THE GEM LISTING RULES. As all of the applicable percentage ratios, as defined under the GEM Listing Rules, in respect of the lease assets (the right-of-use asset(s) represents a lessee’s license to hold, operate, or occupy a leased item over the term of the lease) of New Lease are less than 5%, therefore the entering of the New Lease is not subject to the requirements pursuant to Chapter 19 of the GEM Listing Rule.
THE GEM LISTING RULES. Pursuant to HKFRS 16, the entering into of the Tenancy Agreement will require the Group to recognise the fixed portion of the rent for the Premises as the right-of-use assets with a cost of approximately HK$3.2 million at initial recognition and a corresponding lease liability which represents the present value of the future lease payments. Thus, the entering into the Tenancy Agreement and the transaction contemplated thereunder will be regarded as a deemed acquisition of asset by the Group. As one or more of the applicable percentage ratios calculated under Chapter 19 of the GEM Listing Rules in respect of the Tenancy Agreement exceeds 5% but all are less than 25%, the transaction contemplated under the Tenancy Agreement constitutes a discloseable transaction for the Company and is therefore subject to reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
THE GEM LISTING RULES. The Proposed Acquisition, if materialises, may constitute a very substantial acquisition of the Company under the GEM Listing Rules. The Company is consulting the Stock Exchange as to whether the Proposed Acquisition, if materialises, may constitute as a reverse takeover transaction under the GEM Listing Rules. Further announcement(s) will be made by the Company regarding the Proposed Acquisition as and when appropriate. This announcement is made by the Company pursuant to Rule 17.10 of the GEM Listing Rules and the Inside Information Provision under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong). The Board is pleased to announced that on 10 December 2017, the Company and the Vendor entered into the Framework Agreement in relation to the Proposed Acquisition. The principal terms of the Framework Agreement are set out as follows:— 10 December 2017
THE GEM LISTING RULES. Very substantial acquisition Advance to an entity
THE GEM LISTING RULES. As Lessee F1 is a direct wholly-owned subsidiary of Lessee F2, the transactions contemplated under the Previous Finance Lease Agreements entered into between the Company and Lessee F1 prior to and after the Listing are required to be aggregated with the transactions contemplated under the Finance Lease Agreements III entered into between the Company and Lessee F2 for calculation of the applicable percentage ratios under Chapter 19 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements III, either on a standalone basis or when aggregated with those contemplated under the Previous Finance Lease Agreements, exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules.
THE GEM LISTING RULES. As one or more of the applicable percentage ratios in relation to the Disposal contemplated thereunder the Option Agreement exceeds 5% but is less than 25%, the entering of the Option Agreement and the Disposal contemplated thereunder constitute a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
THE GEM LISTING RULES. As the Open Offer will increase the issued share capital of the Company by more than 50%, pursuant to Rule 10.39 of the GEM Listing Rules, the Open Offer will be subject to the approval by the Independent Shareholders at the EGM by way of poll. As at the date of this announcement, the Company did not have any controlling Shareholder. Therefore, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company shall abstain from voting in favour of the resolution(s) to be proposed at the EGM to consider and, if thought fit, approve the Open Offer. Under Rule 10.37(2) of the GEM Listing Rules, as the Open Offer is not fully underwritten, any Shareholder who applies to take up excess Offer Shares may unwittingly incur an obligation to make a general offer under the Takeovers Code, unless a waiver from the Executive of the SFC from time to time or any of his delegate(s) has been obtained. Accordingly, the Open Offer will be made on the term that the Company will provide for Shareholders to apply on the basis that if the Offer Shares are not fully taken up, the application(s) of any Shareholder(s) for excess Offer Shares under the EAF(s) (for use by the Qualifying Shareholders to apply for excess Offer Shares) which would result in its/his/her shareholding to increase to 30% or more of the Company’s enlarged issued share capital upon completion of the Open Offer will be scaled down to a level which does not trigger an obligation on the part of the relevant Shareholder(s) to make a general offer under the Takeovers Code. The proposed settlement of the indebtedness due to eForce (who held approximately 0.179% of the total issued shares of the Company as at the date of this announcement) under the Creditors Schemes, which is not extended to all the other Shareholders, constitutes a special deal under Rule 25 of the Takeovers Code and therefore requires (i) consent by the Executive; (ii) the Independent Financial Adviser to publicly state that in its opinion the settlement and the terms thereunder are fair and reasonable; and (iii) approval by the Independent Shareholders at the EGM. Member of the Concert Group, eForce and their respective associates and parties acting in concert with any of them, and those who are interested in and involved in the Proposed Restructuring, the Whitewash Waiver and/or the Special Deal will be required to abstain from voting on the relevant resolution(s).
THE GEM LISTING RULES. As the Landlord is a wholly-owned subsidiary of Eternity, which is a substantial Shareholder, the Landlord is a connected person of the Company pursuant to the GEM Listing Rules. Therefore, the transactions contemplated under the New Tenancy Agreement constitute a continuing connected transaction of the Company pursuant to Chapter 20 of the GEM Listing Rules. As the highest applicable percentage ratio (as defined in the GEM Listing Rules) in respect of the aggregate rental payable by the Group for one year under the New Tenancy Agreement is less than 25% and the aggregate annual rental amount is less than HK$10,000,000, the continuing connected transaction is subject to reporting and announcement requirements, and annual review requirements but is exempted from the circular (including independent financial advice) and shareholders’ approval requirements under Rule 20.74(2) of the GEM Listing Rules. * For identification purposes only
THE GEM LISTING RULES. The transactions contemplated under the Second Cooperation Agreement, together with those contemplated under the First Cooperation Agreement, constitute a series of transactions made by the Company within a 12-month period and shall be aggregated as if they were one transaction pursuant to Rule 19.22 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the transactions contemplated under the Second Cooperation Agreement, when aggregated with those contemplated under the First Cooperation Agreement, exceed 25% but less than 100%, the entering into of the Second Cooperation Agreement, on an aggregated basis, constitutes a major transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules. GD Aoyuan is an indirect wholly-owned subsidiary of China Aoyuan, which is a substantial Shareholder and thus a connected person of the Company. Accordingly, XX Xxxxxx is a connected person of the Company by virtue of being an associate of Xxxxx Xxxxxx. As the total consideration exceeds HK$10 million, the transactions contemplated under the Second Cooperation Agreement are subject to the reporting and announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.
THE GEM LISTING RULES. Youzan is a non wholly-owned subsidiary of the Company which is owned as to 51.48% by the Company. Whitecrow Investment Ltd. is a substantial shareholder of the Company and it holds more than 10% in Youzan as at the date of this announcement. Therefore, Youzan is a connected subsidiary and connected person of the Company under Rule 20.07(5) of the GEM Listing Rules. In respect of the proposed annual caps under the Loan Agreement, as one or more applicable percentage ratio(s) (as defined in Rule 19.07 of the GEM Listing Rules) (other than the profits ratio) with respect to the transactions contemplated under the Loan Agreement is more than 25% and the annual caps in respect of the transactions contemplated under the Loan Agreement are expected to be more than HK$10,000,000, the transactions contemplated under each of the Loan Agreement will be subject to the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules. The Company will seek approval from the Independent Shareholders for the Loan Agreement and the proposed annual caps thereto at the SGM.
