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

Jun 11, 2015

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.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8267)

CONNECTED TRANSACTION APPOINTMENT OF FINANCIAL CONSULTANT

APPOINTMENT OF FINANCIAL CONSULTANT

The Board announces that on June 11, 2015, the Company entered into the Consultancy Agreement with Mr. Mao, our former executive Director and chief financial officer of the Company, pursuant to which the Company appointed Mr. Mao as its financial consultant from June 11, 2015 to July 11, 2015 to assist the newly-appointed chief financial officer to ensure smooth transition of the financial management of the Group. Such appointment would, in effect, entitle Mr. Mao to receive an aggregate of 235,230 RSUs that have originally been granted to him under the RSU Scheme which are to be vested on July 1, 2015 and July 10, 2015. Mr. Mao will receive nil consultancy fees under the Consultancy Agreement.

Based on the closing price of the Shares traded on the Stock Exchange at the date of this announcement, the market value of the Subject RSUs is HK$3,575,496.

GEM LISTING RULES IMPLICATIONS

Mr. Mao is a former executive Director and his resignation takes effect from the date of this announcement. Mr. Mao remains as a connected person of the Company under the GEM Listing Rules within 12 months after his resignation as an executive Director. As such, the Consultancy Agreement and the transactions contemplated thereunder constitute connected transaction under Chapter 20 of the GEM Listing Rules.

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As the applicable ratios in respect of the market value of the RSUs as at the date of the Consultancy Agreement are more than 0.1% but less than 5%, the Consultancy Agreement, together with the vesting of the Subject RSUs, are subject to the reporting and announcement requirements but exempted from the circular and independent shareholders’ requirements under Chapter 20 of the GEM Listing Rules.

APPOINTMENT OF FINANCIAL CONSULTANT

The Board announces that on June 11, 2015, the Company entered into the Consultancy Agreement with Mr. Mao, our former executive Director and chief financial officer of the Company, pursuant to which the Company appointed Mr. Mao as its financial consultant from June 11, 2015 to July 11, 2015 to assist the newly-appointed chief financial officer to ensure smooth transition of the financial management of the Group. Mr. Mao will receive nil consultancy fees under the Consultancy Agreement.

Being a financial consultant of the Group, Mr. Mao continues to be an eligible participant under the RSU Scheme. Such appointment would, in effect, entitle Mr. Mao to receive an aggregate of 235,230 RSUs that have originally been granted to him under the RSU Scheme to be vested on July 1, 2015 and July 10, 2015.

Based on the closing price of the Shares traded on the Stock Exchange at the date of this announcement, the market value of the Subject RSUs is HK$3,575,496.

REASONS FOR ENTERING INTO THE CONSULTANCY AGREEMENT

The Company is principally engaged in online game and mobile game developing and publishing.

Mr. Mao is a former executive Director and chief financial officer of the Company, and his resignation takes effect from June 11, 2015. No Director has a material interest in the Consultancy Agreement and the transactions contemplated thereunder as Mr. Mao’s resignation as an executive Director takes effect as of the date of this announcement.

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. The Company is of the view that in order to ensure the smooth transition of the financial management of the Group to the newly-appointed chief financial officer, the engagement of Mr. Mao as the financial consultant is beneficial to the Group.

The Directors (including the independent non-executive Directors) consider that the terms of the Consultancy Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the shareholders of the Company as a whole.

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GEM LISTING RULES IMPLICATIONS

Mr. Mao is a former executive Director and his resignation takes effect from the date of this announcement. Mr. Mao remains as a connected person of the Company under the GEM Listing Rules within 12 months after his resignation as an executive Director. As such, the Consultancy Agreement and the transactions contemplated thereunder constitute connected transaction under Chapter 20 of the GEM Listing Rules.

As the applicable ratios in respect of the market value of the RSUs as at the date of the Consultancy Agreement are more than 0.1% but less than 5%, the Consultancy Agreement, together with the vesting of the Subject RSUs, are subject to the reporting and announcement requirements but exempted from the circular and independent shareholders’ requirements under Chapter 20 of the GEM Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the following meanings:

“Board”	the board of Directors
“Company”	Linekong Interactive Co., Ltd. (藍港互動有限公司),
	a company incorporated in the Cayman Islands with
	limited liability, the shares of which are listed on the
	GEM
“Consultancy Agreement”	the consultancy agreement dated June 11, 2015 entered
	into between the Company and Mr. Mao in respect of
	the appointment of Mr. Mao as the Company’s financial
	consultant
“Director(s)”	the directors of the Company
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on the
	Growth Enterprise Market of The Stock Exchange of
	Hong Kong Limited
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Mr. Mao”	Mr. Mao Zhihai, the former executive Director and chief
	financial officer of the Company

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“RSU Scheme”

restricted share unit scheme of the Company adopted on March 21, 2014 and as amended on August 22, 2014

“RSU(s)”

restricted share unit award granted to a participant under the RSU Scheme

“Share(s)” share(s) of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Subject RSUs”

235,230 RSUs, being part of the RSUs that have been granted to Mr. Mao on March 21, 2014 and January 21, 2015 which are to be vested on July 1, 2015 and July 10, 2015

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

Beijing, PRC, June 11, 2015

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.

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