CHINLINK INTERNATIONAL HOLDINGS LIMITED 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 appears for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.
CHINLINK INTERNATIONAL HOLDINGS LIMITED 普匯中金國際控股有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 0997)
(A) RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY ONE (1) ADJUSTED SHARE
HELD ON THE RECORD DATE; AND
(B) ADJUSTMENTS TO THE SHARE OPTIONS
RESULTS OF THE RIGHTS ISSUE
The Board is pleased to announce that all conditions set out in the Underwriting Agreement have been fulfilled and the Rights Issue became unconditional at 4:00 p.m. on Tuesday, 23 March 2021. The gross proceeds raised from the Rights Issue are HK$333.2 million before expenses.
As at 4:00 p.m. on Wednesday, 17 March 2021, being the latest time for acceptance of, and payment for, the Rights Shares and for application and payment for the excess Rights Shares,
(i) 12 valid acceptances of provisional allotments under the PALs were received for a total of 596,315,471 Rights Shares, representing approximately 68.00% of the total number of 876,965,814 Rights Shares being offered under the Rights Issue; and
(ii) 10 valid applications for excess Rights Shares under the EAFs were received for a total of 9,899,430 Rights Shares, representing approximately 1.13% of the total number of 876,965,814 Rights Shares being offered under the Rights Issue.
* For identification purpose only 1
In aggregate, 22 valid acceptances and applications in respect of 606,214,901 Rights Shares have been accepted and applied for representing approximately 69.13% of the total number of 876,965,814 Rights Shares being offered under the Rights Issue.
Pursuant to the Irrevocable Undertakings, each of Mr. Li and Wealth Keeper has subscribed for 40,008,360 Rights Shares and 494,857,920 Rights Shares respectively provisionally allotted to him/it.
Based on the subscription results, the Rights Issue was under-subscribed by 270,750,913 Rights Shares, representing approximately 30.87% of the total number of Rights Shares being offered under the Rights Issue.
DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES
It is expected that share certificates in respect of the fully-paid Rights Shares will be despatched to those entitled thereto by ordinary post to their respective registered addresses at their own risk by the Registrar on or before Thursday, 25 March 2021.
COMMENCEMENT OF DEALINGS IN FULLY-PAID RIGHTS SHARES
Approval has been granted by the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares. Dealings in the Rights Shares in their fully paid form on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, 26 March 2021.
ADJUSTMENTS TO THE SHARE OPTIONS
As a result of the Rights Issue, adjustments are required to be made to the exercise prices and the number of the Shares falling to be issued upon exercise of the outstanding Share Options in accordance with the terms of the Share Option Scheme. Details of the adjustments are set out in this announcement.
Reference is made to the prospectus of Chinlink International Holdings Limited (the "Company") dated 3 March 2021 (the "Prospectus") in relation to the Rights Issue. Unless the context otherwise requires, capitalized terms used herein shall have the same meaning as those defined in the Prospectus.
(A) RESULTS OF THE RIGHTS ISSUE
The Board is pleased to announce that all conditions set out in the Underwriting Agreement have been fulfilled and the Rights Issue became unconditional at 4:00 p.m. on Tuesday, 23 March 2021. The gross proceeds raised from the Rights Issue are HK$333.2 million before expenses.
As at 4:00 p.m. on Wednesday, 17 March 2021, being the latest time for acceptance of, and payment for, the Rights Shares and for application and payment for the excess Rights Shares,
(i) 12 valid acceptances of provisional allotments under the PALs were received for a total of 596,315,471 Rights Shares, representing approximately 68.00% of the total number of 876,965,814 Rights Shares being offered under the Rights Issue; and
(ii) 10 valid applications for excess Rights Shares under the EAFs were received for a total of 9,899,430 Rights Shares, representing approximately 1.13% of the total number of 876,965,814 Rights Shares being offered under the Rights Issue.
In aggregate, 22 valid acceptances and applications in respect of 606,214,901 Rights Shares have been accepted and applied for representing approximately 69.13% of the total number of 876,965,814 Rights Shares being offered under the Rights Issue.
Pursuant to the Irrevocable Undertakings, each of Mr. Li and Wealth Keeper has subscribed for 40,008,360 Rights Shares and 494,857,920 Rights Shares respectively provisionally allotted to him/it.
Based on the subscription results, the Rights Issue was under-subscribed by 270,750,913 Rights Shares, representing approximately 30.87% of the total number of Rights Shares being offered under the Rights Issue.
EXCESS APPLICATION
Given the subscription results, all valid applications for a total of 9,899,430 excess Rights Shares have been accepted and the relevant number of the Rights Shares will be allotted and issued in full to the relevant applicants.
UNDERWRITING AGREEMENT
Pursuant to the terms and conditions of the Underwriting Agreement, the Underwriter has performed its underwriting obligations to subscribe or procure subscription for all the untaken Rights Shares, representing approximately 30.87% of the total number of Rights Shares being offered under the Rights Issue.
EFFECT OF THE RIGHTS ISSUE ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
To the best of the Directors' knowledge, information and belief, the following is the shareholding structure of the Company immediately before and after completion of the Rights Issue:
Immediately before | Immediately after |
completion of the | completion of the |
Rights Issue | Rights Issue |
No. of | No. of |
Adjusted Approximate % | Adjusted Approximate % |
Shares (Note 4) | Shares (Note 4) |
Mr. Li (Note 1) | 13,336,120 | 4.56 | 53,344,480 | 4.56 |
Wealth Keeper (Note 2) | 164,952,640 | 56.43 | 659,810,560 | 56.43 |
Underwriter, sub-underwriter(s) | ||||
and/or subscriber(s) procured | ||||
by them (Note 3) | - | - | 270,750,913 | 23.16 |
Other public Shareholders | 114,033,178 | 39.01 | 185,381,799 | 15.85 |
Total | 292,321,938 | 100.00 | 1,169,287,752 | 100.00 |
Notes: |
1. Mr. Li is an executive Director.
2. Wealth Keeper is 100% beneficially owned by Mr. Li.
3. None of the ultimate subscribers or the purchasers of the Untaken Shares procured by the Underwriter (including any direct and indirect sub-underwriters) are (i) connected or acting in concert with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective associates; and/or (ii) holding 10% or more of the total issued shares of the Company immediately upon completion of the Rights Issue.
4. The percentage figures have been subjected to rounding adjustments. Any discrepancies between totals and sums of amounted listed herein are due to rounding adjustments.
DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES
It is expected that share certificates in respect of the fully-paid Rights Shares will be despatched to those entitled thereto by ordinary post to their respective registered address at their own risk by the Registrar on or before Thursday, 25 March 2021.
COMMENCEMENT OF DEALINGS IN FULLY-PAID RIGHTS SHARES
Approval has been granted by the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares. Dealings in the Rights Shares in their fully paid form on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, 26 March 2021.
(B) ADJUSTMENTS IN RELATION TO THE SHARE OPTIONS
As a result of the Rights Issue, adjustments are made to the exercise prices and the number of Shares falling to be allotted and issued in respect of the outstanding Share Options in accordance with the terms and conditions of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the supplementary guidance dated 5 September 2005 issued by the Stock Exchange (the "Supplementary Guidance"). The adjustments to the exercise prices of and the number of Shares falling to be issued upon exercise of the outstanding Share Options are as follows and will become effective from Thursday, 25 March 2021, being the date on which the fully-paid Rights Shares are allotted and issued:
Immediately prior to the | Immediately after the |
adjustments as a result of | adjustments as a result of |
completion of the Rights Issue | completion of the Right Issue |
Adjusted | |
Number of | number of |
Adjusted | Adjusted |
Shares to be | Shares to be |
full exercise | Exercise price | |
of the | per Adjusted | |
Date of grant | Share Options | Share |
24 April 2013 | 1,431,185 | HK$32.0500 |
29 November 2013 | 144,747 | HK$38.6875 |
17 December 2013 | 72,373 | HK$37.5875 |
issued upon | issued upon | Adjusted |
full exercise | exercise price | |
of the | per Adjusted | |
Share Options | Share | |
1,445,197 | 31.7390 | |
146,163 | 38.3120 | |
73,082 | 37.2227 |
HLB Hodgson Impey Cheng Limited, the auditor of the Company, has issued a report of factual findings addressed to the Board on agreed-upon procedures performed on the calculation in respect of the adjustments to the exercise prices and the numbers of outstanding Share Options, stating the aforesaid calculation is mathematically accurate and in compliance with Rule 17.03(13) of the Listing Rules and the Supplementary Guidance and in accordance with the Share Option Scheme.
By order of the Board
Chinlink International Holdings Limited
Mr. Li Weibin
Chairman
Hong Kong, 24 March 2021
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Li Weibin, Mr. Siu Wai Yip, and Mr. Lau Chi Kit; and three independent non-executive Directors, namely Dr. Ho Chung Tai, Raymond, Ms. Lai Ka Fung, May and Ms. Chan Sim Ling, Irene
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Chinlink International Holdings Limited published this content on 24 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2021 11:32:07 UTC.
