SHAREHOLDING STRUCTURE. (1) Except as disclosed, as of the date hereof, the payment of the issued capital of the Company is in full compliance with the requirements of laws of Cayman Islands and Company’s Articles of Association. All of the issued capital of the Company is held by the Shareholders, free and clear of any Encumbrances. The Company has no legal or contractual obligation to provide any capital investment (whether by loan, capital contribution or otherwise) to any other Person;
SHAREHOLDING STRUCTURE an updated list of the Borrower’s shareholders / stockholders, and if the Borrower is member of a group of companies, the respective group structure chart, without delay since the date of any amendment in any list and/or upon the Bank’s request in this respect;
SHAREHOLDING STRUCTURE. Schedule 3(z) contains the detailed current shareholding structure of the Controlling Shareholder (the “Shareholding Structure”). There are no pending or to the Knowledge of the Borrower threatened claims of any third party or within the Controlling Shareholder and its, Affiliates and Subsidiaries in connection with the corporate transactions that resulted in the current Shareholding Structure.
SHAREHOLDING STRUCTURE. The table below sets out the shareholding structure of the Company as at the date of this announcement and immediately following implementation of the Proposal and completion of the transfer of 100,000,000 fully paid TopCo Shares by Chen Family Trust SPV 2 to CVC HoldCo (see the section headed “Arrangements Material to the Proposal – Consortium Agreement” in this announcement), assuming that: (a) no further Shares will be issued and no further RSUs will be granted under the 2016 Equity Incentive Plan on or before the Record Date; and (b) there will be no other change in the shareholding of the Company before the Effective Date. As at the date of this announcement Immediately following implementation of the Proposal and completion of the transfer of 100,000,000 fully paid TopCo Shares from Chen Family Trust SPV 2 to CVC HoldCo(7) Number of Shares as a percentage of total number of Shares in issue (%) Number of RSUs which have been granted but have not yet vested Number of Shares Number of Shares %
SHAREHOLDING STRUCTURE. The shareholding structure of the Target Company (including the Target Company’s structure and agreement control structure recorded in the registration authorities) is shown in Appendix 3. The Target Company undertakes and warrants that the shareholding structure shown in Appendix 3 can accurately and completely reflect its shareholding structure as of the date of execution of the Contract.
SHAREHOLDING STRUCTURE. The chart below sets out the shareholding structure of the Company as at the date of this announcement: SSL Xx. Xx SBL Xx. Xxxxx 4.09% 12.06% 25.74% Company 0.89% 20.76% 0.46% 2.20% BRVL SCGL MCIL Other Disinterested Shareholders 100% Participating Management Shareholders 100%
SHAREHOLDING STRUCTURE. Set out below is a table showing the shareholding structure of the Company (i) as at the date of this joint announcement; and (ii) immediately after Completion: As at the date of this joint announcement Immediately after Completion Number of Approximate Number of Approximate Shares % Shares % Vendor 3,798,000 0.63 – – SomaFlex Holdings (Note 1) 475,500,000 79.25 – – Sub-total 479,298,000 79.88 – – Other Directors (Note 2) 4,000 0.00 4,000 0.00 The Offeror – – 479,298,000 79.88 Total public Shareholders 120,698,000 20.12 120,698,000 20.12 Total 600,000,000 100.00 600,000,000 100.00 Note 1: SomaFlex Holdings is beneficially owned as to approximately 98.27% by the Vendor, as to approximately 0.76% by Mr. So Xxx Xxxx (“Mr. So”), as to approximately 0.76% by Xx. Xxxx Chi Xxxx, Xxxxxx (“Xx. Xxxx”) and as to approximately 0.21% by Xx. Xxxxx Xxx Xxxxxx (“Xx. Xxxxx”). The Vendor, Mr. So and Xx. Xxxx are executive Directors while Xx. Xxxxx is the company secretary and the qualified accountant of the Company. Note 2: Each of Mr. So and Xx. Xxxx, both are executive Directors, is personally interested in 2,000 Shares. INFORMATION ON THE OFFEROR The Offeror is an investment holding company and is beneficially and wholly owned by Mr. Pong. The principal activity of the Offeror is investment holding. As at the date of this joint announcement, Mr. Pong is the sole director of the Offeror. Mr. Pong, aged 41, is the executive director and chief executive officer of Richfield Group Holdings Limited (Stock code: 183) (the “Richfield Group”) and is responsible for the overall strategic planning, marketing and management function. Mr. Pong is also the chairman of the remuneration committee and a member of the nomination committee of the Richfield Group. He held various positions in a number of charitable organisations in Hong Kong and various senior management positions in multiple local and international companies.
SHAREHOLDING STRUCTURE. Set out below is a table showing the shareholding structure of the Company (i) as at the date of this joint announcement and immediately prior to Completion; and (ii) immediately after Completion: As at the date of this joint announcement and immediately Immediately prior to Completion after Completion Number of Number of Island New and parties Shares % Shares % acting in concert with it 168,750,000 75 168,750,000 75 Public Shareholders 56,250,000 25 56,250,000 25 Total 225,000,000 100 225,000,000 100 Note: As at the date of this joint announcement and immediately prior to Completion, Island New is wholly- owned by the Vendor. Immediately after Completion, Island New will be wholly-owned by the Offeror. INFORMATION ON THE OFFEROR The Offeror is an investment holding company and is beneficially and wholly-owned by Xx. Xxxx. The principal activity of the Offeror is investment holding. As at the date of this joint announcement, Xx. Xxxx and Xx. Xx Xxx Xxxx are the only directors of the Offeror. Xx. Xx Hoi Shan is the spouse of Xx. Xxxx. Xx. Xxxx, aged 39, is a managing director of Shikumen Capital Management Limited. He is responsible for its investment activity, operations and business development. Prior to co-founding Shikumen Capital Management Limited, Xx. Xxxx, from 1992 to 2007, spent 15 years in financial asset management industry. Xx. Xxxx was an active investor in publicly traded companies, PIPEs, pre-IPOs, private equities and structured transactions.
SHAREHOLDING STRUCTURE. Assuming all of the illustrative post-Proposed Share Consolidation numbers of 1,785,710,526 Consideration Shares allotted and issued to the Vendor, the shareholding structure of the Company before and after the Completion of the Proposed Transactions (assuming that the SOA is carried out in accordance with its terms) is set out as follows: [This announcement continues on the next page] Before the completion of the Proposed Transactions After the completion of the Proposed Transactions Directors Direct Interest No. of Shares % Deemed Interest No. of Shares % Direct Interest No. of Shares % Deemed Interest No. of Shares % Ng Teck Wah (1) Xxxxxx Xxxxx Reddy - 58,310,906 23.27 163,482,328 - - 5,831,091 0.31 16,348,233 - Substantial Shareholders (other than the Directors) Posh Corridor Sdn. Bhd. (“Posh Corridor”) (1) (2) 100,898,838 40.26 58,095,490 10,089,884 0.55 5,809,549 Blumont Group Ltd (“Blumont”) (1) 13,340,000 5.32 - 1,334,000 0.07 - Attilan Group Limited (“AGL”) (3) (4) - 163,482,328 - 16,348,233 TAP Private Equity Inc. (“TAP”) (3) - 158,994,328 - 15,899,433 Attilan Investment Ltd. (“AIL”) (3) (4) - 163,482,328 - 16,348,233 Dragonrider Opportunity Fund L.P. (“DOF”) (3) - 158,994,328 - 15,899,433 Datuk Xxxxx Xxx Xxxx Xx (1) SOA Creditors - 163,482,328 - 40,511,144 2.19 16,348,233 Vendor and related persons - Techna-X Berhad - - 892,855,263 48.23 - Xx Xxx Xxxxxxxx Hasni Bin Xxx Xxxxxxxx - - 446,427,632 24.11 - Nong You Hua - - 267,856,579 14.47 - Satriya Bin Suetoh - - 178,571,053 9.65 - Existing Large and Public 78,055,487 31.15 - 7,805,549 0.42 - Total 250,605,231 100.00 1,851,282,193 100.00
SHAREHOLDING STRUCTURE. The registered capital of the JV Company is RMB180 million, of which: Baosteel Resources will subscribe for capital contribution of RMB145.8 million in cash (RMB), representing 81% of the registered capital; the Company will subscribe for capital contribution of RMB34.2 million in cash (RMB), representing 19% of the registered capital. Shareholding structure: Names of Shareholders Proportion of Means of Subscribed Contribution Contribution Capital (%) Contribution (RMB0’000) The Company 19 Cash (RMB) 3,420 Baosteel Resources 81 Cash (RMB) 14,580 Total 100 / 18,000 The above information is subject to approval and registration by the administrative authorities for industry and commerce. The transaction will be conducted on the basis of the principle of equality and mutual benefit. Both parties shall contribute in cash, and determine their proportion of equity interests of investment based on the subscription amount. Within one month after the registration of the JV Company, the parties to the joint venture shall pay in full their respective subscribed capital contributions. The amount of capital contribution under the Contract was determined by the parties after arm’s length negotiations and with reference to the estimated capital requirements of the JV Company. The capital contribution of the Company will be funded by its internal resources. Arrangements Related to Shareholding Structure Any one of the parties has the right to transfer its equity held in the JV Company to its related parties, and the other JV party hereby agrees to waive its pre-emptive right. In order to enhance the competitiveness of the JV Company in the mixed ore market, both parties agreed that after the establishment of the JV Company, an external investor will be introduced by Baosteel Resources transferring 30% of the equity interests in the JV Company held by it. The external investor promised to provide project users with continuous and stable guarantee of high-quality iron ore raw materials. The Company agrees to waive its pre-emptive right.
