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Fortune Sun (China) Holdings Limited富 陽（ 中國 ）控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 352)
- POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 13 OCTOBER 2015;
- GRANT OF THE WHITEWASH WAIVER; AND
- COMMENCEMENT OF DEALINGS IN THE SHARES ON AN EX-RIGHTS BASIS
The Board is pleased to announce that the Resolution was duly passed by the Independent Shareholders by way of poll at the EGM held on 13 October 2015.
GRANT OF THE WHITEWASH WAIVERThe Executive has granted the Whitewash Waiver, subject to the fulfillment of the conditions set out therein. Accordingly, no mandatory general offer under Rule 26 of the Takeovers Code will be required to be made by the Underwriter as a result of the subscription of the Underwritten Shares by the Underwriter pursuant to the Underwriting Agreement.
COMMENCEMENT OF DEALINGS IN THE SHARES ON AN EX-RIGHTS BASISPursuant to the expected timetable for the Rights Issue as set out in the Circular, (a) the last day of dealings in Shares on a cum-rights basis will be Wednesday, 14 October 2015; and (b) Shares will be dealt with on an ex-rights basis from Thursday, 15 October 2015.
Subject to the registration of the Prospectus Documents with the Registrar of Companies in Hong Kong, it is expected that (i) the Prospectus Documents will be despatched to the Qualifying Shareholders on Monday, 26 October 2015, and (ii) the Prospectus (without PAL or EAF) will be despatched to the Non- Qualifying Shareholders (if any) for their information only, on the same day.
References are made to the announcement of the Company dated 1 September 2015, and the notice of the EGM (the 'Notice') and the circular (the 'Circular') of the Company both dated 22 September 2015. Unless otherwise defined herein, capitalised terms used herein shall have the same meanings as those defined in the Circular.
POLL RESULTS OF THE EGMThe Board is pleased to announce that the ordinary resolution as set out in the Notice (the 'Resolution') was duly passed by the Independent Shareholders by way of poll at the EGM held on 13 October 2015. As at the date of the EGM, there were 202,980,000 Shares in issue.
The poll results of the Resolution at the EGM was as follows:-
Ordinary resolution | Number of votes (Approximate %) | Total number of votes | ||
For | Against | |||
1. | To approve the Rights Issue, the Underwriting Agreement, the Whitew ash Wa iv er and the transactions contemplated thereunder and any Director be and is authorized to do all things to give effect to the same. | 8,638,101 (100%) | 0 (0%) | 8,638,101 (100%) |
The Resolution was duly passed by way of poll as more than 50% of the independent votes were cast in favour of the Resolution at the EGM.
As stated in the Circular, (i) the Underwriter Concert Group; (ii) the UA Concert Group; and (iii) any Shareholders who are involved in or interested in the Rights Issue or the Underwriting Agreement or the Whitewash Waiver or the transactions contemplated thereunder are required by the Listing Rules or the Takeovers Code to abstain from voting in respect of the Resolution at the EGM.
As at the date of the EGM, (i) the Underwriter and Ms. Chang, being members of the Underwriter Concert Group, beneficially owned 71,820,850 Shares and 400,000 Shares, representing approximately 35.38% and 0.20% of the total voting rights of the Company, respectively; and (ii) Upwell Assets, being member of the UA Concert Group, beneficially owned 36,352,050 Shares, representing approximately 17.91% of the total voting rights of the Company, and have abstained from voting in respect of the Resolution at the EGM. Accordingly, a total of 94,407,100 Shares held by the Independent Shareholders were entitled to attend and vote for or against the Resolution at the EGM.
As stated in the Circular, Mr. Han Lin, the executive Director, intended to vote for the Resolution at the EGM in respect of his own beneficial shareholdings. As at the date of the EGM, Mr. Han Lin held 7,051,801 Shares, representing approximately 3.47% of the total voting rights of the Company, and has voted for the Resolution at the EGM. There was no Share entitling the holder thereof to attend and abstain from voting in favor of the Resolution at the EGM as set out in Rule 13.40 of the Listing Rules.
Save as disclosed above, no other Shareholder had stated any intention in the Circular to vote for or against the Resolution at the EGM or to abstain from voting at the EGM.
The Registrar, Tricor Investor Services Limited, was appointed as the scrutineer at the EGM for the vote- taking.
SHAREHOLDING STRUCTURE OF THE COMPANYSet out below is the shareholding structure of the Company as at the date of this announcement and the possible shareholding structure of the Company immediately after completion of the Rights Issue, assuming there is no other change in the shareholding structure of the Company since the date of this announcement:
Immediately upon completion of the Rights Issue Assuming exercise in full of the Share Options As at the date of this announcement Assuming no exercise of the Share Options on or before the Record Date (other than those under the Irrevocable Undertakings) on or before the Record Date Scenario I Scenario II Scenario I Scenario II(Note 1) (Note 2) (Note 1) (Note 2)
Number of Shares | Approximate % | Number of Shares | Approximate % | Number of Shares | Approximate % | Number of Shares | Approximate % | Number of Shares | Approximate % | |
Shareholders The Underwriter Concert Group: The Underwriter | 71,820,850 | 35.38% | 86,185,020 | 35.38% | 105,066,440 | 43.13% | 86,185,020 | 34.87% | 105,666,440 | 42.75% |
Ms. Chang | 400,000 | 0.20% | 480,000 | 0.20% | 480,000 | 0.20% | 480,000 | 0.19% | 480,000 | 0.19% |
Subtotal | 72,220,850 (Note 3) | 35.58% | 86,665,020 | 35.58% | 105,546,440 | 43.33% | 86,665,020 | 35.06% | 106,146,440 | 42.94% |
The UA Concert Group: Upwell Assets | 36,352,050 | 17.91% | 43,622,460 | 17.91% | 43,622,460 | 17.91% | 43,622,460 | 17.65% | 43,622,460 | 17.65% |
Subtotal | 36,352,050 (Note 4) | 17.91% | 43,622,460 | 17.91% | 43,622,460 | 17.91% | 43,622,460 | 17.65% | 43,622,460 | 17.65% |
Subtotal of the Underwriter Concert Group and the UA Concert Group (Note 5) | 108,572,900 | 53.49% | 130,287,480 | 53.49% | 149,168,900 | 61.24% | 130,287,480 | 52.71% | 149,768,900 | 60.59% |
Other Directors: Mr. Han Lin | 7,051,801 | 3.47% | 8,462,161 | 3.47% | 7,051,801 | 2.90% | 11,702,161 | 4.73% | 9,751,801 | 3.95% |
(Note 6) | ||||||||||
Dr. Cheng Chi Pang | - (Note 6) | - | - | - | - | - | 120,000 | 0.05% | 100,000 | 0.04% |
Mr. Ng Wai Hung | - (Note 6) | - | - | - | - | - | 120,000 | 0.05% | 100,000 | 0.04% |
Mr. Cui Shi Wei | - (Note 6) | - | - | - | - | - | 120,000 | 0.05% | 100,000 | 0.04% |
Public Shareholders | 87,355,299 | 43.04% | 104,826,359 | 43.04% | 87,355,299 | 35.86% | 104,826,359 | 42.41% | 87,355,299 | 35.34% |
Total | 202,980,000 | 100.00% | 243,576,000 | 100.00% | 243,576,000 | 100.00% | 247,176,000 | 100.00% | 247,176,000 | 100.00% |
Notes:
Scenario I illustrates the shareholding structure of the Company immediately after completion of the Rights Issue assuming full acceptance by the Qualifying Shareholders under the Rights Issue.
Scenario II illustrates the shareholding structure of the Company immediately after completion of the Rights Issue assuming no acceptance by the Qualifying Shareholders under the Rights Issue (other than those Shares to be taken up under the Irrevocable Undertakings).
As at the date of this announcement, the Underwriter held 71,820,850 Shares, Mr. Chiang held 850,000 outstanding Share Options and Ms. Chang held 400,000 Shares and 250,000 outstanding Share Options.
As at the date of this announcement, Upwell Assets held 36,352,050 Shares and Ms. Lin held 100,000 outstanding Share Options.
The Underwriter Concert Group and the UA Concert Group are parties acting in concert under the Takeovers Code.
As at the date of this announcement, Mr. Han Lin, an executive Director, held 7,051,801 Shares and 2,700,000 outstanding Share Options, and each of Dr. Cheng Chi Pang, Mr. Ng Wai Hung and Mr. Cui Shi Wei, being independent non-executive Directors, held 100,000 outstanding Share Options respectively.
The Executive has granted the Whitewash Waiver, subject to the fulfillment of the conditions set out therein. Accordingly, no mandatory general offer under Rule 26 of the Takeovers Code will be required to be made by the Underwriter as a result of the subscription of the Underwritten Shares by the Underwriter pursuant to the Underwriting Agreement.
COMMENCEMENT OF DEALINGS IN THE SHARES ON AN EX-RIGHTS BASISPursuant to the expected timetable for the Rights Issue as set out in the Circular, (a) the last day of dealings in Shares on a cum-rights basis will be Wednesday, 14 October 2015; and (b) Shares will be dealt with on an ex-rights basis from Thursday, 15 October 2015.
Subject to the registration of the Prospectus Documents with the Registrar of Companies in Hong Kong, it is expected that (i) the Prospectus Documents will be despatched to the Qualifying Shareholders on Monday, 26 October 2015, and (ii) the Prospectus (without PAL or EAF) will be despatched to the Non-Qualifying Shareholders (if any) for their information only, on the same day.
WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated or rescinded in accordance with its terms. The conditions that must be fulfilled and/or waived in order for the Underwriting Agreement to become unconditional are set out in the section headed 'Conditions of the Rights Issue' of 'Letter from the Board' in the Circular. The situations where the Underwriting Agreement may be terminated or rescinded are set out in the section headed 'Rescission and termination of the Underwriting Agreement' of 'Letter from the Board' in the Circular. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or potential investors contemplating any dealing in any Shares and/or nil-paid Rights Shares up to the latest time for the Rights Issue to become unconditional (i.e. 4:00 p.m. on Thursday, 12 November 2015) will bear the risk that the Rights Issue could not become unconditional and may not proceed. The Shareholders and the public are reminded to exercise caution and recommended to consult their own professional advisers when dealing in the securities of the Company.By order of the Board
Fortune Sun (China) Holdings Limited Chiang Chen FengChairman
Hong Kong, 13 October 2015
As at the date of this announcement, the executive Directors are Mr. Chiang Chen Feng, Ms. Chang Hsiu Hua and Mr. Han Lin; the non-executive Director is Ms. Lin Chien Ju; and the independent non-executive Directors are Dr. Cheng Chi Pang, Mr. Ng Wai Hung and Mr. Cui Shi Wei.
The Directors jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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