Common use of Rights Issue Clause in Contracts

Rights Issue. 4.1 Subject to the fulfilment of the Conditions, the Company shall: (a) offer the Rights Shares to the Qualifying Shareholders by way of the Rights Issue, on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date, at the Subscription Price of HK$0.08 per Rights Share, payable in full on acceptance, by posting the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date; (b) (if applicable) on the Prospectus Posting Date, post the Prospectus marked “For information only” and a letter explaining the circumstances in which the Non- Qualifying Shareholders are not permitted to participate in the Rights Issue, without the PAL and the EAF to the Non-Qualifying Shareholders; and (c) deliver to the Underwriter a certified copy of the resolutions authorising the publication of the Prospectus on or before the Prospectus Posting Date. 4.2 Prior to the despatch of the Prospectus Documents pursuant to Clause 4.1(a), the Company shall deliver to the Underwriter a copy of the letters from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the proforma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange or the SFC to be contained in the Prospectus and consenting to the issue of the Prospectus with the inclusion of their names and the references thereto in the form and context in which they are included. 4.3 The Rights Shares, when allotted, issued and fully paid, shall rank pari passu with the existing Shares then in issue in all respects. Holders of full-paid Rights Shares shall be entitled to receive all future dividends and distributions which are declared, made or paid with the record date which falls on or after the date of allotment and issue of the Rights Shares in their fully-paid form. 4.4 The Company shall not make available for subscription by the Qualifying Shareholders such Rights Shares representing any Rights Shares for which the PAL (accompanied by the appropriate remittances which are honoured on first, or at the discretion of the Underwriting, subsequent presentation and otherwise in compliance with the procedure for acceptance as described in the Prospectus Documents) has not been lodged prior to the Latest Time for Acceptance and any Rights Shares which would otherwise have been offered to the Non-Qualifying Shareholders. 4.5 No fractional entitlements to the Rights Shares will be issued to the Shareholders and no entitlements of the Non-Qualifying Shareholders to the Rights Shares will be issued to the Non-Qualifying Shareholders. The Rights Shares representing such fractional entitlements and entitlements of the Non-Qualifying Shareholders will be aggregated and taken up by the Underwriter.

Rights Issue. 4.1 Subject to the fulfilment of the Conditions, the Company shallconditions set out in Clause 2.1: (a) offer the directors of the Company (or a duly established and authorised committee thereof) shall, on or before the Record Date, pass resolution to provisionally allot the Rights Shares nil-paid to the Qualifying Shareholders by way in the proportion of the Rights Issue, on the basis of one 2 (1two) Rights Share Shares for every two 1 (2one) existing Shares Consolidated Share held on the Record DateDate but the Rights Shares which, at the Subscription Price of HK$0.08 per Rights Sharebut for this Clause 3, payable in full on acceptance, by posting the Prospectus Documents would be provisionally allotted to the Qualifying Excluded Shareholders on the Prospectus Posting Dateshall be dealt with as mentioned below and that no fractions of Rights Shares shall be allotted; (b) (if applicablethe Company shall provisionally allot the Rights Shares which but for Clause 3.1(a) would be provisionally allotted in nil-paid form to the Excluded Shareholders to a nominee of the Company which shall arrange for the sale of such nil-paid rights as soon as practicable after the commencement of dealings on the Prospectus Posting DateStock Exchange in Rights Shares in nil-paid form if a net premium can be obtained therefor, post the Prospectus marked “For information only” and, if and a letter explaining the circumstances in which the Non- Qualifying Shareholders are not permitted to participate in the Rights Issue, without the PAL and the EAF to the Non-Qualifying Shareholdersextent that such rights can be so sold, the nominee shall thereafter account to the Company for the net proceeds of sale (after deducting the expenses of sale if any), which shall be distributed by the Company in Hong Kong dollars to the Excluded Shareholders pro rata provided that rounded down to nearest cents, amounts of less than HK$100 shall not be so distributed but shall be retained for the benefit of the Company; and (c) deliver to the Underwriter a certified copy no fractions of the resolutions authorising the publication of the Prospectus on or before the Prospectus Posting Date. 4.2 Prior to the despatch of the Prospectus Documents pursuant to Clause 4.1(a), the Company shall deliver to the Underwriter a copy of the letters from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the proforma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange or the SFC to be contained in the Prospectus and consenting to the issue of the Prospectus with the inclusion of their names and the references thereto in the form and context in which they are included. 4.3 The Rights Shares, when allotted, issued and fully paid, shall rank pari passu with the existing Shares then in issue in all respects. Holders of full-paid Rights Shares shall be entitled to receive all future dividends allotted and distributions which are declared, made or paid with the record date which falls on or after Company shall sell any Rights Shares created from the date aggregation of allotment and issue fractions of the Rights Shares in their fullynil-paid formform (if a net premium can be obtained therefor) and the net proceeds of sale (after deducting the expenses of sale, if any) shall be retained for the benefit of the Company. 4.4 (d) The Company Rights Shares: (i) provisionally allotted but not accepted; (ii) representing entitlements of the Excluded Shareholders the rights to which are not sold pursuant to Clause 3.1(b); and (iii) representing the aggregation of fractions of Rights Shares which are not sold pursuant to Clause 3.1(c), shall not make available for subscription by be offered to the Qualifying Shareholders such Rights Shares representing any Rights Shares for which the PAL (accompanied by the appropriate remittances which are honoured on first, or at the discretion means of the Underwriting, subsequent presentation and otherwise in compliance with the procedure for acceptance as described in the Prospectus Documents) has not been lodged prior to the Latest Time for Acceptance and any Rights Shares which would otherwise have been offered to the Non-Qualifying ShareholdersExcess Application Forms. 4.5 No fractional entitlements to the Rights Shares will be issued to the Shareholders and no entitlements of the Non-Qualifying Shareholders to the Rights Shares will be issued to the Non-Qualifying Shareholders. The Rights Shares representing such fractional entitlements and entitlements of the Non-Qualifying Shareholders will be aggregated and taken up by the Underwriter.

Rights Issue. 4.1 Subject to Any rights issue arising from such Securities shall be dealt with in the fulfilment of the Conditions, the Company shallfollowing manner: (a) offer The Bank or the Rights Shares to the Qualifying Shareholders by way Nominee will within a reasonable time after receipt of the Rights Issue, on relevant rights issue documents inform the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date, at the Subscription Price of HK$0.08 per Rights Share, payable in full on acceptance, by posting the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date;Customer. (b) If the Customer fails to instruct the Bank or the Nominee within the time prescribed by the Bank or the Nominee to reply: (i) where the rights issue is not obligatory, the Customer shall be deemed to have irrevocably renounced all the rights and entitlements of the Customer regarding such rights issue in favour of the Bank or the Nominee for their own use and benefit absolutely and the Bank or the Nominee shall be entitled to deal with such rights issue in their own right and for their own benefit in whatever manner they deem fit without having to account to the Customer for the profits (if applicable) on the Prospectus Posting Date, post the Prospectus marked “For information only” and a letter explaining the circumstances in which the Non- Qualifying Shareholders are not permitted to participate in the Rights Issue, without the PAL and the EAF to the Non-Qualifying Shareholdersany); and (ii) where the rights issue is obligatory, the Bank or the Nominee may in their discretion either: (1) realise part of the Securities to raise sufficient monies to pay for the subscription of such obligatory rights issue; or (2) pay on behalf of the Customer for such subscription and debit the subscription price to the Settlement Account(s). Any debit balance arising in the Settlement Account(s) shall be secured by the Securities and shall be repayable by the Customer on demand, together with interest thereon at such rate and calculated in such manner as are reasonably determined by the Bank or the Nominee. (c) deliver If the Customer instructs the Bank or the Nominee to take up the rights issue by subscribing the requisite shares, the Bank or the Nominee is not obliged to do so unless and until sufficient immediate available funds have been received by the Bank or the Nominee within the time limit as set out in Paragraph 2.3(b) and in default thereof, the provisions of Paragraph 2.3(b) shall apply as if the Customer has failed to instruct the Bank or the Nominee in time. (d) All shares allotted pursuant to the Underwriter a certified copy of the resolutions authorising the publication of the Prospectus on or before the Prospectus Posting Date. 4.2 Prior to the despatch of the Prospectus Documents pursuant to Clause 4.1(a), the Company shall deliver to the Underwriter a copy of the letters from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the proforma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange or the SFC to be contained in the Prospectus and consenting to the rights issue of the Prospectus with the inclusion of their names and the references thereto in the form and context in which they are included. 4.3 The Rights Shares, when allotted, issued and fully paid, shall rank pari passu with the existing Shares then in issue in all respects. Holders of full-paid Rights Shares shall be entitled to receive all future dividends and distributions which are declared, made or paid with the record date which falls on or after the date of allotment and issue of the Rights Shares in their fully-paid form. 4.4 The Company shall not make available for subscription by the Qualifying Shareholders such Rights Shares representing any Rights Shares for which the PAL (accompanied by the appropriate remittances which are honoured on first, or at the discretion of the Underwriting, subsequent presentation and otherwise in compliance with the procedure for acceptance as described in the Prospectus Documents) has not been lodged prior to the Latest Time for Acceptance and any Rights Shares which would otherwise have been offered to the Non-Qualifying Shareholders. 4.5 No fractional entitlements to the Rights Shares will be issued to the Shareholders and no entitlements of the Non-Qualifying Shareholders to the Rights Shares will be issued to the Non-Qualifying Shareholders. The Rights Shares representing such fractional entitlements and entitlements of the Non-Qualifying Shareholders will be aggregated and taken up by or on behalf of the UnderwriterCustomer (but excluding those which the Customer has renounced in favour of the Bank or the Nominee) shall form part of the Registered Securities or Eligible Securities.

Rights Issue. 4.1 Subject to the fulfilment provisions of Clause 8.3: 8.2.1 In case of a Rights Issue of Shares ("Rights Issue") in accordance with this Agreement, ESTEL shall offer Share▇ ▇▇ Rights Issue (the "Rights Shares") to the existing shareholders in proportion to their existing share holding in ESTEL. A Party shall be ▇▇▇▇tled to subscribe either itself to its entitlement of such Rights shares or to renounce in favor of its affiliates or Investor Affiliate as defined hereinafter (who agree to be bound in writing by the terms of this Agreement) or to any of the Conditions, the Company shall:other Parties to subscribe to its entitlement of such Rights Shares. (a) offer the 8.2.2 If a Party desires to get its entitlement of Rights Shares (the "non-subscribing party") funded, it may renounce in favor of any Banks, mutual funds and any other financiers (the "Investor Affiliate") to subscribe to its entitlement of Rights Shares (the Qualifying Shareholders by way of the Rights Issue, on the basis of one "Loan Shares") provided (1i) Rights Share for every two (2) existing Shares held on the Record Date, at the Subscription Price of HK$0.08 per Rights Share, payable in full on acceptance, by posting the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date; (b) (if applicable) on the Prospectus Posting Date, post the Prospectus marked “For information only” such Investor Affiliate and a letter explaining the circumstances in which the Non- Qualifying Shareholders are not permitted to participate in the Rights Issue, without the PAL and the EAF to the Non-Qualifying Shareholders; and Subscribing Party shall have entered into a firm buy-back agreement whereby the Investor Affiliate(s) has agreed to sell and the Non-Subscribing Party has agreed to buy back such Loan Shares within a period not exceeding 3 (cthree) deliver to years from the Underwriter a certified copy date of allotment of the resolutions authorising Loan Shares to such Investor Affiliate(s) by ESTEL (ii) the publication Investor Affiliate(s) shall have executed a Deed of the Prospectus on or before the Prospectus Posting Date. 4.2 Prior to the despatch of the Prospectus Documents pursuant to Clause 4.1(a), the Company shall deliver to the Underwriter a copy of the letters from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the proforma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange or the SFC to be contained in the Prospectus and consenting to the issue of the Prospectus with the inclusion of their names and the references thereto Adherence in the form at Schedule "one" and context (iii) the Investor Affiliate(s) shall not be entitled to transfer, assign, sell or otherwise encumber or dispose off or transfer such Loan Shares in which they are includedany manner whatsoever during the said 3 (three) year period without giving to the other Parties the right of first refusal in accordance with Clause 10 below. During the said 3 (three) year period for so long as the Investor Affiliate(s) holds the Loan Shares, for the purposes of determining the rights of the Non-Subscribing Party under this Agreement, the aggregate of the Shareholding of such Non-Subscribing Party and Investor Affiliate(s) shall be deemed to be the Share holding of such Non-Subscribing Party. 4.3 The Rights Shares8.2.3 Should the Non-Subscribing Party fail to acquire the Loan Shares within the 3 (three) year period referred to in Clause 1.2 above, when allottedunless otherwise mutually agreed between the Parties, issued and fully paid, shall rank pari passu with the existing Shares then in issue in all respects. Holders of full-paid Rights Shares Investor Affiliate(s) shall be entitled to receive all future dividends retain such Loan Shares in its own right but subject always to the provisions of this Agreement including Clause 8.4 below, and distributions which are declared, made or paid with in such an event the record date which falls on or after the date of allotment and issue Agreed Proportion shall be adjusted by deduction of the Rights Loan Shares in their fully-paid form. 4.4 The Company shall not make available for subscription by the Qualifying Shareholders such Rights Shares representing any Rights Shares for which the PAL (accompanied by the appropriate remittances which are honoured on first, so retained or at the discretion of the Underwriting, subsequent presentation and otherwise in compliance with the procedure for acceptance as described in the Prospectus Documents) has not been lodged prior sold to the Latest Time for Acceptance and any Rights Shares which would otherwise have been offered to a person other than the Non-Qualifying Shareholders. 4.5 No fractional entitlements to Subscribing Party, and the Rights Shares will be issued to the Shareholders and no entitlements rights of the Non-Qualifying Shareholders to the Rights Shares will parties under this Agreement shall be issued to the Non-Qualifying Shareholders. The Rights Shares representing such fractional entitlements and entitlements of the Non-Qualifying Shareholders will be aggregated and taken up by the Underwriteradjusted accordingly.

Rights Issue. 4.1 Subject to the fulfilment provisions of the Conditions, the Company shallClause 8.3: 8.2.1 In case of a Rights Issue of Shares (a"Rights Issue") in accordance with this Agreement, ESTEL shall offer Shares in Rights Issue (the "Rights Shares Shares") to the Qualifying Shareholders by way of the Rights Issue, on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date, at the Subscription Price of HK$0.08 per Rights Share, payable shareholders in full on acceptance, by posting the Prospectus Documents proportion to the Qualifying Shareholders on the Prospectus Posting Date; (b) (if applicable) on the Prospectus Posting Date, post the Prospectus marked “For information only” and a letter explaining the circumstances their existing share holding in which the Non- Qualifying Shareholders are not permitted to participate in the Rights Issue, without the PAL and the EAF to the Non-Qualifying Shareholders; and (c) deliver to the Underwriter a certified copy of the resolutions authorising the publication of the Prospectus on or before the Prospectus Posting Date. 4.2 Prior to the despatch of the Prospectus Documents pursuant to Clause 4.1(a), the Company shall deliver to the Underwriter a copy of the letters from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the proforma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange or the SFC to be contained in the Prospectus and consenting to the issue of the Prospectus with the inclusion of their names and the references thereto in the form and context in which they are included. 4.3 The Rights Shares, when allotted, issued and fully paid, shall rank pari passu with the existing Shares then in issue in all respectsESTEL. Holders of full-paid Rights Shares A Party shall be entitled to receive all future dividends ▇▇▇▇cribe either itself to its entitlement of such Rights shares or to renounce in favor of its affiliates or Investor Affiliate as defined hereinafter (who agree to be bound in writing by the terms of this Agreement) or to any of the other Parties to subscribe to its entitlement of such Rights Shares. 8.2.2 If a Party desires to get its entitlement of Rights Shares (the "non-subscribing party") funded, it may renounce in favor of any Banks, mutual funds and distributions which are declared, made or paid with any other financiers (the record date which falls on or after "Investor Affiliate") to subscribe to its entitlement of Rights Shares (the "Loan Shares") provided (i) such Investor Affiliate and the Non-Subscribing Party shall have entered into a firm buy-back agreement whereby the Investor Affiliate(s) has agreed to sell and the Non-Subscribing Party has agreed to buy back such Loan Shares within a period not exceeding 3 (three) years from the date of allotment and issue of the Rights Loan Shares to such Investor Affiliate(s) by ESTEL (ii) the In▇▇▇▇▇r Affiliate(s) shall have executed a Deed of Adherence in the form at Schedule "one" and (iii) the Investor Affiliate(s) shall not be entitled to transfer, assign, sell or otherwise encumber or dispose off or transfer such Loan Shares in their fully-paid form. 4.4 The Company shall not make available for subscription by any manner whatsoever during the Qualifying Shareholders such Rights Shares representing any Rights Shares for which the PAL said 3 (accompanied by the appropriate remittances which are honoured on first, or at the discretion of the Underwriting, subsequent presentation and otherwise in compliance with the procedure for acceptance as described in the Prospectus Documentsthree) has not been lodged prior year period without giving to the Latest Time other Parties the right of first refusal in accordance with Clause 10 below. During the said 3 (three) year period for Acceptance and any Rights Shares which would otherwise have been offered to so long as the Non-Qualifying Shareholders. 4.5 No fractional entitlements to Investor Affiliate(s) holds the Rights Shares will be issued to Loan Shares, for the Shareholders and no entitlements purposes of determining the rights of the Non-Qualifying Shareholders Subscribing Party under this Agreement, the aggregate of the Shareholding of such Non-Subscribing Party and Investor Affiliate(s) shall be deemed to be the Rights Shares will be issued to Share holding of such Non-Subscribing Party. 8.2 Should the Non-Qualifying Shareholders. The Rights Subscribing Party fail to acquire the Loan Shares representing within the 3 (three) year period referred to in Clause 1.2 above, unless otherwise mutually agreed between the Parties, the Investor Affiliate(s) shall be entitled to retain such fractional entitlements Loan Shares in its own right but subject always to the provisions of this Agreement including Clause 8.4 below, and entitlements in such an event the Agreed Proportion shall be adjusted by deduction of the Loan Shares so retained or sold to a person other than the Non-Qualifying Shareholders will Subscribing Party, and the rights of the parties under this Agreement shall be aggregated and taken up by the Underwriteradjusted accordingly.