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ISP Global Limited — Capital/Financing Update 2021
Mar 9, 2021
51468_rns_2021-03-09_93a69d39-841f-485d-8939-16f04a10567a.pdf
Capital/Financing Update
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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.
ISP GLOBAL LIMITED
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 8487)
SUPPLEMENTAL ANNOUNCEMENT ADOPTION OF SHARE AWARD SCHEME
Reference is made to the announcement (the “ Announcement ”) of ISP Global Limited (the “ Company ”) dated 18 February 2021 in relation to the adoption of the Scheme. Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Announcement. The Company would like to provide further information about the Scheme to the Shareholders and potential investors.
Trustee
To the best of the Directors’ knowledge, information and belief and after having made all reasonable enquiries, as at the date of this supplemental announcement, save for the Trustee being appointed as the Trust to hold and manage the Trust Fund and to administer the Scheme according with the terms of the Trust Deed and the Scheme Rules, the Trustee is a third party independent of the Company, its connected persons and their respective associates.
Operation of the Scheme
Issue of shares to the Trustee and/or acquisition of shares by the Trustee
As disclosed in the Announcement, the Board may from time to time cause to be paid certain amount to the Trust by the Company and/or any Subsidiary as directed by the Board, which shall constitute part of the Trust Fund, for the purchase or subscription of Shares.
In determining whether new Shares would be issued as Awarded Shares pursuant to the Scheme under General Mandate or Scheme Mandate, the Board would intend to first make use of the General Mandate available at the time while considering various factors, including but not limited to (i) whether there is sufficient unutilised General Mandate for granting of the Awarded Shares; (ii) whether the Company has any immediate plan to utilise the General Mandate; and (iii) whether the grantee being a Selected Participant is a connected person, in which case, under the Scheme any grant of Awarded Shares should be subject to the approval from independent Shareholders. As disclosed in the Announcement, when allotting and issuing any new Shares under General Mandate or Scheme Mandate (as the case may be), the Company shall comply with the relevant GEM Listing Rules and apply to the Stock Exchange for the granting of the listing of, and permission to deal in, the new Shares to be issued at the time of allotting and issuing the Shares to the Trustee.
In seeking Scheme Mandate from the Shareholders in a general meeting, the proposed terms would be specific in terms of (i) number of shares; (ii) issue price; and (iii) time frame for shareholders’ consideration.
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Further, in determining the extent to which new Shares would be issued as Awarded Shares pursuant to the Scheme under General Mandate or Scheme Mandate, the Board would consider various factors, including but not limited to the potential dilution effect on the Shareholders and the Company’s profitability and the prevailing share award plan and practices of comparable companies listed on the Stock Exchange.
The Company will provide relevant information in its future annual reports for the Shareholders to assess the impact of the Awards granted from time to time.
This supplemental announcement is supplemental to and should be read in conjunction with the Announcement.
By order of the Board ISP Global Limited Mong Kean Yeow Chairman and Executive Director
Hong Kong, 9 March 2021
As at the date of this announcement, the executive Directors are Mr. Mong Kean Yeow, Ms. Choon Shew Lang and Mr. Yuan Jianzhong, the non-executive Director is Mr. Cao Chunmeng and the independent non-executive Directors are Mr. Tang Chi Wai, Dr. Cai Rongxin, Mr. Yan Xiaotian, and Mr. Yuan Shuangshun.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading
This announcement will remain on the “Latest Company Announcements” page of the GEM website (www.hkgem.com) for seven days from the day of its posting. This announcement will also be published on the Company’s website at www.ispg.hk.
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