Common use of Takeovers Code Clause in Contracts

Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.49% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.761% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to 17.835% by Rich Gold Capital Inc., and 6.482% by China Foods Investment Corp., a subsidiary of Asahi Group Holdings, Ltd., and as to the remaining 0.683% by unrelated third parties. Rich Gold Capital Inc. is wholly owned by Tingho Capital Holding Co., Limited, which is owned as to 25% each by Xxx Xxxxx Xx- Xxx (spouse of Xxx Xxx-Xxxx), Xxx Xx-Xxxx (spouse of Xxx Xxxx-Xxxxx), Xxx Xxx Xxxx-Xxxx (spouse of Xxx Xxx-Xxxx) and Xxx Xx Xxxx (spouse of Xxx Xxx-Xxxx). Xx Xx and Xxxx Xxxxx were owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. Lion Trust (Singapore) Trustee Limited is the trustee of each of the above four discretionary trusts. In addition, Xxxxx also held 1,882,927,866 Shares, representing approximately 33.49% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 562,237,636 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.49% to 37.21%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Xxxxx becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.

Takeovers Code. If as a result of a share buy back buyback by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.4933.42% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.76151.925% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.23930.240% by Rich Cheer Holdings Limited (“Rich Cheer”), as to approximately 17.835% by Rich Gold Capital Inc., and 6.482% by China Foods Investment Corp., a subsidiary of Asahi Group Holdings, Ltd., and as to the remaining 0.683% by unrelated third parties. Inc. (“Rich Gold Capital Inc. is wholly owned by Tingho Capital Holding Co., Limited, which is owned as to 25% each by Xxx Xxxxx Xx- Xxx (spouse of Xxx Xxx-Xxxx), Xxx Xx-Xxxx (spouse of Xxx Xxxx-Xxxxx), Xxx Xxx Xxxx-Xxxx (spouse of Xxx Xxx-Xxxx) and Xxx Xx Xxxx (spouse of Xxx Xxx-XxxxGold”). Xx Xx Ho Te and Xxxx Xxxxx were Rich Cheer are owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts are as follows: — Xxx Xxxxx Xx-Xxx is the settlor of one of the discretionary trusts with Xxx Xxxxx Xx-Xxx and Xxx Xxx-Xxxx as discretionary objects; — Xxx Xx-Xxxx is the settlor of one of the discretionary trusts with Xxx Xx-Xxxx and Xxx Xxxx-Xxxxx as discretionary objects; — Xxx Xxx Xxx-Mien is the settlor of one of the discretionary trusts with Xxx Xxx Xxx-Mien and Xxx Xxx-Xxxx as discretionary objects; and — Xxx Xx Xxxx is the settlor of one of the discretionary trusts with Xxx Xx Xxxx and Xxx Xxx-Xxxx as discretionary objects. Rich Gold is wholly owned by Tingho Capital Holding Co., Ltd., which is owned by Profit Surplus 3 Holdings Limited (“Profit Surplus 3”). Profit Surplus 3 is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts have similar structures to those listed above. Lion Trust (Singapore) Trustee Limited is the trustee of each of the above four discretionary truststrusts mentioned above. In addition, Xxxxx also held 1,882,927,866 Shares, representing approximately 33.4933.42% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 562,237,636 563,416,436 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.4933.42% to 37.2137.13%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Xxxxx becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.

Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.4933.48% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.76144.825% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to approximately 17.835% by Rich Gold Capital Inc.Inc. (“Rich Gold”), and as to approximately 6.482% by China Foods Investment Corp., a subsidiary of Asahi Group Holdings, Ltd., and as to the remaining 0.6830.619% by unrelated third partiesparty. Ho Te and Rich Gold Capital Inc. is wholly owned by Tingho Capital Holding Co., Limited, which is owned as to 25% each by Xxx Xxxxx Xx- Xxx (spouse of Xxx Xxx-Xxxx), Xxx Xx-Xxxx (spouse of Xxx Xxxx-Xxxxx), Xxx Xxx Xxxx-Xxxx (spouse of Xxx Xxx-Xxxx) and Xxx Xx Xxxx (spouse of Xxx Xxx-Xxxx). Xx Xx and Xxxx Xxxxx were Cheer are owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts are as follows: — Xxx Xxxxx Xx-Xxx is the settlor of one of the discretionary trusts with Xxx Xxxxx Xx-Xxx and Xxx Xxx-Xxxx as discretionary objects; — Xxx Xx-Xxxx is the settlor of one of the discretionary trusts with Xxx Xx-Xxxx and Xxx Xxxx-Xxxxx as discretionary objects; — Xxx Xxx Xxx-Mien is the settlor of one of the discretionary trusts with Xxx Xxx Xxx-Mien and Xxx Xxx-Xxxx as discretionary objects; and — Xxx Xx Xxxx is the settlor of one of the discretionary trusts with Xxx Xx Xxxx and Xxx Xxx-Xxxx as discretionary objects. Rich Gold is wholly owned by Tingho Capital Holding Co., Ltd., which is owned by Profit Surplus 3 Holdings Limited (“Profit Surplus 3”). Profit Surplus 3 is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts have similar structures to those listed above. Lion Trust (Singapore) Trustee Limited is the trustee of each of the above four discretionary truststrusts mentioned above. In addition, Xxxxx also held 1,882,927,866 Shares, representing approximately 33.4933.48% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 562,237,636 562,378,636 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.4933.48% to 37.2137.20%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Xxxxx becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.

Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.4933.47% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.76144.825% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to approximately 17.835% by Rich Gold Capital Inc.Inc. (“Rich Gold”), and as to approximately 6.482% by China Foods Investment Corp., a subsidiary of Asahi Group Holdings, Ltd., and as to the remaining 0.6830.619% by unrelated third partiesparty. Ho Te and Rich Gold Capital Inc. is wholly owned by Tingho Capital Holding Co., Limited, which is owned as to 25% each by Xxx Xxxxx Xx- Xxx (spouse of Xxx Xxx-Xxxx), Xxx Xx-Xxxx (spouse of Xxx Xxxx-Xxxxx), Xxx Xxx Xxxx-Xxxx (spouse of Xxx Xxx-Xxxx) and Xxx Xx Xxxx (spouse of Xxx Xxx-Xxxx). Xx Xx and Xxxx Xxxxx were Cheer are owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts are as follows: — Xxx Xxxxx Xx-Xxx is the settlor of one of the discretionary trusts with Xxx Xxxxx Xx-Xxx and Xxx Xxx-Xxxx as discretionary objects; — Xxx Xx-Xxxx is the settlor of one of the discretionary trusts with Xxx Xx-Xxxx and Xxx Xxxx-Xxxxx as discretionary objects; — Xxx Xxx Xxx-Mien is the settlor of one of the discretionary trusts with Xxx Xxx Xxx-Mien and Xxx Xxx-Xxxx as discretionary objects; and — Xxx Xx Xxxx is the settlor of one of the discretionary trusts with Xxx Xx Xxxx and Xxx Xxx-Xxxx as discretionary objects. Rich Gold is wholly owned by Tingho Capital Holding Co., Ltd., which is owned by Profit Surplus 3 Holdings Limited (“Profit Surplus 3”). Profit Surplus 3 is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts have similar structures to those listed above. Lion Trust (Singapore) Trustee Limited is the trustee of each of the above four discretionary truststrusts mentioned above. In addition, Xxxxx also held 1,882,927,866 Shares, representing approximately 33.4933.47% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 562,237,636 562,502,636 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.4933.47% to 37.2137.19%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Xxxxx becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.

Takeovers Code. If as a result of a share buy back buyback by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.4933.43% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.76150.629% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.23930.240% by Rich Cheer Holdings Limited (“Rich Cheer”), as to approximately 17.835% by Rich Gold Capital Inc.Inc. (“Rich Gold”), and 6.482as to approximately 1.296% by China Foods Investment Corp., a subsidiary of Asahi Group Holdings, Ltd., Ltd.. Ho Te and as to the remaining 0.683% by unrelated third parties. Rich Gold Capital Inc. is wholly owned by Tingho Capital Holding Co., Limited, which is owned as to 25% each by Xxx Xxxxx Xx- Xxx (spouse of Xxx Xxx-Xxxx), Xxx Xx-Xxxx (spouse of Xxx Xxxx-Xxxxx), Xxx Xxx Xxxx-Xxxx (spouse of Xxx Xxx-Xxxx) and Xxx Xx Xxxx (spouse of Xxx Xxx-Xxxx). Xx Xx and Xxxx Xxxxx were Cheer are owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts are as follows: — Xxx Xxxxx Xx-Xxx is the settlor of one of the discretionary trusts with Xxx Xxxxx Xx-Xxx and Xxx Xxx-Xxxx as discretionary objects; — Xxx Xx-Xxxx is the settlor of one of the discretionary trusts with Xxx Xx-Xxxx and Xxx Xxxx-Xxxxx as discretionary objects; — Xxx Xxx Xxx-Mien is the settlor of one of the discretionary trusts with Xxx Xxx Xxx-Mien and Xxx Xxx-Xxxx as discretionary objects; and — Xxx Xx Xxxx is the settlor of one of the discretionary trusts with Xxx Xx Xxxx and Xxx Xxx-Xxxx as discretionary objects. Rich Gold is wholly owned by Tingho Capital Holding Co., Ltd., which is owned by Profit Surplus 3 Holdings Limited (“Profit Surplus 3”). Profit Surplus 3 is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. The settlors and discretionary objects of the four trusts have similar structures to those listed above. Lion Trust (Singapore) Trustee Limited is the trustee of each of the above four discretionary truststrusts mentioned above. In addition, Xxxxx also held 1,882,927,866 Shares, representing approximately 33.4933.43% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 562,237,636 563,183,036 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.4933.43% to 37.2137.15%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and Xxxxx becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.