GENERAL MANDATE Sample Clauses

GENERAL MANDATE. The Subscription Shares will be allotted and issued pursuant to the General Mandate, which has been granted to the Directors to allot and issue up to 305,667,200 Shares, representing 20% of the total number of Shares in issue as at the date of the AGM. As at the date of this announcement, the Company has not allotted and issued any Shares under the General Mandate. Accordingly, the General Mandate is sufficient for the allotment and issue of the Subscription Shares, and the issue of the Subscription Shares is not subject to the approval of the Shareholders.
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GENERAL MANDATE. The Conversion Shares will be issued under the General Mandate approved on 21 June 2023 and is not subject to the Shareholders’ approval. The maximum number of Shares that can be issued under the General Mandate is 632,028,139 Shares, being 20% of the total number of Shares in issue as at the date of the annual general meeting of the Company held on 21 June 2023. Assuming full conversion of the Convertible Notes, the Conversion Shares will utilize a maximum of, based on the Amended Conversion Price, 195,000,000 Shares under the General Mandate. After completion of the issue and allotment of the Conversion Shares upon full conversion of the Convertible Notes (based on the Amended Conversion Price), the remaining balance of the General Mandate will be 437,028,139 Shares. SHAREHOLDING STRUCTURE OF THE COMPANY Set out below is the shareholding structure of the Company (i) as at the dates of the Subscription Agreement and the Supplemental Agreement; and (ii) immediately upon full conversion of the Convertible Notes at the Amended Conversion Price, assuming there are no changes in the issued share capital of the Company from the dates of the Subscription Agreement and the Supplemental Agreement and up to the date of the full conversion of the Convertible Notes, for illustration purposes only: Name of Shareholders As at the dates of the Subscription Agreement and the Supplemental Agreement Immediately upon full conversion of the Convertible Notes Number of issued Shares Approximate % Number of issued Shares Approximate% Xx. Xxx Xxx Xxxx (“Xx. Xxx”) (Note) 2,279,740,555 72.14 2,279,740,555 67.95 The Subscriber – – 195,000,000 5.81 Public Shareholders 880,400,142 27.86 880,400,142 26.24 Total 3,160,140,697 100.00 3,355,140,697 100.00 Note: These Shares included 34,583,000 Shares held by Xx. Xxx, 1,003,448,057 Shares held by Hong Kong Finance Equity Holding Limited, 426,203,642 Shares held by Hong Kong Finance Equity Investment Limited, 606,584,356 Shares held by Hong Kong Finance Equity Management Limited, 477,000 Shares held by Wisdom On Holdings Limited and 208,444,500 Shares held by Hong Kong Finance Investment Limited respectively. The issued share capital of Hong Kong Finance Investment Limited are directly wholly-owned by Xx. Xxx. The issued share capital of Hong Kong Finance Equity Holding Limited, Hong Kong Finance Equity Investment Limited, Hong Kong Finance Equity Management Limited and Wisdom On Holdings Limited are indirectly wholly-owned by Xx. Xxx.
GENERAL MANDATE. The Settlement Shares will be issued pursuant to the general mandate to allot, issue and deal with Shares granted to the directors of the Company by resolution of its shareholders passed at the Company’s annual general meeting held on 12 June 2020. Such general mandate has not been utilised prior to entering into the Tung Settlement Agreement. EQUITY FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS Save as disclosed below, the Company has not conducted any equity fund raising activities in the 12 months immediately preceding the date of the Tung Settlement Agreement: Date of announcement Fund raising activity Amount of fund raised (approximately) Intended use of the proceeds Actual use of the proceeds 23 October 2019, 6 November 2019 Private placement of Shares under general mandate HK$28 million For settlement with a creditor of the Company There is no actual cash inflow into the Company as the issuance of Shares was to settle the indebtedness of the Company
GENERAL MANDATE. 1.1 The Commission will administer this Agreement in the best interests of the people of Six Nations and in accordance with the highest principles of health, safety, security, honesty, integrity, and transparency.
GENERAL MANDATE. The Placing Shares will be issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM. Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. THE PLACING AGREEMENT Date: 7 August 2019 (after trading hours) Issuer: The Company Placing Agent: The Placing Agent The Placing Agent has been appointed to procure on a best efforts basis Placees to subscribe for the Placing Shares at the Placing Price during the Placing Period. The Placing Agent will receive the higher of (1) an agreed rate of the amount equal to the Placing Price multiplied by the number of Placing Shares actually placed by the Placing Agent and (2) an amount agreed by the Company and the Placing Agent, as placing commission. The Directors are of the view that the placing commission payable to the Placing Agent pursuant to the Placing Agreement is at normal market rate and was arrived at after arm’s length negotiations between the Company and the Placing Agent, and therefore it is fair and reasonable. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are Independent Third Parties. Placees The Placing Shares will be placed to not less than six Placees, who shall be professional, institutional or other investors, and who and whose ultimate beneficial owners are Independent Third Parties. It is expected that none of the Placees will become substantial Shareholder (as defined under the Listing Rules) immediately after completion of the Placing. Placing Shares The maximum of 15,000,000 Placing Shares under the Placing represent (i) approximately 1.26% of the existing issued share capital of the Company of 1,186,315,700 Shares as at the date of this announcement; and (ii) approximately 1.25% of the Company’s issued share capital of 1,201,315,700 Shares as enlarged by the Placing Shares (assuming the Placing is completed in full). The Placing Shares have an aggregate nominal value of HK$1.5 million. Ranking of Placing Shares Subject to the lock-up undertakings, the Placing Shares when allotted and issued, will rank pari passu is all respects with the Shares in issue as at the date of the allotment and issue of the Placing Shares.
GENERAL MANDATE. The Conversion Shares shall be allotted and issued under the General Mandate. Under the General Mandate, the Company is authorised to allot, issue or otherwise deal with a maximum of 587,507,562 new Shares, being 20% of the issued capital of the Company as at the date of the annual general meeting of the Company held on 6 February 2020. As at the date of this announcement, none of the General Mandate have been utilised. Assuming the conversion of the Convertible Bonds in full based on the initial Conversion Price, the Convertible Bonds will be convertible into 555,555,556 new Shares. The General Mandate is sufficient for the allotment and issue of the Conversion Shares. Accordingly, the issue of the Convertible Bonds is not subject to the approval of the Shareholders. The Company will make an application to the listing committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange. No application will be made for the listing of the Convertible Bonds on the Stock Exchange or any other stock exchange. As the Subscription is subject to the fulfilment or the waiver of the conditions as set out in the Subscription Agreement and may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. INFORMATION ON THE SUBSCRIBER The Subscriber is a company with limited liability incorporated under British Virgin Islands and principally engaged in providing oilfield engineering and technology services.
GENERAL MANDATE. Upon the conversion in full of the Convertible Bonds, a maximum of 357,400,000 Conversion Shares shall be allotted and issued under the General Mandate. Under the General Mandate, the Company is authorized to allot, issue and otherwise deal with the new Shares (including the issue of any securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares) up to a maximum of 20% of the aggregate number of the issued Shares as at the date of passing the resolution approving such mandate, which amounts to 357,415,200 new Shares. The General Mandate has not been utilized prior to the date of this announcement. As such, the General Mandate will be sufficient for, and no further Shareholders’ approval is required for, the allotment and issue of the Conversion Shares. EQUITY FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE MONTHS The Board confirms that there has not been any equity fund raising exercise made by the Company in the twelve months immediately preceding the date of this announcement.
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GENERAL MANDATE. By a resolution of the shareholders of the Company passed at the annual general meeting held on 10 December 2008, the Company granted a general mandate to the Directors to allot and issue up to 486,993,605 Shares. The Directors have not exercised the power to allot and issue any new Shares pursuant to the general mandate granted. As at the date of this announcement, the Company is entitled to issue up to 486,993,605 Shares pursuant to such general mandate. The Subscription Shares will be issued under the general mandate.
GENERAL MANDATE. The Option Shares will be issued under the general mandate (the “General Mandate”) granted to the Directors by a resolution of the shareholders of the Company (“Shareholders”) passed at the annual general meeting of the Company held on 25 April 2014. Accordingly, issue of the Option Shares upon exercise of the Option is not subject to further approval of the Shareholders. The Directors were authorised to allot and issue up to 322,402,582 Shares pursuant to the General Mandate. Up to the date of this announcement, the General Mandate has not been utilised. Ranking of the Option Shares The Option Shares, when issued, will rank pari passu in all respects with all other Shares in issue at the date of issue and be entitled to all dividends and other distributions the record date of which falls on a date on or after the date of issue.
GENERAL MANDATE. Under the General Mandate, the Company is authorized to issue up to 526,392,763 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate. The maximum of 222,000,000 Subscription Shares and 278,000,000 Placing Shares (500,000,000 Shares to be issued in aggregate) will be issued under the General Mandate. Accordingly, the issue of the Subscription Shares and Placing Shares is not subject to approval of the Shareholders.
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