THE HONG KONG CODE ON TAKEOVERS AND MERGERS Sample Clauses

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 35.75% of the number of issued Shares of the Company was held by Prosper Empire Limited which is wholly-owned by Xx. Xxxxx Xxx Xxx, the chairman of the Group, and his brothers, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx who are both executive Directors. In addition, Xx. Xxxxx Xxx Xxx, Xx. Xxxxx Xxxx Xxx and Xx. Xxxxx Xxxxxx had or were taken or deemed to have an aggregate interest of approximately 1.72% of the number of issued Shares of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the number of issued Shares of the Company would be increased from 35.75% to 39.72% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.
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THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. According to the register maintained by the Company pursuant to Section 336 of the SFO, as at the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded: Approximate percentage of issued share Approximate capital of the Interest percentage of Company if the in issued Shares/ existing issued Repurchase Name of Substantial Capacity and underlying share capital of Mandate is shareholders# nature of interests Shares the Company exercised in full Bio Garden (1) Beneficial owner 1,118,269,526 (5) 37.70% 41.89% Xx. Xxx(2) Founder of trusts 1,118,269,526 (5) 37.70% 41.89% Beneficial owner 2,197,530 (6) 0.07% 0.08% Magic Master Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Master”)(3) corporation Magic Glory Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Glory”)(3) corporation Credit Suisse Trust Trustee 1,118,269,526 (5) 37.70% 41.89% Limited(3) Name of Substantial shareholders# Capacity and nature of interests Interest in issued Shares/ underlying Shares Approximate percentage of existing issued share capital of the Company Approximate percentage of issued share capital of the Company if the Repurchase Mandate is exercised in full Fiducia Suisse SA (Formerly known as Trustee 1,118,269,526 (5) 37.70% 41.89% KF Suisse SA)(4) Xx. Xxxxx Xxxxx Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Xxxxxxxxxxx Xxxx(4) corporation Xxx. Xxxxxxx Xxx Hill(4) Interest of children under 18 or spouse 1,118,269,526 (5) 37.70% 41.89% Ms. Xxx Xxxx(7) Interest of controlled 297,001,627 10.01% 11.13% corporation Atlantis Capital Holdings Limited(7) Interest of controlled corporation 297,001,627 10.01% 11.13% Atlantis Investment Management (Hong Kong) Limited (“Atlantis”)(7) Beneficial owner 297,001,627 10.01% 11.13% Investment manager 181,433,583 6.12% 6.80% Interest of controlled 159,735,105 5.39% 5.98% Riverwood Asset Management (C...
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