TAKEOVERS CODE CONSEQUENCES. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, Gluon Xima and Greenland Holding Group had or were taken or deemed to have an aggregate interests (within the meaning of Part XV of the SFO) of approximately 60.0% of the issued ordinary share capital of the Company. In the event that the Directors should exercise in full the Share Repurchase Mandate, their aggregate interests would (assuming that there is no change in relevant circumstances) be increased to approximately 66.67% of the issued ordinary share capital of the Company. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a general offer to Shareholders under Rules 26 and 32 of the Takeovers Code. The Directors will use their best endeavors to ensure the Share Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.
TAKEOVERS CODE CONSEQUENCES. If as the result of a repurchase of Shares a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, Xx. Xxx Xxxx Xxx (through his wholly-owned company, Sounda Properties Limited), his son, Xx. Xxx Xxx Xxxx (through his wholly-owned company, Farrich Investments Limited) and his daughter, Xx. Xxx Xxx Xxxx (in her own capacity and through her wholly-owned company, Xx Xxxx) held an aggregate of approximately 72.30% of the issued share capital of the Company; and Mr. Xx Xxx Xxx (through his wholly-owned company, Yield Plentiful Incorporated) held approximately 1.60% of the issued share capital of the Company. In the event that the Directors exercise in full the Share Repurchase Mandate (if so approved), the aggregate interests of Xx. Xxx Xxxx Xxx, Xx. Xxx Xxx Xxxx and Xx. Xxx Xxx Xxxx will be increased to approximately 80.33% and the interests of Mr. Xx Xxx Xxx will be increased to approximately 1.78% of the then issued share capital of the Company. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares. Furthermore, the Directors have no intention to exercise the Share Repurchase Mandate to such extent as would cause the public float to fall below 25% or such other minimum percentage as prescribed by the Listing Rules from time to time.
