THE GEM LISTING RULES. As all of the applicable percentage ratios, as defined under the GEM Listing Rules, in respect of the lease assets (the right-of-use asset(s) represents a lessee’s license to hold, operate, or occupy a leased item over the term of the lease) of New Lease are less than 5%, therefore the entering of the New Lease is not subject to the requirements pursuant to Chapter 19 of the GEM Listing Rule. By Order of the Board XXXX Xxxx Xxxx Chairman and Executive Director Hong Kong, 13 March 2023 As at the date of this announcement, the Board comprises: Executive Directors: Independent Non-executive Directors: XXXX Xxxx Xxxx (Chairman) XXXX Xxxx Xxxx XXXX Xxx Xxxx (Chief Executive Officer) XXXXX Xxx Xxxx XX Man To Xxxxxx Xxxxxxxxxxx XXXX Xxxx Xxxx (Chief Financial Officer and Company Secretary) This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
THE GEM LISTING RULES. As all of the applicable percentage ratios, as defined under the GEM Listing Rules, in respect of the lease assets (the right-of-use asset(s) represents a lessee’s license to hold, operate, or occupy a leased item over the term of the lease) of New Lease are less than 5%, therefore the entering of the New Lease is not subject to the requirements pursuant to Chapter 19 of the GEM Listing Rule. By Order of the Board XXXX Xxxx Shan Chairman and Executive Director Hong Kong, 24 August 2021 As at the date of this announcement, the Board comprises: Executive Directors: Independent Non-executive Directors: XXXX Xxxx Shan (Chairman) XXXX Xxxx Xxxx XXXX Xxx Xxxx (Chief Executive Officer) XXXXX Xxx Xxxx XXXX Xxxx Xxxx This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
THE GEM LISTING RULES. Pursuant to HKFRS 16, the entering into of the Tenancy Agreement will require the Group to recognise the fixed portion of the rent for the Premises as the right-of-use assets with a cost of approximately HK$3.2 million at initial recognition and a corresponding lease liability which represents the present value of the future lease payments. Thus, the entering into the Tenancy Agreement and the transaction contemplated thereunder will be regarded as a deemed acquisition of asset by the Group. As one or more of the applicable percentage ratios calculated under Chapter 19 of the GEM Listing Rules in respect of the Tenancy Agreement exceeds 5% but all are less than 25%, the transaction contemplated under the Tenancy Agreement constitutes a discloseable transaction for the Company and is therefore subject to reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
THE GEM LISTING RULES. As Lessee F1 is a direct wholly-owned subsidiary of Lessee F2, the transactions contemplated under the Previous Finance Lease Agreements entered into between the Company and Lessee F1 prior to and after the Listing are required to be aggregated with the transactions contemplated under the Finance Lease Agreements III entered into between the Company and Lessee F2 for calculation of the applicable percentage ratios under Chapter 19 of the GEM Listing Rules. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements III, either on a standalone basis or when aggregated with those contemplated under the Previous Finance Lease Agreements, exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules.
THE GEM LISTING RULES. As one or more of the applicable percentage ratios (as defined in the GEM Listing Rules) for the transactions contemplated under the Finance Lease Agreements I exceed 5% but are less than 25%, such transactions constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules and are subject to the notification and announcement requirements under the GEM Listing Rules. On 27 June 2017, the Company entered into the Finance Lease Agreements I with Lessee C, pursuant to which the Company would purchase from Lessee C the Lease Back Assets I at a consideration of RMB38,000,000 (equivalent to approximately HK$43,602,983) and the Company would lease to Lessee C the Lease Back Assets I for a term of 35 months in return for lease payment.
THE GEM LISTING RULES. As one or more of the applicable percentage ratios in relation to the Disposal contemplated thereunder the Option Agreement exceeds 5% but is less than 25%, the entering of the Option Agreement and the Disposal contemplated thereunder constitute a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
THE GEM LISTING RULES. As the Landlord is a wholly-owned subsidiary of Eternity, which is a substantial Shareholder, the Landlord is a connected person of the Company pursuant to the GEM Listing Rules. Therefore, the transactions contemplated under the New Tenancy Agreement constitute a continuing connected transaction of the Company pursuant to Chapter 20 of the GEM Listing Rules. As the highest applicable percentage ratio (as defined in the GEM Listing Rules) in respect of the aggregate rental payable by the Group for one year under the New Tenancy Agreement is less than 25% and the aggregate annual rental amount is less than HK$10,000,000, the continuing connected transaction is subject to reporting and announcement requirements, and annual review requirements but is exempted from the circular (including independent financial advice) and shareholders’ approval requirements under Rule 20.74(2) of the GEM Listing Rules. * For identification purposes only
THE GEM LISTING RULES. As the Open Offer will increase the issued share capital of the Company by more than 50%, pursuant to Rule 10.39 of the GEM Listing Rules, the Open Offer will be subject to the approval by the Independent Shareholders at the EGM by way of poll. As at the date of this announcement, the Company did not have any controlling Shareholder. Therefore, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company shall abstain from voting in favour of the resolution(s) to be proposed at the EGM to consider and, if thought fit, approve the Open Offer. Under Rule 10.37(2) of the GEM Listing Rules, as the Open Offer is not fully underwritten, any Shareholder who applies to take up excess Offer Shares may unwittingly incur an obligation to make a general offer under the Takeovers Code, unless a waiver from the Executive of the SFC from time to time or any of his delegate(s) has been obtained. Accordingly, the Open Offer will be made on the term that the Company will provide for Shareholders to apply on the basis that if the Offer Shares are not fully taken up, the application(s) of any Shareholder(s) for excess Offer Shares under the EAF(s) (for use by the Qualifying Shareholders to apply for excess Offer Shares) which would result in its/his/her shareholding to increase to 30% or more of the Company’s enlarged issued share capital upon completion of the Open Offer will be scaled down to a level which does not trigger an obligation on the part of the relevant Shareholder(s) to make a general offer under the Takeovers Code. IMPLICATIONS UNDER THE TAKEOVERS CODE The proposed settlement of the indebtedness due to eForce (who held approximately 0.179% of the total issued shares of the Company as at the date of this announcement) under the Creditors Schemes, which is not extended to all the other Shareholders, constitutes a special deal under Rule 25 of the Takeovers Code and therefore requires (i) consent by the Executive; (ii) the Independent Financial Adviser to publicly state that in its opinion the settlement and the terms thereunder are fair and reasonable; and (iii) approval by the Independent Shareholders at the EGM. Member of the Concert Group, eForce and their respective associates and parties acting in concert with any of them, and those who are interested in and involved in the Proposed Restructuring, the Whitewash Waiver and/or the Special Deal will be required to abstain from voting on the relevant resolution(s).
THE GEM LISTING RULES. Chapter 19 As one of the applicable percentage ratios (as defined in the GEM Listing Rules) is more than 5% but lower than 25%, the Loan Agreement together with the Loan contemplated thereunder constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules.
THE GEM LISTING RULES. The Proposed Acquisition, if materialises, may constitute a very substantial acquisition of the Company under the GEM Listing Rules. The Company is consulting the Stock Exchange as to whether the Proposed Acquisition, if materialises, may constitute as a reverse takeover transaction under the GEM Listing Rules. Further announcement(s) will be made by the Company regarding the Proposed Acquisition as and when appropriate. WARNING The Board wishes to emphasise that the Proposed Acquisition is subject to, among others, the signing of the Formal SPA, and the terms and conditions of which are yet to be agreed between the Company and the Vendor. As such, the Proposed Acquisition may or may not proceed. Shareholders and investors of the Company are urged to exercise caution when dealing in the securities of the Company. This announcement is made by the Company pursuant to Rule 17.10 of the GEM Listing Rules and the Inside Information Provision under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong). FRAMEWORK AGREEMENT The Board is pleased to announced that on 10 December 2017, the Company and the Vendor entered into the Framework Agreement in relation to the Proposed Acquisition. The principal terms of the Framework Agreement are set out as follows:— Date 10 December 2017 Parties
