares which would otherwise have been provisionally allotted to the Non- Qualifying Shareholders in nil-paid form that have not been sold by the Company, i.e. the NQS Unold Rights Shares, together with the Unsubscribed Rights Shares, shall be subject to the Compensatory Arrangements, as further described in the paragraph headed ‘‘Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares, and the Compensatory Arrangements’’ below. Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 17.41(1) of the GEM Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the securities of the Company. Closure of register of members The register of members of the Company will be closed from Tuesday, 3 September 2024 11 January 2022 to Monday, 9 September 2024 13 January 2022 (both days inclusive) for determining the Shareholders’ entitlements to the Rights Issue. No transfer of the Consolidated Adjusted Shares will be registered during the above book closure periods. Basis of provisional allotment The basis of the provisional allotment shall be three (3) Rights Shares for every one (1) Consolidated Adjusted Share in issue and held by the Qualifying Shareholders at the close of business on the Record Date at the Subscription Price payable in full on acceptance and otherwise on the terms and subject to the conditions set out in the Underwriting Agreement and the Prospectus Documents. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker’s cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Fractional entitlements to the Rights Shares On the basis of three (3) Rights Shares for every one (1) Consolidated Adjusted Share held on the Record Date, no fractional entitlement will arise under the Rights Issue. Status of the Rights Shares The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form. Share certificates and refund cheques for the Rights Issue Subject to the fulfilment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post at their own risk on or before 11 February 2022. If the Underwriting Agreement is terminated or not becoming unconditional, refund cheques will be despatched on 11 February 2022 by ordinary post, at the respective Shareholders’ own risk, to their registered addresses. Application for listing of the Rights Shares The Company will apply to the GEM Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Rights Shares in the board lot of size of 96,000 Shares, in both their nil-paid and fully-paid forms. Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully- paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement dates of the dealings in the Rights Shares in both their nil-paid and fully-paid forms or such other dates as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Dealing in the Rights Shares in both their nil-paid and fully-paid forms which are registered in the register of members of the Company in Hong Kong will be subject to the payment of stamp duty, Stock Exchange trading fee, transaction levy, investor compensation levy or any other applicable fees and charges in Hong Kong. Shareholders are advised to consult their professional advisers if they are in doubt as to the taxation implications of the receipt, purchase, holding, exercising, disposing of or dealing in, the nil-paid Rights Shares or the fully-paid Rights Shares and, regarding Non-Qualifying Shareholders, their receipt of the net proceeds, if any, from sales of the nil-paid Rights Shares on their behalf. Conditions of the Rights Issue The Rights Issue is conditional upon the Underwriting Agreement having become unconditional and not being terminated in accordance with the terms thereof. Irrevocable Undertaking As at the date of this announcement, Mr. Xx, a substantial Shareholder, owns an aggregate of 200,730,224 Existing Shares, representing approximately 13.41% of the issued Existing Shares. Pursuant to the Irrevocable Undertakings, Mr. Xx has provided irrevocable and unconditional undertakings to the Company that (a) all the above Shares held by him will continue to be beneficially owned by him on the Record Date; and (b) he will accept and pay for all the Rights Shares to be provisionally allotted to him under the Rights Issue pursuant to the terms and conditions of the Prospectus Documents. Procedures in respect of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares Shares, and the Compensatory Arrangements The Pursuant to Rule 10.31(2) of the GEM Listing Rules, as Mr. Xx, as the Underwriter, is a substantial Shareholder of an aggregate of 200,730,224 Existing Shares, representing approximately 13.41% of the issued Existing Shares, the Company will must make arrangements described in Rule 10.31(1)(b) of the GEM Listing Rules to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent placees for the benefit of the Shareholders to whom they were offered by way of the Rights Issuerights. There will be no excess application arrangements in relation to the Rights Issue. Accordingly, on 15 July 2024 (after trading hours Issue as stipulated under Rule 10.31(1)(a) of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the GEM Listing Rules. The Company has appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during after the Placing Period Latest Time for Acceptance to placee(s) who and whose ultimate beneficial owner(s) are Independent Third Party(ies) independent placees on a best efforts effort basis. Any , and any premium over the aggregate amount of (i) the Subscription Price for those Rights Shares Shares; and (ii) the expenses of the Placing Agent (including any other related expenses/fees), that is realised from the Placing will be paid to those No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basisShareholders. The Placing Agent will, on a best efforts effort basis, procure, by not later than 4: 00 p.m. on FridayTuesday, 4 October 20248 February 2022, placees acquirers for all (or as many as possible) of the those Unsubscribed Rights Shares and the NQS Unsold Rights SharesShares at a price not less than the Subscription Price. Any Subject to to the Company satisfying the minimum Public Float Requirement under the Rule 11.23(7) of GEM Listing Rules upon the completion of the Rights Issue, any unsold Unsubscribed Rights Shares and the NQS Unsold Rights Shares which are not placed under the Compensatory Arrangements will be taken up by the Underwriter to an extent pursuant to the terms of the Underwriting Agreement Agreement. For avoidance of doubt, the Underwriter will not take up all of the Unsubscribed Rights Shares and the remaining NQS Unsold Rights Shares (if any) as a result of which the Company will fall below the minimum Public Float Requirement upon completion of the Rights Issue. Any of the Rights Shares which remain untaken by the Underwriter, as a result of the maintenance of the minimum Public Float Requirement upon completion of the Rights Issue, will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Net Gain (if any) will be paid (without interest) to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below on pro-rata basis (on the basis of all Unsubscribed Rights Shares and NQS Unsold Rights Shares) to the No Action Shareholders (but rounded down to the nearest cent):) as set out below:
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