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Linekong Interactive Group Co., Ltd. — Capital/Financing Update 2015
Jun 8, 2015
51356_rns_2015-06-08_3f4577ea-5d2f-42ad-98fa-dfe4358d91d9.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.
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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)
VOLUNTARY ANNOUNCEMENT
CANCELLATION OF CONVERTIBLE PROMISSORY NOTES AND PURCHASE OF SERIES A PREFERRED SHARES
This is a voluntary announcement made by Linekong Interactive Co., Ltd. (the “ Company ”) in relation to the cancellation of convertible promissory notes (the “ Convertible Promissory Notes ”) and the purchase of series A preferred shares (the “ Series A Preferred Shares ”) from Fuze Entertainment Co., Ltd. (the “ Target Company ”).
Reference is made to the announcement of the Company dated March 10, 2015. The Company has entered into a secured convertible note purchase agreement on March 6, 2015, with among others, the Target Company to purchase the Convertible Promissory Notes in the principal sum of US$5,000,000 (approximately HK$39,000,000) with interest accrued on the outstanding principal amount at the rate of 6% per annum, and a maturity period of 1 year ending on March 6, 2016.
To make further investment in the Target Company, the Company entered into a series A preferred share purchase agreement (the “ Series A Preferred Shares Agreement ”) on June 8, 2015 with, among others, the Target Company, pursuant to which the Company conditionally agreed to cancel the Convertible Promissory Notes and purchase 61,818,182 Series A Preferred Shares in the Target Company for the aggregate consideration of US$17,000,000 (being approximately US$0.275 per each Series A Preferred Share, and in aggregate, equivalent to approximately HK$132,600,000), which is payable by (i) approximately US$5,078,333 (equivalent to approximately HK$39,610,997) resulting from the cancellation of indebtedness owed by the Target Company to the Company under the Convertible Promissory Notes and
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(ii) the cash payment of approximately US$11,921,667 (equivalent to approximately HK$92,989,000). Immediately after the purchase of the Series A Preferred Shares, the Target Company will be owned by the Company as to approximately 37.78%, taking into account all the ordinary shares and Series A Preferred Shares of the Target Company issued.
To the best knowledge, information and belief of the directors of the Company (the “ Directors ”) having made all reasonable enquiries, each of the Target Company, the parties to the Series A Preferred Shares Agreement and their respective ultimate beneficial owner(s) is a third party independent of the Company and its connected persons (as defined under the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”)).
As at the date of this announcement, the cancellation of the Convertible Promissory Notes and the purchase of Series A Preferred Shares under the Series A Preferred Shares Agreement have been completed.
The Target Company is a private company incorporated in the Cayman Islands on January 30, 2015. The Target Company, together with its intermediate holding company and subsidiary in the People’s Republic of China, are a gaming hardware developer. The Directors believe that the investment will further diversify the Company’s game distribution channels by providing a new platform for the Company’s gaming products. This is to enhance the Company’s awareness in the gaming industry, which is in line with the Company’s business development strategy. The Company has not and will not use any of the proceeds raised from its listing to finance the purchase of the Series A Preferred Shares.
In light of the aforesaid, the board of Directors considers that the terms of the Series A Preferred Shares Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and its shareholders as a whole.
By order of the Board Linekong Interactive Co., Ltd. WANG Feng Chairman
Beijing, PRC, June 8, 2015
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As at the date of this announcement, the executive Directors are Mr. WANG Feng, Ms. LIAO Mingxiang and Mr. MAO Zhihai; the non-executive Director is Mr. QIAN Zhonghua; and the independent non-executive Directors are Mr. MA Ji, Mr. CHEN Tong and Mr. ZHANG Xiangdong.
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 Stock Exchange’s website at www.hkgem.com for at least 7 days from the date of its posting and be posted on the website of the Company at www.linekong.com.
For the purposes of illustration only, any amount denominated in US$ in this announcement and translated into HK$ was translated at the rate of US$1=HK$7.8. Such translations should not be construed as a representation that the amounts in question have been, could have been or could be, converted at any particular rate at all.
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