GENERAL MANDATE. The Subscription Shares will be allotted and issued pursuant to the General Mandate, which has been granted to the Directors to allot and issue up to 305,667,200 Shares, representing 20% of the total number of Shares in issue as at the date of the AGM. As at the date of this announcement, the Company has not allotted and issued any Shares under the General Mandate. Accordingly, the General Mandate is sufficient for the allotment and issue of the Subscription Shares, and the issue of the Subscription Shares is not subject to the approval of the Shareholders.
GENERAL MANDATE. The Conversion Shares will be issued under the General Mandate approved on 21 June 2023 and is not subject to the Shareholders’ approval. The maximum number of Shares that can be issued under the General Mandate is 632,028,139 Shares, being 20% of the total number of Shares in issue as at the date of the annual general meeting of the Company held on 21 June 2023. Assuming full conversion of the Convertible Notes, the Conversion Shares will utilize a maximum of, based on the Amended Conversion Price, 195,000,000 Shares under the General Mandate. After completion of the issue and allotment of the Conversion Shares upon full conversion of the Convertible Notes (based on the Amended Conversion Price), the remaining balance of the General Mandate will be 437,028,139 Shares. SHAREHOLDING STRUCTURE OF THE COMPANY Set out below is the shareholding structure of the Company (i) as at the dates of the Subscription Agreement and the Supplemental Agreement; and (ii) immediately upon full conversion of the Convertible Notes at the Amended Conversion Price, assuming there are no changes in the issued share capital of the Company from the dates of the Subscription Agreement and the Supplemental Agreement and up to the date of the full conversion of the Convertible Notes, for illustration purposes only: Name of Shareholders As at the dates of the Subscription Agreement and the Supplemental Agreement Immediately upon full conversion of the Convertible Notes Number of issued Shares Approximate % Number of issued Shares Approximate% Xx. Xxx Xxx Xxxx (“Xx. Xxx”) (Note) 2,279,740,555 72.14 2,279,740,555 67.95 The Subscriber – – 195,000,000 5.81 Public Shareholders 880,400,142 27.86 880,400,142 26.24 Total 3,160,140,697 100.00 3,355,140,697 100.00 Note: These Shares included 34,583,000 Shares held by Xx. Xxx, 1,003,448,057 Shares held by Hong Kong Finance Equity Holding Limited, 426,203,642 Shares held by Hong Kong Finance Equity Investment Limited, 606,584,356 Shares held by Hong Kong Finance Equity Management Limited, 477,000 Shares held by Wisdom On Holdings Limited and 208,444,500 Shares held by Hong Kong Finance Investment Limited respectively. The issued share capital of Hong Kong Finance Investment Limited are directly wholly-owned by Xx. Xxx. The issued share capital of Hong Kong Finance Equity Holding Limited, Hong Kong Finance Equity Investment Limited, Hong Kong Finance Equity Management Limited and Wisdom On Holdings Limited are indirectly wholly-owned by Xx. Xxx.
GENERAL MANDATE. The Conversion Shares will be allotted and issued pursuant to the General Mandate. As at the date of this announcement, the Company has utilised approximately 41.21% of the General Mandate. The 641,176,470 Conversion Shares to be allotted and issued upon full exercise of the Conversion Rights, will further utilise approximately 52.84% of the General Mandate. Therefore, the number of the Conversion Shares will not exceed the authorisation under the General Mandate. Accordingly, the issue of the Conversion Shares will not be subject to the approval of the Shareholders.
GENERAL MANDATE. By a resolution of the shareholders of the Company passed at the annual general meeting held on 10 December 2008, the Company granted a general mandate to the Directors to allot and issue up to 486,993,605 Shares. The Directors have not exercised the power to allot and issue any new Shares pursuant to the general mandate granted. As at the date of this announcement, the Company is entitled to issue up to 486,993,605 Shares pursuant to such general mandate. The Subscription Shares will be issued under the general mandate.
GENERAL MANDATE. The issue of Remuneration Shares is not subject to the Shareholders’ approval, as the Remuneration Shares shall be allotted and issued under the General Mandate granted to the Directors at the annual general meeting of the Company held on 28 June 2013. Under the General Mandate, the Directors are allowed to allot and issue at a maximum of 180,945,683 Shares. As at the date of this announcement, no Shares have been allotted and issued pursuant to the General Mandate. Accordingly, the Remuneration Shares to be allotted and issued will utilise approximately 1.45% of the General Mandate.
GENERAL MANDATE. The Placing Shares will be issued pursuant to the general mandate to allot, issue and deal with up to 223,321,967 Shares, which was granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company on 17 August 2016. As at the date of this announcement, no Share has been issued pursuant to the said general mandate. Conditions Precedent Completion of the Placing is conditional upon:
GENERAL MANDATE. Upon the conversion in full of the Convertible Bonds, a maximum of 357,400,000 Conversion Shares shall be allotted and issued under the General Mandate. Under the General Mandate, the Company is authorized to allot, issue and otherwise deal with the new Shares (including the issue of any securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares) up to a maximum of 20% of the aggregate number of the issued Shares as at the date of passing the resolution approving such mandate, which amounts to 357,415,200 new Shares. The General Mandate has not been utilized prior to the date of this announcement. As such, the General Mandate will be sufficient for, and no further Shareholders’ approval is required for, the allotment and issue of the Conversion Shares. EQUITY FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE MONTHS The Board confirms that there has not been any equity fund raising exercise made by the Company in the twelve months immediately preceding the date of this announcement.
GENERAL MANDATE. The issue of the Convertible Bonds and the Conversion Shares is not subject to Shareholders’ approval. The Conversion Shares will be issued pursuant to the General Mandate, subject to the limit of up to 1,385,115,356 Shares (representing 20% of the issued share capital of the Company on the date on which the General Mandate was granted). As at the date of this announcement, the General Mandate has not been utilised. Assuming full conversion of the Convertible Bonds, the Conversion Shares will utilise a maximum of, based on the initial Conversion Price, approximately 155,440,414 Shares under the General Mandate. APPLICATION FOR LISTING No application will be made by the Company to the Listing Committee for listing of the Convertible Bonds. An application will be made to the Listing Committee for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange. Completion of the Subscription Agreement is subject to fulfilment of the conditions thereunder. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
GENERAL MANDATE. The Conversion Shares will be allotted and issued under the General Mandate. Under the General Mandate, a maximum of 4,482,615,421 new Shares may fall to be allotted and issued. The General Mandate has not been utilised prior to the date of this announcement. Accordingly, no Shareholders’ approval is required for the allotment and issue of the Conversion Shares.
GENERAL MANDATE. Under the General Mandate approved in the EGM, the Company is authorised to issue up to 432,849,871 Shares. Up to the date of this announcement, no Shares has been issued under the General Mandate and thus, the maximum number of new Shares which could be issued by the Company under the General Mandate is 432,849,871 Shares. As such, the General Mandate is sufficient for allotment and issue of 25,000,000 Subscription Shares in this subscription. Accordingly, the issue of the Subscription Shares is not subject to the approval of the Shareholders. Set out below is a summary of the principal terms of the Subscription Agreement: THE SUBSCRIPTION AGREEMENT Date: 3 August 2022 (after trading hours)
