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 the securities of the Company.
(Stock Code: 1168)
- RESULTS OF THE RIGHTS ISSUE OF RIGHTS SHARES ON THE BASIS OF FOUR RIGHTS SHARES FOR EVERY FIVE EXISTING SHARES AT
HK$0.28 PER RIGHTS SHARE ON A NON-UNDERWRITTEN BASIS; AND
- ADJUSTMENT RELATING TO THE SHARE OPTIONS UNDER THE SHARE OPTION SCHEME
Reference is made to the prospectus (the "Prospectus") of Sinolink Worldwide Holdings Limited (the "Company") dated March 19, 2021 in relation to the Rights Issue. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Prospectus.
RESULTS OF THE RIGHTS ISSUE
The Board is pleased to announce that all conditions in respect of the Rights Issue have been fulfilled and the Rights Issue is unconditional as at the date of this announcement.
The Rights Issue was over-subscribed. In aggregate, 99 valid acceptances and applications in respect of a total of 6,695,359,491 Rights Shares, representing approximately 236.34% of the total number of 2,832,890,264 Rights Shares (the "Total Number of Rights Shares") offered under the Rights Issue have been received and comprised of the following:
- 57 valid acceptances of provisional allotments under the PALs were received for a total of 1,948,060,466 Rights Shares, representing approximately 68.77% of the Total Number of Rights Shares offered under the Rights Issue; and
- 42 valid applications for excess Rights Shares under the EAFs were received for a total of 4,747,299,025 Rights Shares, representing approximately 167.58% of the Total Number of Rights Shares offered under the Rights Issue.
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Pursuant to the Undertaking, the Controlling Shareholder subscribed for 1,272,226,600 Rights Shares provisionally allotted to it under the PAL, representing approximately 44.91% of the Total Number of Rights Shares.
EXCESS APPLICATION
Based on the number of valid acceptances of provisional allotments under the PALs referred to above, 884,829,798 Rights Shares, representing approximately 31.23% of the Total Number of Rights Shares, were available for subscription under the EAFs. Such number of excess Rights Shares was insufficient to satisfy all valid applications for a total number of 4,747,299,025 Rights Shares under the EAFs.
In view of the over-subscription of the Rights Shares, the Directors consider that it is fair and equitable to allocate 884,829,798 Rights Shares to Qualifying Shareholders who applied for excess Rights Shares on a pro-rata basis of approximately 18.64% by reference to the number of excess Rights Shares applied for under each application. No reference has been made to the Rights Shares subscribed through applications by a PAL or the existing number of Shares held by Qualifying Shareholders and no preference has been given to topping-up odd lots to whole board lots.
EFFECT OF THE RIGHTS ISSUE ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the following table sets out the shareholding structure of the Company immediately before and after the completion of the Rights Issue:
Immediately before the | Immediately after the | |||||||||
completion of the Rights Issue | completion of the Rights Issue | |||||||||
No. of Shares | % | No. of Shares | % | |||||||
Asia Pacific Promotion Limited | 1,590,283,250 | 44.91 | 3,152,309,301 | 49.46 | ||||||
Mr. Ou and Mrs. Ou | (Note 1) | 7,285,410 | 0.21 | 13,113,738 | 0.21 | |||||
Sub-total of the Controlling | ||||||||||
Shareholder Concert Group | 1,597,568,660 | 45.11 | 3,165,423,039 | 49.66 | ||||||
Directors | ||||||||||
Mr. Chen Wei | (Note 2) | 13,500,000 | 0.38 | 13,500,000 | 0.21 | |||||
Mr. Tang Yui Man Francis | (Note 3) | 21,375,000 | 0.60 | 21,375,000 | 0.34 | |||||
Sub-total of Directors | 34,875,000 | 0.98 | 34,875,000 | 0.55 | ||||||
Public Shareholders | 1,908,669,172 | 53.90 | 3,173,705,057 | 49.79 | ||||||
Total | 3,541,112,832 | 100.00 | 6,374,003,096 | 100.00 | ||||||
Notes:
1. These shares are held by the joint account of Mr. Ou and Mrs. Ou.
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- Mr. Chen Wei is an executive Director.
- Mr. Tang Yui Man Francis is a non-executive Director.
DESPATCH OF SHARE CERTIFICATES FOR RIGHTS SHARES
It is expected that share certificates for all fully-paid Rights Shares will be posted to those entitled thereto by ordinary post at their own risk by April 15, 2021 (Thursday). Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares are expected to be posted by April 15, 2021 (Thursday) to the applicants by ordinary post at their own risk.
COMMENCEMENT OF DEALINGS IN THE SHARES IN FULLY-PAID FORM
Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on April 16, 2021 (Friday).
ODD LOT ARRANGEMENT
As contemplated in the Prospectus, in order to facilitate the trading of odd lots of the Shares arising from the Rights Issue, Planetree Securities Limited is appointed to match the purchase and sale of odd lots of the Shares at the relevant market price per Share for the period from April 16, 2021 (Friday) to May 7, 2021 (Friday) (both dates inclusive). Shareholders who wish to take advantage of this service either to acquire odd lots of the Shares to make up a full board lot or dispose of their odd lots of the Shares may, directly or through their broker, contact Mr. Lam of Planetree Securities Limited at 9/F, Global Trade Square, 21 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong (telephone number: (852) 2579 9878) during such period.
Holders of odd lots Shares should note that successful matching of the sale and purchase of odd lots of Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lots arrangement is recommended to consult his/her/its own professional advisers.
ADJUSTMENT RELATING TO THE OUTSTANDING SHARE OPTIONS
Prior to the completion of the Rights Issue, the Company had 114,000,000 outstanding Share Options under the Share Option Scheme. Pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules, the exercise price and/or the number of the Shares to be issued upon exercise of the Share Options under the Share Option Scheme will be adjusted.
As a result of the Rights Issue, the Company has calculated the necessary adjustments (the "Share Options Adjustment") to the exercise price of and the number of Shares falling to be issued upon exercise of the Share Options in accordance with the relevant terms of the Share Option Scheme, Rule 17.03(13) of the Listing Rules, the Supplementary Guidance on Main Board Listing Rules 17.03(13), and the Note Immediately After the Rule attached to the Frequently Asked Question No. 072-2020 issued by the Stock Exchange on November 6, 2020 (the "Stock Exchange Supplementary Guidance").
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The Share Options Adjustment as a result of the Rights Issue with effect from April 15, 2021 (Thursday), being the date on which the fully-paid Rights Shares are allotted and issued, is as set out below:
Immediate before completion of | Immediately after completion of | |||
the Rights Issue | the Rights Issue | |||
Adjusted | ||||
Number of | number of | |||
Shares to be | Shares to be | |||
issued upon | issued upon | Adjusted | ||
exercise of the | Exercise price | exercise of the | exercise price | |
Share Options | per Share | Share Options | per Share | |
Date of grant | (HK$) | (HK$) | ||
May 15, 2015 | 114,000,000 | 1.37 | 131,784,000 | 1.185 |
Save for the above adjustments, all other terms and conditions of the outstanding Share Options remain unchanged.
The Company's auditor, Deloitte Touche Tohmatsu, has certified in writing that the adjustments made to the exercise price and the number of Shares falling to be issued upon the exercise of the outstanding Share Options are in compliance with the requirements set out in the relevant terms of the Share Option Scheme, Rule 17.03(13) of the Listing Rules, and the Stock Exchange Supplementary Guidance.
For and on behalf of
Sinolink Worldwide Holdings Limited
Xiang Ya Bo
Chairman and Chief Executive Officer
Hong Kong, April 14, 2021
* for identification purpose only
As at the date of this announcement, the Board comprises Mr. Xiang Ya Bo (Chairman of the Board and Chief Executive Officer) and Mr. Chen Wei as executive Directors; Mr. Ou Yaping, Mr. Ou Jin Yi Hugo and Mr. Tang Yui Man Francis as non-executive Directors; and Mr. Tian Jin, Dr. Xiang Bing and Mr. Xin Luo Lin as independent non-executive Directors.
The Directors jointly and severally accept full responsibility for the 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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Sinolink Worldwide Holdings Limited published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 12:52:02 UTC.