Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws of the United States, and may not be offered or sold in the United States unless registered under the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction of the United States or pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. The Company has no intention to register under the U.S. Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.
KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED
金蝶國際軟件集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 268)
COMPLETION OF PLACING OF NEW SHARES
UNDER GENERAL MANDATE
Sole Placing Agent
1
Reference is made to the announcement of the Company dated 21 August 2020 (the "Announcement") in relation to the Placing. Unless defined otherwise, the capitalised terms used herein shall have the same meanings as those defined in the Announcement.
COMPLETION OF THE PLACING
The Board is pleased to announce that completion of the Placing took place on 28 August 2020.
A total of 133,280,000 new shares (i.e. the Placing Shares), representing approximately 3.85% of the total issued share capital of the Company as at the date of this announcement (as enlarged by the allotment and issue of the Placing Shares), have been successfully placed to not less than six Placees at a price of HK$17.82 per Placing Share.
To the best of the Company's knowledge, information and belief, and having made all reasonable enquiries, (i) the Placing Agent, the Placees and the respective ultimate beneficial owners of the Placees are third parties independent of the Company and its connected persons; and (ii) none of the Placees has become a substantial shareholder (within the meaning of the Listing Rules) of the Company immediately after the completion of the Placing.
EFFECT OF THE PLACING ON SHAREHOLDING STRUCTURE
Based on the information available to the Company, set out below is the shareholding structure of the Company as at the date of this announcement (i) immediately before the completion of the Placing and (ii) immediately after the completion of the Placing:
(i) As at the date of this | (ii) As at the date of this | ||||
Announcement immediately | Announcement immediately | ||||
before the completion of the | after the completion of the | ||||
Shareholders | Placing | Placing | |||
Approximate | Approximate | ||||
Number of | % of total | Number of | % of total | ||
Shares held | issued Shares | Shares held | issued Shares | ||
Xu Shao Chun | |||||
(Note 1) | 731,583,384 | 21.95 | 731,583,384 | 21.11 | |
Directors (Note 2) | 3,617,004 | 0.11 | 3,617,004 | 0.10 | |
Public | |||||
- Placees | - | - | 133,280,000 | 3.85 | |
- Other Public | |||||
Shareholders | 2,597,066,183 | 77.94 | 2,597,066,183 | 74.94 | |
Total | 3,332,266,571 | 100.00 | 3,465,546,571 | 100.00 | |
Notes:
- Of the 731,583,384 Shares, 18,684,760 Shares were held directly by Mr. Xu Shao
2
Chun, 414,312,000 shares were held through Oriental Gold Limited and 295,886,624 shares were held through Billion Ocean Limited, and 2,700,000 shares are the awarded shares granted to Mr. Xu Shao Chun and held by the trustee to the Share Award Scheme - Bank of Communications Trustee Limited. Easy Key Holdings Limited is wholly owned by Mr. Xu Shao Chun, which wholly owns Oriental Gold Limited and Billion Ocean Limited.
- Of the 3,617,004 Shares held by Directors (other than Mr. Xu Shao Chun), 2,234,004 were held by Mr. Lin Bo, 1,183,000 were held by Mr. Gary Biddle and 200,000 were held by Mr. Liu Chia Yung.
By order of the Board
Kingdee International Software
Group Company Limited
Xu Shao Chun
Chairman
Shenzhen, the People's Republic of China, 28 August 2020
As at the date of this announcement, the Board comprises Mr. Xu Shao Chun (Chairman of the Board and Chief Executive Officer) and Mr. Lin Bo as executive directors; Ms. Dong Ming Zhu and Mr. Zhou Bo Wen as non-executive directors; and Mr. Gary Clark Biddle, Mr. Cao Yang Feng and Mr. Liu Chia Yung as independent non-executive directors.
3
