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.
Note 5 to
R13.52
This announcement is for information purposes only and does not constitute an invitation or
offer to acquire, purchaser or subscribe for the Shares.
CHINA VEHICLE COMPONENTS TECHNOLOGY HOLDINGS LIMITED
中國車輛零部件科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1269)
(1) PROPOSED OPEN OFFER IN THE PROPORTION OF
ONE (1) OFFER SHARE FOR EVERY ONE (1) SHARE
HELD ON THE RECORD DATE;
(2) APPLICATION FOR WHITEWASH WAIVER; AND
(3) ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
PROPOSED OPEN OFFER
The Board proposes to raise approximately HK$153.6 million before expenses by issuing
384,000,000 Offer Shares at the Subscription Price of HK$0.4 per Offer Share on the basis
of one (1) Offer Share for every one (1) Share held on the Record Date.
To qualify for the Open Offer, the Shareholder must be registered as a member of the
Company on the Record Date and must not be an Excluded Shareholder.
In order to be registered as a member of the Company on the Record Date, Shareholders
must lodge any transfers of the Shares (with the relevant share certificate(s)) with the
Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services
Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later
than 4:30 p.m. on Friday, 12 June 2015.
The Company’s register of members will be closed from Monday, 15 June 2015 to
Friday, 19 June 2015, both dates inclusive, for the purpose of, among other things,
establishing entitlements to the Open Offer. No transfer of Shares will be registered during
this period.
–1–
R13.28(1)
R13.51A
Pursuant to the Underwriting Agreement, Wealth Max has conditionally agreed to
fully underwrite all the Offer Shares. Details of the major terms and conditions of the
Underwriting Agreement are set out in the section headed “Underwriting arrangement” of
this announcement.
The Open Offer is subject to the satisfaction of certain conditions as described under
the section headed “Conditions of the Open Offer”. In particular, it is subject to the
Underwriter not terminating the Underwriting Agreement (see the section headed
“Termination of the Underwriting Agreement” below) prior to the Latest Time for
Termination. Accordingly, the Open Offer may or may not become unconditional
and may or may not proceed. Investors’ attention is drawn to the section headed
“WARNING OF THE RISK OF DEALING IN SHARES” below.
Shareholders and potential investors of the Company are advised to exercise caution
when dealings in the Shares up to the date when the conditions of the Open Offer are
fulfilled.
APPLICATION FOR WHITEWASH WAIVER
Assuming that no Shareholders have taken up any Offer Shares, upon completion of the
Open Offer, the taking up of the Offer Shares to which Wealth Max is entitled under the
Open Offer and the Underwritten Shares would result in the aggregate shareholding of
Wealth Max and its concert parties in the Company being increased from approximately
24.0% to 62.0% and would therefore give rise to a mandatory offer obligation on the part
of the Underwriter and its concert parties under Rule 26 of the Takeovers Code unless the
Whitewash Waiver is obtained.
An application will be made by Wealth Max to the Executive for the Whitewash Waiver
pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. The Whitewash
Waiver, if granted by the Executive, would be subject to, among other things, the approval
of the Independent Shareholders at the EGM by way of poll, which Wealth Max, Mr. Sea
and the parties acting in concert with any of them will abstain from voting on the relevant
resolution(s).
The completion of the Open Offer is conditional upon, among other matters, the
grant of the Whitewash Waiver by the Executive and the approval of the Independent
Shareholders at the EGM. The Executive may or may not grant the Whitewash
Waiver. If the Whitewash Waiver is not granted by the Executive or the Whitewash
Waiver is not approved at the EGM, the Open Offer will not proceed.
Shareholders and potential investors should be aware that there is a possibility that,
upon completion of the Open Offer, Wealth Max may hold more than 50% of the
voting rights of the Company. Hence, Wealth Max may increase its holdings of voting
rights of the Company without incurring any further obligation under Rule 26 of the
Takeovers Code to make a general offer.
–2–
TC Sch
VI 4(c)
SFC
B1Q2
LISTING RULES AND TAKEOVERS CODE IMPLICATIONS
The Open Offer, the Underwriting Agreement and the Whitewash Waiver are subject to the
approval of the Independent Shareholders at the EGM.
As the Open Offer will increase the issued share capital of the Company by more than 50%,
pursuant to Rule 7.24(5) of the Listing Rules, the Open Offer must be made conditional
on approval by Shareholders in the EGM by a resolution on which any controlling
Shareholders and their associates or, where there are no controlling Shareholders, Directors
(excluding independent non-executive Directors) and the chief executive of the Company
and their respective associates shall abstain from voting in favour. Since the Company has
no controlling Shareholder, all Directors (excluding independent non-executive Directors)
and the chief executive of the Company and their respective associates shall abstain from
voting in favour of the Open Offer.
Under the Listing Rules, the Underwriter is regarded as a connected person of the
Company. Accordingly, the transactions contemplated under the Underwriting Agreement
(including the payment of the underwriting commission) constitute a connected transaction
of the Company but are exempted from the reporting, announcement and independent
shareholders’ approval requirements under Chapter 14A of the Listing Rules.
As Wealth Max (as Underwriter to the Open Offer) is considered to be interested in
the Open Offer, Wealth Max, Mr. Sea and their respective concert parties will abstain
from voting on the respective resolutions at the EGM for approving the Open Offer, the
Underwriting Agreement and the Whitewash Waiver pursuant to the Takeovers Code.
ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
The Board has established an Independent Board Committee comprising all independent
non-executive Directors to advise the Independent Shareholders on the terms of the Open
Offer, the Underwriting Agreement and the Whitewash Waiver.
The Independent Board Committee has approved the appointment of Goldin Financial
as the independent financial adviser of the Company to advise the Independent Board
Committee and the Independent Shareholders on the terms of the Open Offer, the
Underwriting Agreement and the Whitewash Waiver.
GENERAL
A circular including, among other things, details of (i) the Open Offer, the Underwriting
Agreement and the Whitewash Waiver; (ii) the recommendation of the independent board
committee in relation to the Open Offer, the Underwriting Agreement and the Whitewash
Waiver; (iii) a letter of advice from the independent financial adviser to the independent
board committee of the Company and the Independent Shareholders in relation to the Open
Offer, the Underwriting Agreement and the Whitewash Waiver; and (iv) a notice convening
the EGM will be despatched to the Shareholders as soon as practicable in compliance with
Rule 8.2 of the Takeovers Code and the Listing Rules.
–3–
The Prospectus Documents setting out details of the Open Offer will be despatched to the
Qualifying Shareholders as soon as practicable, subject to the conditions of the Open Offer
being satisfied.
PROPOSED OPEN OFFER
The Board proposes to raise approximately HK$153.6 million before expenses by issuing
384,000,000 Offer Shares at the Subscription Price of HK$0.4 per Offer Share on the basis of
one (1) Offer Share for every one (1) Share held on the Record Date.
Issue statistics
Basis of the Open Offer:
One (1) Offer Share for every one (1) Share held on the
Record Date
A1b 18 (2)
Subscription Price:
HK$0.4 per Offer Share
R13.28(2)
Number of Shares in issue:
(as at the date of this
announcement)
384,000,000 Shares
Number of Offer Shares:
(based on the number of
Shares in issue as at the date
of this announcement, and
assuming no further Shares
have been allotted and issued
from the date hereof to the
Record Date)
384,000,000 Offer Shares, representing (i) 100% of the
issued share capital of the Company as at the date of this
announcement; and (ii) 50% of the issued share capital of the
Company as enlarged by issue of the Offer Shares
The Underwriter may also apply for all the Offer Shares in excess of its entitlements under the
Open Offer notwithstanding it has agreed to underwrite such Offer Shares.
As at the date of this announcement, the Company does not have any other outstanding
securities in issue which are convertible or exchangeable into Shares as at the date of this
announcement.
The Company has no intention to issue any new Shares and any other securities before the
completion of the Open Offer.
–4–
TC3.5(d)
Subscription Price
The Subscription Price for the Offer Shares is HK$0.4 per Offer Share, payable in full when a
Qualifying Shareholder accepts his/her/its provisional allotment under the Open Offer.
R13.28(4)
The net Subscription Price (after deducting the relevant expenses) will be approximately
HK$0.39 per Offer Share.
R13.28(5)
The Subscription Price represents:
(i)
a discount of approximately 86.8% to the closing price of HK$3.02 per Share as quoted
on the Stock Exchange on 4 May 2015, being the Last Trading Day;
(ii)
a discount of approximately 76.6% to the theoretical ex-entitlements price of
approximately HK$1.71 per Share based on the closing price of HK$3.02 per Share as
quoted on the Stock Exchange on the Last Trading Day; and
R13.28(8)
(iii) a discount of approximately 87.2% to the average closing price of approximately
HK$3.13 per Share as quoted on the Stock Exchange for the five consecutive trading
days up to and including the Last Trading Day.
The Subscription Price was arrived at after arm’s length negotiation between the Company
and the Underwriter with reference to, among other things, the prevailing market price of the
Shares and the working capital requirements of the Company.
R13.28(4)
In view of the working capital requirements of the Group and taking into consideration of
the theoretical price per Share, in order to increase the attractiveness of the Open Offer to the
Qualifying Shareholders, the Directors (excluding the independent non-executive Directors
who will give their view after taking into consideration of the advice of independent financial
adviser) consider that the proposed discount of the Subscription Price is appropriate.
Each Qualifying Shareholder is entitled to subscribe for the Offer Shares at the same price in
proportion to his/her/its existing shareholding in the Company, and is also entitled to apply for
excess Offer Shares in addition to their entitlements under the Open Offer.
The Directors (excluding the independent non-executive Directors who will give their view
after taking into consideration of the advice of Goldin Financial) consider the Subscription
Price is fair and reasonable and in the interests of the Company and the Shareholders as a
whole.
Conditions of the Open Offer
The Open Offer is conditional upon the following conditions being fulfilled:
(i)
the passing by the Independent Shareholders at the EGM by way of poll of the relevant
resolutions to approve the Open Offer, the Underwriting Agreement and the Whitewash
Waiver (together with the transactions contemplated thereunder) by no later than the
Prospectus Posting Date;
–5–
R7.26A(2)
R13.28(14)
TC3.5(e)
SFC B1Q3
(ii)
the Executive having granted, and not having withdrawn or revoked such grant,
the Whitewash Waiver, and the fulfillment of all conditions (if any) attached to the
Whitewash Waiver;
(iii) the delivery to the Stock Exchange and registration with the Registrar of Companies in
Hong Kong respectively the Prospectus Documents (and all other documents required to
be attached thereto) not later than the Prospectus Posting Date;
(iv) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting
of the Overseas Letter and Prospectus to the Excluded Shareholders for information (if
any), on the Prospectus Posting Date;
(v)
the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to
allotment), and not having revoked, listing of, and permission to deal in the Offer Shares
either unconditionally or subject to such conditions as the Company may accept, in all
cases prior to Thursday, 16 July 2015, being the expected date of commencement of
dealings in the Offer Shares (or such other date as may be agreed between the Company
and the Underwriter);
(vi) all requirements and conditions imposed by the Stock Exchange or the Securities and
Futures Commission or under the Listing Rules, the Takeovers Code or otherwise in
connection with the Open Offer and the transactions contemplated thereunder, other than
usual and reasonable requirements and conditions in transactions of this type, having
been fulfilled or complied with;
(vii) compliance with and performance of the Wealth Max Undertakings as set out in
the section headed “Underwriting arrangement – Wealth Max Undertakings” in this
announcement; and
(viii) the Underwriter not terminating the Underwriting Agreement in accordance with the
terms set out therein.
The above conditions are incapable of being waived. If any of the conditions of the Open
Offer are not fulfilled at or before the Latest Time for Termination, all obligations and
liabilities of the parties thereunder will forthwith cease and determine, and no party will
have any claim against the others (save for any antecedent breach of the Underwriting
Agreement), and the Open Offer will not proceed.
Status of the Open Offer
A1b 18(2)
The Offer Shares, when allotted, issued and fully-paid, will rank pari passu with the Shares
in issue in all respects. Holders of such Offer Shares will be entitled to receive full future
dividends and distributions which are declared, made or paid on or after the date of allotment
and issue of the Offer Shares.
–6–
Qualifying Shareholders
The Open Offer is only available to the Qualifying Shareholders. The Company will send (i)
the Prospectus Documents to the Qualifying Shareholders; and (ii) the Prospectus with the
Overseas Letter, for information only, to the Excluded Shareholders.
To qualify for the Open Offer, the Shareholder must be registered as a member of the
Company on the Record Date and must not be an Excluded Shareholder.
In order to be registered as a member of the Company on the Record Date, Shareholders must
lodge any transfers of the Shares (with the relevant share certificate(s)) with the Registrar at
Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on
Friday, 12 June 2015.
Closure of register of members
The Company’s register of members will be closed from Monday, 15 June 2015 to Friday,
19 June 2015, both dates inclusive, for the purpose of, among other things, establishing
entitlements to the Open Offer. No transfer of Shares will be registered during this period.
Rights of Overseas Shareholders and Excluded Shareholders
The Prospectus Documents will not be registered or filed under the applicable securities or
equivalent legislation of any jurisdiction other than in Hong Kong. If at the close of business
on the Record Date, a Shareholder’s address on the Company’s register of members is in a
place outside of Hong Kong, that Shareholder may not be eligible to take part in the Open
Offer.
In compliance with Note 1 to Rule 13.36(2)(a) of the Listing Rules, the Directors will make
enquiries as to whether the issue of Offer Shares to the Overseas Shareholders may contravene
the applicable securities legislation of the relevant overseas places or the requirements of the
relevant regulatory body or stock exchange. If, after making such enquiry, the Directors are of
the opinion that it would be necessary or expedient, on account either of the legal restrictions
under the laws of the relevant place or any requirement of the relevant regulatory body or
stock exchange in that place, not to offer the Offer Shares to such Overseas Shareholders,
no provisional allotment of Offer Shares will be made to such Overseas Shareholders.
Accordingly, the Open Offer will not be extended to the Excluded Shareholders. The Company
will disclose the results of the enquiry in the circular and/or the Prospectus regarding the legal
restrictions on the issue and allotment of Offer Shares to the Overseas Shareholders.
As at the date of this announcement, there is no Shareholder whose address as shown on the
register of members of the Company is in a place outside of Hong Kong.
The Offer Shares to which the Excluded Shareholders would have been entitled will first be
made available for application by Qualifying Shareholders by way of excess application. The
balance (if any) will be undertaken by the Underwriter.
–7–
A1b 18(2)
Those Qualifying Shareholders who do not take up the Offer Shares to which they are entitled
to and the Excluded Shareholders should note that their shareholdings in the Company will be
diluted upon completion of the Open Offer.
Excluded Shareholders who are also Independent Shareholders will be entitled to vote at the
EGM to consider and, if thought fit, for the resolution(s) approving, among other things, the
Whitewash Waiver.
SFC
B1Q4
Fractional entitlement to the Offer Shares
No fractional entitlements or allotments are expected to arise as a result of the Open Offer.
A1b 18(2)
Application for Offer Shares in excess of assured allotments
R7.26A(1)
The Offer Shares which the Excluded Shareholders would otherwise have been entitled to
and any assured allotments of Offer Shares which have not been accepted by Qualifying
Shareholders will be available for excess application by the Qualifying Shareholders.
Qualifying Shareholders will have the right to apply for any Offer Shares in excess of their
own assured allotments under the Application Forms, but are not assured of being allocated
any Shares in excess of those in their assured allotments.
The Directors will allocate the Offer Shares in excess of assured allotments at their discretion
on a fair and equitable basis, on a pro-rata basis to the excess Offer Shares applied for by the
Qualifying Shareholders. The basis of allocation of such excess Offer Shares will be disclosed
in the Prospectus. However, no preference will be given to topping-up odd lots to whole board
lots. Shareholders who have been offered odd lots of the Offer Shares should note that there
is no guarantee that such odd lots of the Offer Shares will be topped up to create whole board
lots pursuant to applications for excess Offer Shares.
Application may be made by completing the Excess Application Form by the Qualifying
Shareholders and lodging the same with a separate remittance for the excess Offer Shares
being applied for before the Latest Time for Acceptance.
Any Offer Shares not applied for by the Qualifying Shareholders will be taken up by the
Underwriter.
The Shareholders with their Shares held by a nominee company should note that the
Board will regard the nominee as a single shareholder according to the register of
members of the Company. Shareholders should note that the number of excess Offer
Shares which may be allocated to them may be different where they make applications
for excess Offer Shares by different means, such as making applications in their own
names as against through nominees who also hold Shares for other Shareholders.
Shareholders should consult their professional advisers if they are in any doubt as to
whether they should register their shareholding in their own names prior to the relevant
book close period and apply for the excess Offer Shares themselves.
–8–
A1b 18(1)
Share certificates for the Offer Shares and refund cheques
Subject to the fulfillment of the conditions of the Open Offer, share certificates for all Offer
Shares are expected to be posted to the Qualifying Shareholders who have accepted and
applied for (where appropriate), and paid for the Offer Shares on or before Wednesday, 15
July 2015 by ordinary post at their own risk.
Refund cheques in respect of wholly or partially unsuccessful applications for excess Offer
Shares (if any) are expected to be posted on or before Wednesday, 15 July 2015.
Application for listing of the Offer Shares on the Stock Exchange
The Company will apply to the Listing Committee of the Stock Exchange for the listing of,
and permission to deal in, the Offer Shares. The Offer Shares shall have the board lot size of
2,000 Shares.
Dealings in the Offer Shares on the Stock Exchange will be subject to the payment of stamp
duty (if any) in Hong Kong and any other applicable fees and charges in Hong Kong.
Subject to the granting of listing of, and permission to deal in, the Offer Shares on the Stock
Exchange, the Offer Shares will be accepted as eligible securities by HKSCC for deposit,
clearance and settlement in CCASS with effect from the commencement date of dealings
in the Offer Shares on the Stock Exchange or such other date as determined by HKSCC.
Settlement of transactions between participants of the Stock Exchange on any trading day is
required to take place in CCASS on the second trading day thereafter. All activities under
CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in
effect from time to time.
Reasons for the Open Offer and the use of proceeds
The Company is an investment holding company. The Group is principally engaged in the
research and development, design, manufacturing and sale of various automobile shock
absorbers.
Upon the full subscription of the Offer Shares and assuming no further Shares have been
allotted and issued from the date hereof to the Record Date:
(i)
the gross proceeds under the Open Offer are expected to be approximately HK$153.6
million; and
(ii)
the net proceeds under the Open Offer (after deducting the costs and expenses in relation
to the Open Offer) are expected to amount to approximately HK$147.9 million.
To achieve the Company’s goal of diversifying industrial investment and enriching its income
stream, the Company intends to use the net proceeds (i) to finance the diversification of the
Group into the businesses of investment migration advisory services and financial consultancy
and advisory services (as announced by the Company on 31 December 2014 and 16 April
2015); (ii) to finance the possible acquisition of certain companies which were principally
engaged in international remittance, foreign exchange and payment settlement business and
–9–
R13.28(3)
R13.28(6)
R7.24(5)
the provision of various social financial service products in Canada, United Kingdom, Hong
Kong and the PRC (as announced by the Company on 18 April 2015); and (iii) to finance the
possible acquisition of a new energy project investment company which is principally engaged
in photo thermal, photovoltaics and wind power project development and operation in the PRC
(as announced by the Company on 24 April 2015); (iv) to finance other possible acquisitions
and mergers when such opportunities arise; and (v) as general working capital of the Group.
The Board has considered other alternative fund raising methods such as issue of new shares
and bank borrowings and consider that the Open Offer will provide an equal opportunity to
all Qualifying Shareholders to maintain their respective shareholdings in the Company and
participate in the growth and development of the Company.
Accordingly, the Directors (excluding the independent non-executive Directors who will give
their view after taking into consideration of the advice of Goldin Financial) consider that the
Open Offer is fair and reasonable and in the interests of the Company and the Shareholders as
a whole.
UNDERWRITING ARRANGEMENT
Wealth Max Undertakings
TC3.5(c)(iii)
Wealth Max holds in aggregate 92,178,000 Shares, representing approximately 24.0% of the
existing issued share capital of the Company as at the date of this announcement.
Pursuant to the Wealth Max Undertakings, Wealth Max has irrevocably undertaken to the
Company that:
(i)
the 92,178,000 Shares held by it shall remain registered in its name up to and including
the close of business on the Record Date;
(ii)
it will not transfer or otherwise dispose of, or create any rights in respect of, any of
the 92,178,000 Shares held by it or any interests therein, or acquire any Shares or any
interests therein, up to the Record Date;
(iii) it will accept its entitlement to the assured allotment of 92,178,000 Offer Shares derived
from the 92,178,000 Shares held by it pursuant to the terms of the Open Offer; and
(iv) it will lodge the Application Form in respect of the Offer Shares referred to (iii) above
accompanied by appropriate remittances which shall be honoured on first presentation
and otherwise comply with the procedures for such acceptance and application as
described in the Prospectus Documents prior to the Latest Time for Acceptance.
Save for the Wealth Max Undertakings, the Company has not received any information or
irrevocable undertaking from any substantial shareholders (as defined in the Listing Rules) of
the Company of their intention in relation to the Offer Shares to be provisionally allotted to
them under the Open Offer.
– 10 –
A1b 18(3)
Underwriting Agreement
R13.28(10)
TC3.5(b)
Date:
4 May 2015 (after trading hours)
Underwriter:
Wealth Max, which is a limited liability company
incorporated in the British Virgin Islands and wholly
beneficially owned by Mr. Sea, an executive Director and the
Chairman of the Board.
As at the date of this announcement, Wealth Max holds
92,178,000 Shares, representing approximately 24.0% of the
issued share capital of the Company.
Wealth Max is an investment holding company and it is
not in its ordinary course of business to underwrite issue of
securities.
Number of Offer Shares
underwritten:
291,822,000 Offer Shares, being the total number of the
Offer Shares less the number of the Offer Shares undertaken
to be taken up by Wealth Max. The Open Offer (other
than the Offer Shares undertaken to be taken up by Wealth
Max under the Wealth Max Undertakings) will be fully
underwritten by the Underwriter on the terms and subject to
the conditions set out in the Underwriting Agreement.
Underwriting commission:
2.0% of the aggregate Subscription Price of the Underwritten
Shares as determined on the Record Date
Termination of the Underwriting Agreement
The Underwriter reserves the right to terminate the underwriting arrangements set out in the
Underwriting Agreement by notice in writing given by the Underwriter to the Company at any
time prior to the Latest Time for Termination, if:
(a)
it has come to the notice of the Underwriter:
(i)
that any statement, considered reasonably by the Underwriter to be material,
contained in the Prospectus Documents was when the Prospectus Documents were
issued, or has become untrue, incorrect or misleading in any material respect; or
(ii)
that any matter has arisen or has been discovered which would, had it arisen or
been discovered immediately before the Prospectus Posting Date, constitute an
omission therefrom reasonably considered by the Underwriter to be material; or
(iii) any breach of the warranties contained in the Underwriting Agreement reasonably
considered by the Underwriter to be material; or
– 11 –
(iv) any event, act or omission which in the reasonable opinion of the Underwriter give
or are likely to give rise to any material liability of the Company; or
(v)
any material breach of any material obligations or undertakings of the Company
contained in the Underwriting Agreement; or
(vi) any adverse change in the business or in the financial or trading position of any
member of the Group which is material in the context of the Open Offer;
(b)
in the reasonable opinion of the Underwriter, the success of the Open Offer would be
materially and adversely affected by:
(i)
the introduction of any new law or regulation or any change in existing law or
regulation (or the judicial interpretation thereof) or other occurrence of any nature
whatsoever which may materially and adversely affect the business or the financial
or trading position or prospects of the Group as a whole; or
(ii)
the occurrence of any local, national or international event or change (whether or
not forming part of a series of events or changes occurring or continuing before,
and/or after the date hereof) of a political, military, financial, economic, currency
or other nature (whether or not sui generis with any of the foregoing), or in the
nature of any local, national or international outbreak or escalation of hostilities or
armed conflict, or affecting local securities market which materially and adversely
affect the business or the financial or trading position or prospects of the Group
as a whole or materially or adversely prejudice the success of the Open Offer or
otherwise makes inexpedient or inadvisable to proceed with the Open Offer; or
(c)
any change in market conditions (including without limitation suspension or material
restriction or trading in securities) occurs which, in the reasonable opinion of the
Underwriter, is likely to materially or adversely affect the success of the Open Offer or
otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or
(d)
any change in the circumstances of the Company or any members of the Group which
will, in the reasonable opinion of the Underwriter, materially or adversely affect the
prospect of the Company.
If at or prior to the Latest Time for Termination any such notice referred to above is given
by the Underwriter, the obligations of all parties under the Underwriting Agreement shall
cease and determine and no party to the Underwriting Agreement shall have any claim against
any other party in respect of any matter or thing arising out of or in connection with the
Underwriting Agreement provided however that the Company shall remain liable to pay the
costs, charges and expenses howsoever of or incidental to the Open Offer.
If the Underwriting Agreement is terminated by the Underwriter prior to the Latest
Time for Termination or does not become unconditional, the Open Offer will not
proceed. A further announcement will be made by the Company if the Underwriting
Agreement is terminated by the Underwriter.
– 12 –
WARNING OF THE RISK OF DEALING IN SHARES
The Open Offer is conditional upon the obligations of the Underwriter under the
Underwriting Agreement having become unconditional and the Underwriter not
having terminated the Underwriting Agreement in accordance with the terms thereof.
Shareholders and potential investors should therefore exercise caution when dealing
in Shares, and if they are in any doubt about their positions, they should consult their
professional advisers.
Shareholders should note that Shares will be dealt in on an ex-entitlement basis
commencing from Thursday, 11 June 2015 and that dealings in Shares will take
place while the conditions to which the Open Offer is subject remain unfulfilled. Any
Shareholder or other person dealing in Shares up to the date on which all conditions to
which the Open Offer is subject are fulfilled, will accordingly bear the risk that the Open
Offer cannot become unconditional and may not proceed. Any Shareholder or other
person contemplating selling or purchasing Shares who is in any doubt about his/her/its
position is recommended to consult his/her/its own professional adviser.
CHANGES IN SHAREHOLDING STRUCTURE
The following is the shareholding structure of the Company immediately before and after
completion of the Open Offer:
Name of Shareholder
As at the date
of this announcement
Number of
Shares Approx. %
Immediately after the
completion of the Open
Offer assuming that all
Shareholders have fully
subscribed for their
entitlements under the
Open Offer
Number of
Shares Approx. %
Immediately after the
completion of the Open
Offer assuming that,
except for Wealth Max,
no Shareholders
subscribe for their
entitlements or apply for
excess Offer Shares under
the Open Offer
Number of
Shares Approx. %
Wealth Max and
its concert parties(1)
92,178,000
24.0%
184,356,000
24.0%
476,178,000
62.0%
Plenty Venture
Holdings Limited(2)
16,800,000
4.4%
33,600,000
4.4%
16,800,000
2.2%
Wang Wenbo(3)
1,200,000
0.3%
2,400,000
0.3%
1,200,000
0.2%
Yang Weixia(4)
960,000
0.3%
1,920,000
0.3%
960,000
0.1%
Sub-total
111,138,000
28.9%
222,276,000
28.9%
495,138,000
64.5%
Public Shareholders
272,862,000
71.1%
545,724,000
71.1%
272,862,000
35.5%
Total
384,000,000
100.0%
768,000,000
100.0%
768,000,000
100.0%
– 13 –
SFC
B1Q5
Notes:
1.
Wealth Max is wholly beneficially owned by Mr. Sea, an executive Director and the Chairman of the
Board.
2.
Plenty Venture Holdings Limited is wholly beneficially owned by Zhao Zhijun, an executive Director.
3.
Wang Wenbo is an executive Director.
4.
Yang Weixia is an executive Director.
EFFECT OF BAD WEATHER AT THE LATEST TIME FOR ACCEPTANCE
The Latest Time for Acceptance will be postponed if there is:
•
a tropical cyclone warning signal number 8 or above, or
•
a “black” rainstorm warning
in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on Tuesday, 7
July 2015. Instead, the Latest Time for Acceptance will be rescheduled to 12:00 noon on the
next Business Day which does not have either of those warnings in force at any time between
9:00 a.m. and 12:00 noon. If the Latest Time for Acceptance is postponed in accordance with
the foregoing, the dates mentioned in the section headed “EXPECTED TIMETABLE” in
this announcement may be affected. An announcement will be made by the Company in such
event.
FUNDS RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE
MONTHS
R13.28
(9)
The Company has not conducted any other fund raising activities in the past twelve months
before the date of this announcement.
APPLICATION FOR WHITEWASH WAIVER
As at the date of this announcement, Wealth Max holds 92,178,000 Shares in total.
Assuming that no Shareholders have taken up any Offer Shares, upon completion of the Open
Offer, the taking up of the Offer Shares to which Wealth Max is entitled under the Open Offer
and the Underwritten Shares would result in the shareholding of Wealth Max in the Company
being increased from approximately 24.0% to 62.0% and would therefore give rise to a
mandatory offer obligation on the part of Wealth Max under Rule 26 of the Takeovers Code
unless the Whitewash Waiver is obtained.
– 14 –
TC3.5(b)
(c) (i)(ii)
Wealth Max has confirmed that none of Wealth Max and persons acting in concert with it has
acquired any voting rights in the Company nor dealt in any securities of the Company and
there have been no disqualifying transactions as stipulated under paragraph 3 of Schedule VI
to the Takeovers Code, in the six-month period preceding the date of this announcement and
up to and including the date of this announcement.
An application will be made by Wealth Max to the Executive for the Whitewash Waiver
pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. The Whitewash
Waiver, if granted by the Executive, would be subject to, among other things, the approval of
the Independent Shareholders at the EGM by way of poll, which Wealth Max, Mr. Sea and the
parties acting in concert with them will abstain from voting on the relevant resolution(s).
SFC
B1Q6
The completion of the Open Offer is conditional upon, among other matters, the
grant of the Whitewash Waiver by the Executive and the approval of the Independent
Shareholders at the EGM. The Executive may or may not grant the Whitewash Waiver.
If the Whitewash Waiver is not granted by the Executive or the Whitewash Waiver is not
approved at the EGM, the Open Offer will not proceed.
Shareholders and potential investors should be aware that there is a possibility that,
upon completion of the Open Offer, Wealth Max may hold more than 50% of the voting
rights of the Company. Hence, Wealth Max may increase its holdings of voting rights of
the Company without incurring any further obligation under Rule 26 of the Takeovers
Code to make a general offer.
The Directors (excluding the independent non-executive Directors who will give their view
after taking into consideration of the advice of Goldin Financial) believe that the Whitewash
Waiver is fair and reasonable and in the interests of the Company and the Shareholders as a
whole.
The independent non-executive Directors of the Company will first take into consideration
of the advice of Goldin Financial before making recommendation as to the fairness and
reasonableness of the Whitewash Waiver.
– 15 –
TC Sch
VI 4(c)
EXPECTED TIMETABLE
The expected timetable for the Open Offer is set out below.
2015
Despatch of circular with the notice and proxy form of EGM . . . . . . . . . . . . . . Friday, 22 May
Latest time for lodging proxy forms
for the purpose of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:15 a.m., Sunday, 7 June
Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:15 a.m., Tuesday, 9 June
(or as soon as the annual general meeting
of the Company to be convened
at 9:30 a.m. on the same date and
at the same place shall conclude or adjourn)
Announcement of result of the EGM to be posted
on the websites of the Stock Exchange and
the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 9 June
Last day of dealing in Shares on a cum-entitlement basis . . . . . . . . . . . . . Wednesday, 10 June
First day of dealing in Shares on an ex-entitlement basis. . . . . . . . . . . . . . . Thursday, 11 June
Latest time for lodging transfer of the Shares
in order to be qualified for the Open Offer . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 12 June
A1b 18(2)
Register of members of the Company closes to
determined entitlement under the
Open Offer (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 15 June to
Friday, 19 June
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 19 June
R7.25
A1b18(1)
Despatch of the Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 22 June
Latest time for acceptance of and payment for
Offer Shares and for application and
payment for excess Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Tuesday, 7 July
Latest time for the termination of the Underwriting Agreement . 4:00 p.m., Wednesday, 8 July
Announcement of the results of the Open Offer
to be posted on the Stock Exchange’s and
the Company’s websites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 14 July
Despatch of certificates for fully-paid Offer Shares and
refund cheques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 15 July
Dealings in Offer Shares commence . . . . . . . . . . . . . . . . . . . 9:00 a.m., Thursday, 16 July
– 16 –
A1b 18(1)
The expected timetable is indicative only and it has been prepared on the assumption that the
Open Offer, the Underwriting Agreement and the Whitewash Waiver will be approved by the
Independent Shareholders at the EGM. The expected timetable is subject to change, and any
such change will be announced in a separate announcement by the Company as and when
appropriate.
LISTING RULES AND TAKEOVERS CODE IMPLICATIONS
The Open Offer, the Underwriting Agreement and the Whitewash Waiver are subject to the
approval of the Independent Shareholders at the EGM.
R13.28
(11)
R7.24
(5)(a)
As the Open Offer will increase the issued share capital of the Company by more than 50%,
pursuant to Rule 7.24(5) of the Listing Rules, the Open Offer must be made conditional on
approval by Shareholders in the EGM by a resolution on which any controlling Shareholders
and their associates or, where there are no controlling Shareholders, Directors (excluding
independent non-executive Directors) and the chief executive of the Company and their
respective associates shall abstain from voting in favour. Since the Company has no
controlling Shareholder, all Directors (excluding independent non-executive Directors) and
the chief executive of the Company and their respective associates shall abstain from voting in
favour of the Open Offer.
As at the date of this announcement, the following Directors or their respective associates
are also Shareholders, and shall abstain from voting in favour of the relevant resolutions
approving the Open Offer at the EGM:
Name of Shareholder
Number of Shares
Wealth Max(1)
Plenty Venture Holdings Limited(2)
Wang Wenbo(3)
Yang Weixia(4)
92,178,000
16,800,000
1,200,000
960,000
Total
111,138,000
Notes:
1.
Wealth Max is wholly beneficially owned by Mr. Sea, an executive Director and the Chairman of the
Board.
2.
Plenty Venture Holdings Limited is wholly beneficially owned by Zhao Zhijun, an executive Director.
3.
Wang Wenbo is an executive Director.
4.
Yang Weixia is an executive Director.
Under the Listing Rules, the Underwriter is regarded as a connected person of the Company.
Accordingly, the transactions contemplated under the Underwriting Agreement (including the
payment of the underwriting commission) constitute a connected transaction of the Company
but are exempted from the reporting, announcement and independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules.
– 17 –
R14A.92
(2)(b)
As stated above, the completion of the Open Offer is conditional upon, among other matters,
the grant of the Whitewash Waiver by the Executive. Under the Takeovers Code, the grant
of the Whitewash Waiver is subject to the approval of the Shareholders who are not involved
in, or interested in, the Open Offer (save for any assured entitlement to the Open Offer as a
Qualifying Shareholder), the Underwriting Agreement and/or the Whitewash Waiver.
SFC
B1Q7
Accordingly, as Wealth Max (as Underwriter to the Open Offer) is considered to be interested
in the Open Offer, the Underwriting Agreement and the Whitewash Waiver, Wealth Max and
parties acting in concert with it (including Mr. Sea) will abstain from voting on the respective
resolutions at the EGM for approving the Open Offer, the Underwriting Agreement and the
Whitewash Waiver.
SFC
B1Q8
The resolution(s) to be put to vote at the EGM will be taken by way of poll in accordance with
the Listing Rules and the Takeovers Code.
ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT
OF INDEPENDENT FINANCIAL ADVISER
The Board has established an Independent Board Committee comprising all independent
non-executive Directors to advise the Independent Shareholders on the terms of the Open
Offer, the Underwriting Agreement and the Whitewash Waiver and to advise the Independent
Shareholders on how to vote on the relevant resolutions in the EGM taking into account the
recommendations of Goldin Financial.
The Independent Board Committee has approved the appointment of Goldin Financial as the
independent financial adviser of the Company to advise the Independent Board Committee and
the Independent Shareholders on the terms of the Open Offer, the Underwriting Agreement
and the Whitewash Waiver, and to advise the Independent Shareholders on how to vote on the
relevant resolutions in the EGM.
The Independent Board Committee will formulate its views with respect to the terms of the
Open Offer, the Underwriting Agreement and the Whitewash Waiver after obtaining and
considering the advice of Goldin Financial. The advice of the Independent Board Committee
and Goldin Financial and other relevant information will be provided to the Shareholders in
the circular to be issued by the Company.
GENERAL
A circular including, among other things, details of (i) the Open Offer, the Underwriting
Agreement and the Whitewash Waiver; (ii) the recommendation of the independent board
committee in relation to the Open Offer, the Underwriting Agreement and the Whitewash
Waiver; (iii) a letter of advice from the independent financial adviser to the independent board
committee of the Company and the Independent Shareholders in relation to the Open Offer,
the Underwriting Agreement and the Whitewash Waiver; and (iv) a notice convening the EGM
will be despatched to the Shareholders as soon as practicable in compliance with Rule 8.2 of
the Takeovers Code and the Listing Rules.
The Prospectus Documents setting out details of the Open Offer will be despatched to the
Qualifying Shareholders as soon as practicable, subject to the conditions of the Open Offer
being satisfied.
– 18 –
SFC
B1Q9
ADDITIONAL DISCLOSURE OF INTERESTS
Wealth Max has confirmed that, as at the date of this announcement, other than 92,178,000
(representing approximately 24% of the issued share capital of the Company) held by it:
(i)
Wealth Max, Mr. Sea and persons acting in concert with them did not hold any Shares,
convertible securities, warrants or options of the Company or any outstanding derivatives
in respect of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code)
of the Company;
TC
3.5(c)(iii),
(iv), (d), (f),
(g), (h)
(ii)
Wealth Max, Mr. Sea and persons acting in concert with them have not received any
irrevocable commitment to vote for or against the resolutions to be proposed at the EGM
to approve the Open Offer, the Underwriting Agreement and/or the Whitewash Waiver;
SFC
B1Q10
(iii) Wealth Max, Mr. Sea and persons acting in concert with them have not entered into any
derivatives in respect of securities in the Company which are outstanding as at the date
of this announcement;
SFC
B1Q13
(iv) save for the Underwriting Agreement and the Wealth Max Undertakings, there is no
arrangement referred to in Note 8 to Rule 22 of the Takeovers Code (whether by way
of option, indemnity or otherwise) in relation to the Shares or shares of the Underwriter
and which might be material to the transactions contemplated under the Open Offer, the
Underwriting Agreement and/or the Whitewash Waiver;
(v)
save for the Underwriting Agreement and the Wealth Max Undertakings, there is no
agreement, arrangement or undertaking which is conditional or dependent on completion
of or otherwise connected with the Open Offer, the Underwriting Agreement and/or the
Whitewash Waiver;
SFC
B1Q11
(vi) other than the Underwriting Agreement, there are no agreements or arrangements to
which the Underwriter, Mr. Sea, any party acting in concert with them or any of their
respective associates is a party which relate to the circumstances in which it may or
may not invoke or seek to invoke a pre-condition or a condition to the Open Offer and
the transactions contemplated under the Underwriting Agreement and/or the Whitewash
Waiver; and
SFC
B1Q12,
B1Q13,
B1Q14
(vii) no Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code)
of the Company have been borrowed or lent by the Underwriter, Mr. Sea or any parties
acting in concert with any of them.
– 19 –
DEFINITIONS
In this announcement, unless the context otherwise requires, the following words and
expressions shall have the following meanings when used herein:
“acting in concert”
has the meaning ascribed thereto under the Takeovers Code
“Application Form(s)”
the form(s) of application for use by Qualifying Shareholders
to apply for their assured allotments of the Offer Shares
under the Open Offer
“associates”
has the meaning ascribed thereto under the Listing Rules
“Board”
the board of Directors
“Business Day”
a day (other than a Saturday, Sunday, public holidays and
days on which a tropical cyclone warning signal no. 8 or
above or a “black” rainstorm warning signal is hoisted in
Hong Kong at any time between 9:00 a.m. and 4:00 p.m.) on
which banks are open for general banking business in Hong
Kong
“CCASS”
the Central Clearing and Settlement System established and
operated by HKSCC
“Company”
China Vehicle Components Technology Holdings Limited,
a company incorporated in the Cayman Islands with limited
liability, the issued Shares of which are listed on the Main
Board of the Stock Exchange
“controlling Shareholder”
has the same meaning ascribed to it in the Listing Rules
“Director(s)”
the director(s) of the Company
“EGM”
the extraordinary general meeting of the Company to be
convened to consider and, if thought fit, approve the Open
Offer (including the Underwriting Agreement and the
Whitewash Waiver)
“Excess Application Form(s)”
the excess application form for use by the Qualifying
Shareholders who wish to apply for Offer Shares in excess of
their entitlements under the Open Offer
– 20 –
“Excluded Shareholders”
such Overseas Shareholders whom the Directors, based on
legal opinions provided by legal advisers and on account
either of legal restrictions under the laws of relevant place
or the requirements of the relevant regulatory body or stock
exchange in that place, consider it necessary or expedient not
to offer the Offer Shares
“Executive”
the Executive Director of the Corporate Finance Division of
the Securities and Futures Commission of Hong Kong or any
of his delegate(s)
“Goldin Financial”
Goldin Financial Limited, a corporation licensed to carry out
Type 6 (advising on corporate finance) regulated activities
under the SFO, being the independent financial adviser
appointed to advise the Independent Board Committee and
the Independent Shareholders on the terms of the Open
Offer, the Underwriting Agreement and the Whitewash
Waiver
“Group”
the Company and its subsidiaries
“HKSCC”
Hong Kong Securities Clearing Company Limited
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Independent Board
Committee”
an independent board committee of the Board comprising
all independent non-executive Directors which has been
established to advise the Independent Shareholders on the
terms of the Open Offer, the Underwriting Agreement and
the Whitewash Waiver
“Independent Shareholders”
Shareholders other than (i) the Directors (excluding
independent non-executive Directors), the chief executive
of the Company and their respective associates; (ii) Wealth
Max, Mr. Sea and parties acting in concert with any of them;
(iii) any other Shareholders who are involved in, or interested
in, the Open Offer (save for any assured entitlement to the
Open Offer as a Qualifying Shareholder), the Underwriting
Agreement and/or the Whitewash Waiver; and (iv) any other
Shareholders who are required by the Listing Rules and/or
the Takeovers Code to abstain from voting in respect of the
resolution(s) relating to the Open Offer, the Underwriting
Agreement and the Whitewash Waiver at the EGM
“Last Trading Date”
4 May 2015, being the last trading day of the Shares prior to
the release of this announcement
– 21 –
SFC
B1Q15
“Latest Time for Acceptance”
4:00 p.m. on Tuesday, 7 July 2015 or such other date and/
or time as the Underwriter and the Company may agree
as the latest date for acceptance and payment in respect of
provisional allotments and applications for excess Offer
Shares under the Open Offer
“Latest Time for Termination”
4:00 p.m. Wednesday, 8 July 2015, being the next Business
Day after the Latest Time for Acceptance (or such other
time or date as may be agreed between the Company
and the Underwriter) and the latest time to terminate the
Underwriting Agreement
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“Mr. Sea”
Wilson Sea, an executive Director and the Chairman of the
Board
“Offer Share(s)”
384,000,000 Shares to be allotted and issued pursuant to
Open Offer
“Open Offer”
the proposed issue of Offer Shares on the basis of one (1)
Offer Share for every one (1) Share held on the Record
Date to Qualifying Shareholders pursuant to the terms
and conditions of the Prospectus Documents and the
Underwriting Agreement
“Overseas Letter”
a letter from the Company to the Excluded Shareholders
explaining the circumstances in which the Excluded
Shareholders are not permitted to participate in the Open
Offer
“Overseas Shareholder(s)”
the Shareholder(s) whose name(s) appear(s) on the register
of members of the Company at the close of business on the
Record Date and whose registered address(es) as shown on
such register is(are) outside Hong Kong
“PRC”
the People’s Republic of China, for the purpose of this
announcement, excluding Hong Kong, the Macau Special
Administrative Region and Taiwan
“Prospectus”
the prospectus to be issued by the Company in relation to the
Open Offer
“Prospectus Documents”
the Prospectus, the Application Form and the Excess
Application Form
– 22 –
R13.38(2)
“Prospectus Posting Date”
Monday, 22 June 2015, or such later date as the Underwriter
may agree in writing with the Company
“Qualifying Shareholder(s)”
the Shareholder(s), other than the Excluded Shareholder(s),
whose name(s) appear(s) on the register of members of the
Company on the Record Date
“Record Date”
Friday, 19 June 2015, being the date by reference to which
entitlements to the Open Offer will be determined
“Registrar”
Tricor Investor Services Limited, being the Company’s Hong
Kong branch share registrar
“Share(s)”
ordinary share(s) of HK$0.1 each in the share capital of the
Company
“Shareholder(s)”
holder(s) of the Shares
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Subscription Price”
subscription price of HK$0.4 per Offer Share
“Takeovers Code”
the Hong Kong Code on Takeovers and Mergers
“Underwriting Agreement”
the underwriting agreement dated 4 May 2015 entered into
between the Company and the Underwriter (after trading
hours) in relation to the Open Offer
“Underwritten Shares”
291,822,000 Offer Shares fully underwritten by the
Underwriter, being all the Offer Shares less the number of
Offer Shares agreed to be taken up by Wealth Max pursuant
to the Wealth Max Undertakings
“Wealth Max” or
“Underwriter”
Wealth Max Holdings Limited, a company incorporated in
the British Virgin Islands with limited liability
“Wealth Max Undertakings”
the irrevocable undertaking given by Wealth Max pursuant
to the Underwriting Agreement
“Whitewash Waiver”
the whitewash waiver from the obligation of the Underwriter
to make a mandatory offer under Rule 26 of the Takeovers
Code as a result of the underwriting of the Offer Shares
under the Underwriting Agreement pursuant to Note 1 on
dispensations from Rule 26 of the Takeovers Code
– 23 –
SFC
B1Q16
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent
By Order of the Board of
China Vehicle Components Technology Holdings Limited
Wilson Sea
Chairman
Hong Kong, 4 May 2015
As at the date of this announcement, the Board comprises six executive Directors, namely
Mr. Wilson Sea, Mr. Zhao Zhijun, Mr. Yan Haiting, Mr. Wang Wenbo, Ms. Yang Weixia and
Mr. Wang Ping; and four independent non-executive Directors, namely Mr. Chu Kin Wang,
Peleus, Mr. Li Zhiqiang, Mr. Zhang Jinhua and Ms. Shi Hongmei.
R2.14
The directors of the Company 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.
TC9.3
– 24 –
SFC
B1Q17