THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING. If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) 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. Save as aforesaid, the Directors are not aware of any such consequence which may arise under the Takeovers Code if the Repurchase Mandate is exercised. As at the Latest Practicable Date, according to the register of interests kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued Shares: Approximate Approximate percentage of shareholding if the Repurchase Capacity Number of Shares held percentage of existing Mandate is exercised Name /Nature of interest (L) shareholding in full (Note 1) (Note 2) R5A BVI Beneficial owner 491,440,000 61.43% 68.25% (Note 3) Xx. Xxx Mo Kit Interest in controlled corporation and interest of spouse 523,680,000 (Note 3) 65.46% 72.73% Xx. Xx Xxx Wah Interest of spouse and beneficial interest 523,680,000 (Note 4) 65.46% 72.73% Xx. Xxxxx Xxx Xxx Beneficial owner 57,120,000 7.14% 7.93% Notes:
THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING. If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) 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. Save as aforesaid, the Directors are not aware of any such consequence which may arise under the Takeovers Code if the Repurchase Mandate is exercised. To the best knowledge of the Company, on the basis of 800,000,000 Shares in issue as at the Latest Practicable Date and assuming there is no further issue or repurchases of Shares during the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, if the Repurchase Mandate were exercised in full, based on the public float as at the Latest Practicable Date, the interests in the shareholding in the Company held by Chun Wo Overseas Holdings Limited would be increased from approximately 85.96% to approximately 89.58% of the issued Shares. The Directors consider that such increase in shareholding would not give rise to an obligation on Chun Wo Overseas Holdings Limited to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors confirm that the Repurchase Mandate will not be exercised to the extent which may result in a requirement of any of the above Shareholder or any other persons obliged to make a mandatory general offer under the Takeovers Code. As at the Latest Practicable Date, the public float of the Company was approximately 4.04%, which is below the minimum public float requirement of 25% under Rule 11.23(7) of the GEM Listing Rules. The Directors have no present intention to exercise the power to buy back Shares to the extent that the public float will be further decreased or the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25% after the public float is restored.
