Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Linekong Interactive Group Co., Ltd. Board/Management Information 2015

Jun 17, 2015

51356_rns_2015-06-17_5643db81-1451-4d20-b232-7b09ef6bcfdf.pdf

Board/Management Information

Open in viewer

Opens in your device viewer

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.

==> picture [150 x 55] intentionally omitted <==

Linekong Interactive Co., Ltd. 藍港互動有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8267)

FURTHER ANNOUNCEMENT ON APPOINTMENT OF FINANCIAL CONSULTANT

Reference is made to the announcement of Linekong Interactive Co., Ltd. (the “ Company ”) dated June 11, 2015 in relation to the connected transaction on appointment of financial consultant (the “ Announcement ”). Capitalised terms shall have the same meanings as defined in the Announcement unless otherwise stated.

The Board would like to further supplement the background of such appointment. Mr. Mao joined the Group as the chief financial officer on January 10, 2014 and had been assisting the Company in the entire listing process. It was mutually agreed between the Company and Mr. Mao that Mr. Mao would step down from the role of chief financial officer of the Group with effect from June 11, 2015. As such, the Company has appointed a new chief financial officer on June 11, 2015. To ensure smooth transition of the financial management of the Group, Mr. Mao agreed to offer assistance to the Group and the Company agreed to appoint Mr. Mao as its financial consultant for a period of one month with nil consultancy fee. As a sincere gratitude to Mr. Mao’s offer to assist the Group in such transition period without receiving consultancy fees and his past contribution to the Group, the Company decided to enter into the Consultancy Agreement to allow Mr. Mao to continue to be an eligible participant of the RSU Scheme and receive the RSUs which were previously granted to him, details of which are set out in below and the prospectus of the Company dated December 9, 2014 (the “ Prospectus ”). The Company considers such arrangement is in the interest of the Group.

– 1 –

The 235,230 RSUs comprises (i) 234,230 RSUs (as part of 2,810,769 RSUs) granted to Mr. Mao before listing on March 21, 2014, which are to be vested on July 10, 2015; and (ii) 1,000 RSUs granted to Mr. Mao after listing on January 21, 2015, which are to be vested on July 1, 2015. In essence, the Subject RSUs serve as a reward to Mr. Mao’s past contribution to the Group and as an incentive for Mr. Mao to continue to serve the Group. They were granted before the entering into of the Consultancy Agreement subject to various vesting periods and arguably did not form part of the consideration to the Consultancy Agreement.

According to p. IV-21 of the Prospectus, the persons eligible to receive RSUs under the RSU Scheme includes “any person who provides or has provided consultancy or other advisory services to our Group” and that the Board is entitled to select the RSU eligible person to receive RSUs under the RSU Scheme at its discretion. It is also stated in p. IV-24 of the Prospectus that any unvested RSUs shall automatically lapse where such RSU participant’s employment or service terminates subject to certain exception. However, it appears that there is no indication in the Prospectus that if the RSU participant ceases to be in any position (given that he/she is still an eligible participant), his/her unvested RSUs shall lapse.

The Company has also consulted the RSU trustee before entering into of the Consultancy Agreement. The Company was given to understand from the RSU trustee that, as long as Mr. Mao continues to be an eligible participant under the RSU Scheme, the Subject RSUs can be vested upon the relevant vesting dates.

In light of the aforesaid, the Company considers that Mr. Mao, as the Company’s financial consultant, is an eligible participant under the RSU Scheme and this arrangement is in line with the disclosure of the Prospectus.

Taking into account Mr. Mao’s continual service of the Group as a financial consultant and his past contribution to the Group, the Company considers that it is justifiable for Mr. Mao to receive 235,230 RSUs upon the relevant vesting dates, and the terms of the Consultancy Agreement are fair and reasonable.

By order of the Board Linekong Interactive Co., Ltd. WANG Feng Chairman

Beijing, PRC, June 17, 2015

– 2 –

As at the date of this announcement, the executive Directors are Mr. WANG Feng, Ms. LIAO Mingxiang, Mr. MEI Song and Mr. ZHAO Jun; the non-executive Director is Mr. QIAN Zhonghua; and the independent non-executive Directors are Mr. MA Ji, Mr. ZHANG Xiangdong, Mr. WANG Xiaodong and Ms. ZHAO Yifang.

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 GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting. This announcement will also be published and remains on the Company’s website at www.linekong.com.

– 3 –