Rights Issue by CAP Clause Samples

Rights Issue by CAP. As the Rights Issue will result in an increase in CAP’s issued share capital by more than 50%, the Rights Issue is subject to, among other things, the approval by the CAP Independent Shareholders at the CAP SGM. Pursuant to Rule 7.19(6) of the Listing Rules, any CAP controlling shareholder and their associates, or where there is no such CAP controlling shareholder, the CAP Directors (excluding the independent non-executive CAP Directors), the chief executive of CAP and their respective associates will need to abstain from voting in favour of the resolution relating to the Rights Issue. As at the date of this joint announcement, there is no CAP controlling shareholder. CAP has established the Independent Board Committee to advise the CAP Independent Shareholders as to (i) whether the Rights Issue (including the Underwriting Agreement) and the transactions contemplated thereunder are fair and reasonable and in the interests of CAP and the CAP Shareholders as a whole, and (ii) voting by the CAP Independent Shareholders, taking into account the recommendation of the Independent Financial Adviser. In this regard, the Independent Financial Adviser will be appointed to advise the Independent Board Committee and the CAP Independent Shareholders accordingly. Please refer to the section headed “3. CAP Circular; CAP SGM; and Despatch of the Prospectus Documents” in Part D of this joint announcement for further details about the CAP SGM.