The Proposed Subscription Sample Clauses
The "Proposed Subscription" clause defines the terms under which a party intends to subscribe for shares or interests in a company or fund. It typically outlines the number and type of shares to be acquired, the subscription price, and any conditions precedent to the subscription, such as regulatory approvals or completion of due diligence. This clause ensures that both parties have a clear understanding of the investment being proposed and sets the framework for the formal subscription process, thereby reducing the risk of misunderstandings or disputes regarding the terms of the investment.
The Proposed Subscription. 2.1 The Issue Price represents a discount of approximately 13.33% to the volume-weighted average price of S$0.015 per Share (“VWAP”) for trades done on the SGX-ST on 27 June 2024, being the full market day on which the Subscription Agreement is signed.
2.2 As at the date of this Announcement, the Company has an issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of 207,072,685 Shares. The Subscription Shares represent approximately 50% of the enlarged issued share capital of the Company immediately after the completion of the Proposed Subscription. Rule 803 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist (the “Catalist Rules”) states that an issuer must not issue securities to transfer a controlling interest without prior approval of shareholders in a general meeting.
2.3 In addition, pursuant to Section 161 of the Companies Act 1967 of Singapore and Rule 805(1) of the Catalist Rules, the issue and allotment of the Subscription Shares is subject to approval of the shareholders of the Company (the “Shareholders”).
2.4 The Company will be seeking specific approval of its Shareholders for the issue and allotment of the Subscription Shares at an extraordinary general meeting of the Company (the “EGM”) to be convened. In connection with the Proposed Subscription, the Company also intends to:
(a) diversify its business and expand its core business to include the business of financial services and operational support services;
(b) change of name of the Company from “Sinjia Land Limited” to a name to be determined and agreed between the Parties; and
(c) transfer a controlling interest in the Company to ▇▇ ▇▇▇ ▇▇▇▇▇▇, (collectively, the “Proposed Transactions”). The Proposed Transactions will be conditional upon, inter alia, specific approval from the Shareholders at the EGM to be convened. A circular will be despatched to Shareholders in due course for the purpose of seeking Shareholders’ approval for the Proposed Transactions.
The Proposed Subscription. Pursuant to the Framework Agreement, subject to the compliance with the applicable laws and regulations, and the policies and guidelines of the relevant securities regulatory authorities, of the PRC and the place where the shares of the parties are listed, the Company shall proceed with the issuance of 91,000,000 new Shares (“New Shares”), representing approximately 17.38% and 14.80% of the issued share capital of the Company before and after the issuance of the New Shares, at the issue price of HK$3.00 per New Share for subscription by SouFun. Completion of the Proposed Subscription shall be conditional upon, inter alia, the following:
The Proposed Subscription. The Framework Subscription Agreement
The Proposed Subscription