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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)
RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY FIVE SHARES HELD ON THE RECORD DATE AND ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS RESULTS OF THE RIGHTS ISSUEThe Board announces that all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. Accordingly, the Rights Issue became unconditional at 4:00 p.m. on Thursday, 12 November 2015.
As at 4:00 p.m. on Monday, 9 November 2015, being the latest time for acceptance of and payment for the Rights Shares and application and payment for the excess Rights Shares: (a) 31 valid acceptances in respect of a total of 35,320,733 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 87.01% of the total number of 40,596,000 Rights Shares available under the Rights Issue; and (b) 27 valid applications for a total of 315,005,531 excess Rights Shares have been received, representing approximately 775.95% of the total number of the Rights Shares available under the Rights Issue. In aggregate, a total of 350,326,264 Rights Shares, representing approximately 862.96% of the total number of the Rights Shares available under the Rights Issue, have been received.
Based on the above acceptance and application results, the Rights Issue has been over-subscribed by 309,730,264 Rights Shares, representing approximately 762.96% of the total number of 40,596,000 Rights Shares available for subscription under the Rights Issue. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriter under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged and the Underwriter is not required to take up any Underwritten Shares.
DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUESShare certificates for all fully-paid Rights Shares and the refund cheques in respect of partially unsuccessful applications for the excess Rights Shares will be posted to those entitled thereto by ordinary mail to their registered addresses at their own risks on Tuesday, 17 November 2015.
COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARESDealings in the fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Wednesday, 18 November 2015.
ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONSAs a result of the Rights Issue, adjustments are required to be made to the exercise prices of and the number of Shares entitled to be subscribed for under the outstanding Share Options in accordance with the terms of the Share Option Schemes and in compliance with Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005.
Reference is made to the prospectus of the Company dated 26 October 2015 in relation to the Rights Issue (the 'Prospectus'). Capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus unless defined otherwise.
RESULTS OF THE RIGHTS ISSUEThe Board announces that all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. Accordingly, the Rights Issue became unconditional at 4:00 p.m. on Thursday, 12 November 2015.
As at 4:00 p.m. on Monday, 9 November 2015, being the latest time for acceptance of and payment for the Rights Shares and application and payment for the excess Rights Shares: (a) 31 valid acceptances in respect of a total of 35,320,733 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 87.01% of the total number of 40,596,000 Rights Shares available under the Rights Issue; and (b) 27 valid applications for a total of 315,005,531 excess Rights Shares have been received, representing approximately 775.95% of the total number of the Rights Shares available under the Rights Issue. In aggregate, a total of 350,326,264 Rights Shares, representing approximately 862.96% of the total number of the Rights Shares available under the Rights Issue, have been received.
Underwriting AgreementBased on the above acceptance and application results, the Rights Issue has been over-subscribed by 309,730,264 Rights Shares, representing approximately 762.96% of the total number of 40,596,000 Rights Shares available for subscription under the Rights Issue. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriter under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged and the Underwriter is not required to take up any Underwritten Shares.
Excess Rights SharesBased on the number of valid acceptances referred to above, 5,275,267 Rights Shares were available for subscription under the EAFs. Given that the number of excess Rights Shares is insufficient to satisfy all valid applications, the Board has resolved to allocate the 5,275,267 excess Rights Shares on a fair and equitable basis to those Qualifying Shareholders who applied for excess Rights Shares on a pro-rata basis at a flat rate of approximately 1.67% with reference to the number of excess Rights Shares applied for by them.
SHAREHOLDING STRUCTURE OF THE COMPANYTo the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Rights Issue is as follows:
Immediately before completion of the Rights Issue Number of Shares Approximate % | Immediately after completion of the Rights Issue Number of Shares Approximate % | |
Shareholders The Underwriter Concert Group: The Underwriter | 71,820,850 35.38% | 86,385,979 35.46% |
Ms. Chang | 400,000 0.20% | 480,000 0.20% |
Subtotal | 72,220,850 35.58% | 86,865,979 35.66% |
The UA Concert Group: Upwell Assets | 36,352,050 17.91% | 43,622,460 17.91% |
Subtotal | 36,352,050 17.91% | 43,622,460 17.91% |
Subtotal of the Underwriter Concert Group and the UA Concert Group | 108,572,900 53.49% | 130,488,439 53.57% |
Other Director: Mr. Han Lin | 7,051,801 3.47% | 7,051,801 2.90% |
Public Shareholders | 87,355,299 43.04% | 106,035,760 43.53% |
Total | 202,980,000 100.00% | 243,576,000 100.00% |
Share certificates for all fully-paid Rights Shares and the refund cheques in respect of partially unsuccessful applications for the excess Rights Shares will be posted to those entitled thereto by ordinary mail to their registered addresses at their own risks on Tuesday, 17 November 2015.
COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARESDealings in the fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Wednesday, 18 November 2015.
ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONSAs a result of the Rights Issue, adjustments are required to be made to the exercise prices of and the number of Shares entitled to be subscribed for under the outstanding Share Options in accordance with the terms of the Share Option Schemes.
In accordance with the terms of the Share Option Schemes and in compliance with Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005, and as a result of the completion of the Rights Issue, the following adjustments have taken effect from Thursday, 12 November 2015, being the date on which the Rights Issue became unconditional. The following adjustments have been reviewed and confirmed by Grand Vinco Capital Limited, independent financial adviser of the Company.
Before adjustments After adjustments Adjusted Date of grant Exercise price per Share Number of outstanding Share Options Adjusted exercise price per Share number of outstanding Share Options(HK$) (HK$)
10 June 2006 0.795 1,650,000 0.756 1,736,086
12 March 2008 1.12 2,550,000 1.065 2,683,041
By order of the Board
Fortune Sun (China) Holdings Limited Chiang Chen FengChairman
Hong Kong, 16 November 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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