Number of Subscription Shares. The number of Subscription Shares to be issued by the Issuer to the Investor following the Capital Increase shall be equal to the number of Ordinary Shares sufficient to bring Investor’s aggregate ownership percentage in the Issuer (together with the shares held by the Investor, the Parent Investor or any of their Affiliates) on Closing to 20.1% on a Fully Diluted Basis (rounded up to the nearest whole share) (provided that if the Investor, the Parent Investor, any of the Affiliates of the Investor or Parent Investor, or any party Acting in Concert with the Investor, the Parent Investor, or any of the Affiliates of the Investor or Parent Investor, acquire any existing shares of the Issuer between the Date of this Agreement and Closing, to the extent such acquisition is permitted by (i) applicable law, (ii) the standstill provisions of Article 6.1 and (iii) the other provisions of this Agreement, such shares shall not be taken into account to calculate the number of Subscription Shares to be issued by the Issuer to the Investor at the Closing and for which the Investor shall subscribe, and the acquisition of such shares shall not reduce the number of Subscription Shares to be issued to the Investor by the Issuer at the Closing and for which the Investor shall subscribe, which shall be calculated as if no such shares were acquired). For illustration purposes, based on the total number of shares of the Issuer on a Fully Diluted Basis on the Date of this Agreement and the total number of shares of the Issuer held by the Investor on the Date of this Agreement, the number of Subscription Shares issuable to the Investor pursuant to the provisions of this Agreement as of the Date of this Agreement would amount to 6,828,985.
Number of Subscription Shares. The number of Subscription Shares shall be 61,836,000 Shares (with an aggregate nominal value of HK$6,183,600) representing (1) approximately 8.70% of the issued share capital of the Company as at the date of this announcement; and (2) approximately 8.00% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares. Ranking of the Subscription Shares The Subscription Shares, when allotted and issued, will rank equally in all respects with the Shares in issue as at the date of allotment of the Subscription Shares. Subscription Price The Subscription Price is HK$0.401 per Subscription Share which represents:
Number of Subscription Shares. The Subscription Shares represent (i) approximately 4.23% of the existing issued Shares of 5,247,945,724 Shares as at the date of this announcement; (ii) approximately 4.06% of the issued Shares of 5,469,945,724 Shares as enlarged by the issue of the Subscription Shares (assuming no issue or repurchase of Shares other than the issue of the Subscription Shares), and (iii) approximately 3.86% of the issued Shares of 5,747,945,724 Shares as enlarged by the Subscription and the Placing (assuming no issue or repurchase of Shares other than the issue of the Subscription Shares and the Placing Shares). The aggregate nominal value of the Subscription Shares will be HK$2,220,000. Allocation of the Subscription Shares The following table summarise the number of Subscription Shares to be subscribed and the aggregate amount of the Subscription Price to be paid by each of the Subscribers: Name of Subscriber Number of Subscription Shares Aggregate amount of Subscription Price (HK$) Subscriber A 9,504,000 8,363,520 Subscriber B 14,004,000 12,323,520 Subscriber C 54,996,000 48,396,480 Subscriber D 40,494,000 35,634,720 Subscriber E 46,500,000 40,920,000 Subscriber F 46,002,000 40,481,760 Subscriber G 5,034,000 4,429,920 Subscriber H 966,000 850,080 Subscriber I 4,500,000 3,960,000 Total: 222,000,000 195,360,000 Each of the Subscribers will pay a sum equivalent to its aggregate amount of the Subscription Price to the Company on the completion date of the Subscription. It is expected that none of the Subscribers will become a substantial shareholder of the Company immediately after completion of the Subscription. Subscription Price The Subscription Price for the Subscription Shares is HK$0.88 per Subscription Share and represents:–
Number of Subscription Shares. Pursuant to the Subscription and Settlement Agreement, the Company has conditionally agreed to allot and issue to Maple Reach, and Maple Reach has conditionally agreed to subscribe for the Subscription Shares (13,952,583 new Shares or 69,762,915 new Subdivided Shares upon completion of the Share Subdivision) at the Subscription Price of HK$1.60 per Share or HK$0.32 per Subdivided Share in an aggregate amount of HK$22,326,923.08, which shall be satisfied by Maple Reach by way of set-off against the Remaining Balance. The number of the Subscription Shares is calculated by dividing the Remaining Balance by the Subscription Price. The Subscription Shares represent approximately 2.46% of the issued share capital of the Company as at the date of this announcement and approximately 2.40% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. Subscription Price The Subscription Price of HK$1.60 per Share or HK$0.32 per Subdivided Share was arrived at after arm’s length negotiations between the Company and Maple Reach with reference to the recent trading prices of the Shares. It represents (i) a discount of approximately 19.99% to the closing price of HK$2.00 per Share or HK$0.40 per Subdivided Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 9.6% to the average closing price of approximately HK$1.77 per Share or HK$0.35 per Subdivided Share as quoted on the Stock Exchange for the last five trading days of the Shares immediately prior to the date of the Subscription and Settlement Agreement. Rights of the Subscription Shares The Subscription Shares, when allotted and issued, will rank equally in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Subscription Shares. Mandate to issue the Subscription Shares The Subscription Shares will be allotted and issued pursuant to the General Mandate. As at the date of this announcement, the General Mandate has not been utilised prior to the entering into of the Subscription and Settlement Agreement. The issue and allotment of the Subscription Shares will utilise about 12.6% of the General Mandate. Conditions of the Subscription The Subscription is conditional upon the fulfillment (or waiver, if applicable) of:
Number of Subscription Shares. The same number of Shares sold under the Placing, being 170,000,000 new Shares. Each of the Vendors will subscribe the same number of Shares sold by them under the Placing. The 170,000,000 new Shares, representing approximately 15.99% of the existing issued share capital of the Company and approximately 13.46% of the share capital of the Company as enlarged by the issue of the Subscription Shares and the New Placing Shares. Ranking of the Subscription Share The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with Shares in issue at the time of issue and allotment of the Subscription Shares.
Number of Subscription Shares. The Company will issue such number of new Shares to the Vendor as is equal to the number of Placing Shares successfully placed by the Placing Agent pursuant to the Placing Agreement. Assuming the Placing Shares are fully placed, the Company will issue 270,000,000 Subscription Shares to the Vendor, representing approximately 16.43% of the entire issued share capital of the Company of 1,643,191,503 Shares as at the date of this announcement and approximately 14.11% of the Company’s entire issued share capital as enlarged by the Subscription. The final number of the Subscription Shares to be subscribed by and issued to the Vendor shall equal to the number of Shares held by it and successfully placed in the Placing.
Number of Subscription Shares. Pursuant to the HMF Subscription Agreement, HM Fund will subscribe for the HMF Subscription Shares (namely, 10 million new Shares). The HMF Subscription Shares represent (i) approximately 2.50% of the Company’s existing issued share capital, (ii) approximately 2.44% of its issued share capital as enlarged by the HMF Subscription Shares, and (iii) approximately 2.40% of its issued share capital as enlarged by both the HMF Subscription Shares and the VPL Subscription Shares. Pursuant to the VPL Subscription Agreement, VPL will subscribe for the VPL Subscription Shares (namely, 7 million new Shares). The VPL Subscription Shares represent (i) approximately 1.75% of the Company’s existing issued share capital, (ii) approximately 1.72% of its issued share capital as enlarged by the VPL Subscription Shares, and (iii) approximately 1.68% of its issued share capital as enlarged by both the HMF Subscription Shares and the VPL Subscription Shares. Further details about the HMF Subscription Shares and the VPL Subscription Shares are set out in the section headed “Information about the Subscription Shares” below. Condition precedent to completion of the Subscription Agreements Completion of the each of the Subscription Agreements is subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in the Subscription Shares. If the above condition precedent to completion of the relevant Subscription Agreement is not fulfilled on or before the Long Stop Date (or such later date as may be agreed between the parties thereto), the relevant Subscription Agreement will be terminated and cease to have any effect and none of the parties shall have any claims against the other saved for any antecedent breaches of the provisions thereof. Completion of the HMF Subscription Agreement and completion of the VPL Subscription Agreement are not inter-conditional on one another. Completion Date Completion of each Subscription Agreement will take place on the second Business Day after the fulfillment of the condition precedent to completion referred to above. Right to terminate the Subscription Agreements Under the respective Subscription Agreements, each of HM Fund and VPL has been given right to terminate the relevant Subscription Agreement, without liability to the Company, by giving notice in writing to the Company, if at any time prior to 12:00 noon (Hong Kong time) on the Completion Date:
Number of Subscription Shares. The number of Subscription Shares is equivalent to the number of Placing Shares, being up to 60,000,000 Shares which represent approximately 10.71% of the issued share capital of the Company as enlarged by the Subscription. Subscription Price The Subscription Price is HK$1.47 per Share. The Subscription Price is the same as the Placing Price and is determined after arm’s length negotiation amongst the parties.
Number of Subscription Shares. On the terms and subject to the conditions of the Subscription Agreement, IFC agrees to subscribe and pay for an aggregate of 650,000,000 fully paid and non-assessable Subscription Shares (subject to adjustment) at the Subscription Price. The initial 650,000,000 Subscription Shares under the Subscription represent (i) approximately 10.17% of the existing issued share capital of the Company of 6,394,400,000 Shares; and (ii) approximately 9.23% of the Company’s issued share capital of 7,044,400,000 Shares as enlarged by the Subscription. Based on the minimum Subscription Price of HK$0.11214, the maximum number of Subscription Shares is aprpoximately 695,559,123 Shares representing (i) approximately 10.88% of existing issued share capital of the Company; and (ii) approximately 9.81% of the Company’s issued share capital as enlarged by the Subscription. The Subscription Price The Subscription Price is determined as follows:
Number of Subscription Shares. The number of Subscription Shares shall be up to 250,000,000 Shares, being the same number of the Placing Shares successfully placed by the Placing Agent for Mr. Xxxx. The maximum aggregate nominal value of the Subscription Shares is HK$2,500,000, assuming that the Placing and the Subscription are completed in full. Subscription Price The subscription price is HK$1.01 per Subscription Share, which is equivalent to the Placing Price and will be settled by Mr. Xxxx in cash. The expenses arising from the Placing incurred by Mr. Xxxx , including but not limited to the placing commission paid by Mr. Xxxx to the Placing Agent will be deducted from the aggregate subscription price payable by Mr. Xxxx. The gross proceeds to be raised from the Placing and the Subscription will be approximately HK$252.5 million. After deducting the estimated expenses (including the placing commission payable to the Placing Agent) for the Placing and the Subscription, the net proceeds to be raised will be approximately HK$243 million. As such, the net issue price for each newly issued Subscription Share is approximately HK$0.972.
