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Sing Lee Software (Group) Limited — Share Issue/Capital Change 2011
Jan 10, 2011
51256_rns_2011-01-10_b46c50d4-a9a5-4bad-bf84-78d69b8ef69d.pdf
Share Issue/Capital Change
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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.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
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(incorporated in Bermuda with limited liability)
(Stock Code: 8076)
GRANT OF SHARE OPTIONS
GRANT OF SHARE OPTIONS
On 10 January 2011 (after trading hours), the Board (excluding Mr. Hung who has abstained from voting) resolved to grant a total of 65,000,000 Share Options pursuant to the Share Option Scheme to Mr. Hung. Mr. Hung is the Chairman of the Company and an executive Director. As at the date of this announcement, he is deemed interested in 287,855,000 Shares, representing about 35.46% of the entire issued share capital of the Company through Goldcorp which he owns 50% of its shareholding interests.
For illustration purpose only, the grant of 65,000,000 Share Options to Mr. Hung which, if exercised, would represent approximately 8.01% of the issued share capital of the Company as at the date of this announcement and approximately 7.41% of the issued share capital of the Company as enlarged by the exercise of the Share Options.
- For identification purposes only
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IMPLICATION OF THE GEM LISTING RULES
The grant of the Share Options to Mr. Hung is subject to and conditional, amongst others, on the passing of a resolution by the Independent Shareholders at the SGM approving the grant of Share Options and the Specific Mandate with all connected persons of the Company abstaining from voting in favour of such resolution(s). Mr. Hung, Goldcorp and their respective associates shall abstain from voting.
GENERAL
An Independent Board Committee (comprising all the independent non-executive Directors), will be formed to advise the Independent Shareholders and provide them with a recommendation as to voting of the relevant resolution(s) of the grant of Share Options to Mr. Hung. Veda Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in this regard.
A circular containing, among other matters, further information on the grant of Share Options, the Specific Mandate, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser, together with a notice of the SGM, will be despatched to Shareholders in accordance with the GEM Listing Rules on or before 31 January 2011.
This announcement is made pursuant to Rule 23.06A of the GEM Listing Rules.
GRANT OF SHARE OPTIONS
On 10 January 2011 (after trading hours), the Board (excluding Mr. Hung who has abstained from voting) resolved to grant a total of 65,000,000 Share Options pursuant to the Share Option Scheme to Mr. Hung.
Mr. Hung is the Chairman of the Company and an executive Director. As at the date of this announcement, he is deemed interested in 287,855,000 Shares, representing about 35.46% of the entire issued share capital of the Company through Goldcorp which he owns 50% of its shareholding interests.
Details of the grant of Share Options are as follows:
Date of Grant : 10 January 2011
Number of Share Options : 65,000,000 granted
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Exercise Price of the Share : HK$0.730 per Share
Options
The Exercise Price of HK$0.730 represents a price which is the higher of (i) the closing price of the Shares of HK$0.730 as quoted on the Stock Exchange on the Date of Grant; (ii) a price of HK$0.722, being the average closing price of the Shares as quoted on the Stock Exchange for the five trading days immediately preceding the Date of Grant; and (iii) HK$0.01, being the par value of the Shares.
Closing price of the Shares on : HK$0.730 per Share the Date of Grant Validity period of the Share : Valid for 10 years from 10 January 2011 to 9 January 2021 Options Vesting date of the Share : 50% of the Share Options granted may be exercised immediately Options after the Conditions are satisfied; and
The remaining 50% of the Share Options granted may be exercised on or after 9 January 2012
Consideration for the grant of the : HK$1 paid by Mr. Hung upon acceptance of the Share Options Share Options granted Restrictions as to exercise of the : No Share Options may be exercised if as a result of which Mr. Share Options (the “ Special Hung or his parties acting in concert will be obliged to make Restrictions ”) a general offer for all the Shares and other securities of the
No Share Options may be exercised if as a result of which Mr. Hung or his parties acting in concert will be obliged to make a general offer for all the Shares and other securities of the Company not already owned by him or them under Rule 26 of the Takeovers Code provided that the Share Options may be exercised to the extent allowable under the provisions of the Takeovers Code the result of which will not trigger any obligation to make a general offer
Rights attached to the Shares to : be issued upon exercise of the Share Options
The Option Shares to be issued shall rank pari passu with the Shares then existing in all respects, including the entitlement of receiving dividends and other distributions the record date for which is on or after the date of allotment and issue of the Option Shares
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Each Share Option will entitle Mr. Hung to convert into one Option Share
Conditions : The grant of Share Options is conditional and subject to:
-
(i) the Listing Committee of the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Option Shares; and
-
(ii) the passing of resolution(s) by the Independent Shareholders at the SGM approving the grant of Share Options and the Specific Mandate with all connected persons of the Company abstaining from voting in favour of such resolution(s).
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Undertakings by Mr. Hung : Mr. Hung undertakes to the Company that he shall be responsible for obtaining any governmental or other official consent or approval that may be required by any country or jurisdiction in order to permit the exercise of the Share Options and will provide evidence satisfactory to the Company that any such consent or approval has been obtained prior to the exercise of any Share Options
Approximate % to issued share capital of Number of the Company Share Options as at the date of Name of grantee granted this announcement Mr. Hung 65,000,000 8.01
For illustration purpose only, the grant of 65,000,000 Share Options to Mr. Hung which, if exercised, would represent approximately 8.01% of the issued share capital of the Company as at the date of this announcement and approximately 7.41% of the issued share capital of the Company as enlarged by the exercise of the Share Options.
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REASONS FOR THE GRANT OF SHARE OPTIONS
Mr. Hung, an executive Director and Chairman of the Company, is one of the co-founders of the Company and one of the controlling shareholders of the Company since the listing on GEM on 5 September 2001.
The Share Options are proposed to be granted to Mr. Hung in recognition of his commitment, support and contribution to the growth of the Group and as an incentive for his continuing commitment and support to the Group in future.
In addition, the grant of Share Options to Mr. Hung also signifies his confidence in the existing and future development potentials of the Group. With his continuing support and his desire to maintaining his majority shareholding interests in the Company, the Board believes the grant of Share Options to Mr. Hung will help promote the stability and business continuity of the Group which is crucial and beneficial to the further development of the Group.
The Directors (excluding the independent non-executive Directors whose views will be given after taken into account the advice from the Independent Financial Adviser) consider that the grant of Share Options are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.
EFFECT ON THE SHAREHOLDING STRUCTURE
The following table illustrates changes in shareholdings of Mr. Hung in the issued share capital of the Company assuming exercise in full of the Share Options:
| As at the date of | Assuming full exercise | of | |
|---|---|---|---|
| this announcement | the Share Options | ||
| Number of | % | Number of | % |
| Shares | Shares |
Mr. Hung and parties acting in concert with him:
| Goldcorp (Note 1) Mr. Hung Subtotal Public Shareholders Total |
287,855,000 – |
35.46 – |
287,855,000 65,000,000 |
32.83 7.41 |
|
|---|---|---|---|---|---|
| 287,855,000 523,985,000 811,840,000 |
35.46 64.54 100.00 |
352,855,000 523,985,000 876,840,000 |
40.24 59.76 100.00 |
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Notes:
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Goldcorp is a company incorporated in the British Virgin Islands equally owned by Mr. Hung and Great Song which in turn is wholly owned by Ms. Li.
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As at the date of this announcement, save for the unlisted warrants convertible into 143,000,000 Shares upon fully exercise of the subscription right attached thereto and 59,820,000 outstanding share options of the Company, the Company does not have any options, warrants or convertible securities in issue.
IMPLICATION OF THE TAKEOVERS CODE
Mr. Hung and parties acting in concert with him are in aggregate interested in 287,855,000 Shares, representing approximately 35.46% of the entire issued share capital of the Company as at the date of this announcement. For illustration purpose only, upon full exercise of the Share Options and the allotment and issue of the Option Shares, the shareholding of Mr. Hung and parties acting in concert with him will be increased to approximately 40.24%.
Mr. Hung will not make an application to the Executive pursuant to Note 1 on Dispensations from Rule 26 of the Takeovers Code for any Whitewash Waiver. In the circumstances, no Share Options may be exercised by Mr. Hung if as a result of which he or his parties acting in concert will be obliged to make a general offer for all the Shares and other securities of the Company not already owned by him or them under Rule 26 of the Takeovers Code provided that the Share Options may be exercised to the extent allowable under the provisions of the Takeovers Code the result of which will not trigger any obligation to make a general offer.
IMPLICATION OF THE GEM LISTING RULES
The total number of Option Shares to be issued under the Share Options to be granted to Mr. Hung in aggregate with the total number of Shares issued and to be issued upon exercise of all options previously granted exceeds the Scheme Mandate Limit. Pursuant to Note 1 to Rule 23.03(3) of the GEM Listing Rules, the Company would have to seek separate approval by the Shareholders in general meeting for the Specific Mandate authorizing the grant of Share Options beyond the existing Scheme Mandate Limit provided the Share Options in excess of the Scheme Mandate Limit are granted only to grantees specifically identified by the Company before such approval is sought, which in this case is Mr. Hung.
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Pursuant to the Note to Rule 23.03(4) of the GEM Listing Rules, as the total number of Shares issued and to be issued upon exercise of the Share Options to be granted to Mr. Hung in 12-month period exceed 1% of the Shares in issue, the grant of Share Options to Mr. Hung must be separately approved by Shareholders in the SGM with Mr. Hung and his associates abstaining from voting. As at the date of this announcement, Mr. Hung is interested in 50% of the shareholding interests in Goldcorp and therefore Goldcorp is an associate of Mr. Hung. Goldcorp is interested in approximately 35.46% of the issued share capital of the Company. Accordingly, Mr. Hung, Goldcorp and their respective associates shall abstain from voting at the SGM.
Pursuant to Rule 23.04(1) of the GEM Listing Rules, where any grant of options to a substantial shareholder or a director of the listed issuer, or any of their respective associates, would result in the securities issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant: (a) representing in aggregate over 0.1% of the relevant class of securities in issue; and (b) (where the securities are listed on the Exchange), having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million, such further grant of options must be approved by shareholders of the listed issuer.
As such, the grant of Share Options to Mr. Hung must be approved by Shareholders in the SGM with all connected persons of the Company abstaining from voting in favour of the relevant resolution(s).
The grant of the Share Options to Mr. Hung and all outstanding options granted by the Company to other option holders and yet to be exercised will not exceed 30% of the Shares in issue as at the date of this announcement.
GENERAL
The Group is principally engaged in the development and sales of information and network technologies and services to the financial industry in the People’s Republic of China.
Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Option Shares, which may be issued upon the exercise of the Share Options to be granted under the Specific Mandate.
An Independent Board Committee (comprising all the independent non-executive Directors), will be formed to advise the Independent Shareholders and provide them with a recommendation as to voting of the relevant resolution(s) of the grant of Share Options to Mr. Hung. Veda Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in this regard.
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A circular containing, among other matters, further information on the grant of Share Options, the Specific Mandate, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser, together with a notice of the SGM, will be despatched to the Shareholders in accordance with the GEM Listing Rules on or before 31 January 2011.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:
| “associates” | has the meaning ascribed thereto under the GEM Listing Rules |
|---|---|
| “Board” | the board of Directors |
| “Company” | Sing Lee Software (Group) Limited, a company incorporated in Bermuda |
| with limited liability and the issued shares of which are listed on GEM | |
| “connected person” | has the meaning ascribed thereto under the GEM Listing Rules |
| “Date of Grant” | 10 January 2011 |
| “Director(s)” | director(s) of the Company |
| “Exercise Price” | the exercise price of the Share Options, being HK$0.730 per Share |
| “GEM” | the Growth Enterprise Market of the Stock Exchange |
| “GEM Listing Rules” | the Rules Governing the Listing of Securities on GEM |
| “Goldcorp” | Goldcorp Industrial Limited, a company incorporated in the British Virgin |
| Islands equally owned by Mr. Hung and Great Song | |
| “Great Song” | Great Song Enterprises Limited, a company incorporated in British Virgin |
| Islands and wholly owned by Ms. Li | |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | The Hong Kong Special Administrative Region of the People’s Republic of |
| China |
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| “Independent Board | a board comprising all the independent non-executive Directors to advise |
|---|---|
| Committee” | the Independent Shareholders and provide them with a recommendation as |
| to voting of the relevant resolution(s) of the grant of Share Options to Mr. | |
| Hung | |
| “Independent Financial | Veda Capital Limited, the independent financial adviser to the Independent |
| Adviser” | Board Committee with regard to the grant of Share Options to Mr. Hung |
| “Independent | Shareholders, other than Mr. Hung, Goldcorp and their respective |
| Shareholders” | associates |
| “Mr. Hung” | Mr. Hung Yung Lai, the chairman of the Company and an executive |
| Director | |
| “Ms. Li” | Ms. Li Kei Ling |
| “Option Shares” | Shares to be allotted and issued upon exercise of the Share Options under |
| the Specific Mandate | |
| “Scheme Mandate | the existing scheme mandate limit, which represents 10 per cent. of the |
| Limit” | Shares in issue as at the date of the approval of the last refreshment of the |
| limit for grant of Share Options under the Share Option Scheme | |
| “SGM” | A special general meeting of the Company to be convened and held to |
| consider and, if thought fit, approve (among other matters) the grant of | |
| Share Options and the Specific Mandate | |
| “Share(s)” | ordinary issued share(s) of HK$0.01 each in the share capital of the |
| Company | |
| “Shareholder(s)” | holder(s) of the Shares |
| “Share Options” | a total of 65,000,000 share options granted to Mr. Hung to subscribe for |
| a total of 65,000,000 Option Shares at the Exercise Price pursuant to the | |
| Share Option Scheme | |
| “Share Option Scheme” | the share option scheme adopted by the Company on 27 August 2001 |
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“Specific Mandate” a specific mandate to be sought from the Independent Shareholders to allot, issue or otherwise deal in the Option Shares upon exercise of the conversion rights under the Share Options
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Takeovers Code”
The Hong Kong Code on Takeovers and Mergers
“Whitewash Waiver”
a waiver from the Executive pursuant to Note 1 on the Dispensations from Rule 26 of the Takeovers Code in respect of the obligations of Mr. Hung and his parties acting in concert to make a mandatory general offer for all the Shares and other securities of the Company not already owned by him or them which would otherwise arise as a result of the issue of the Option Shares upon conversion of the Share Options
“HK$ and cents”
Hong Kong dollars and cents, the lawful currency of Hong Kong
“%”
per cent.
By Order of the Board
Sing Lee Software (Group) Limited Hung Yung Lai Chairman
Hong Kong, 10 January 2011
As at the date of this announcement, the Board comprises Hung Yung Lai (executive Director), Cui Jian (executive Director), Xu Shu Yi (executive Director), Pao Ping Wing (independent non-executive Director), Tam Kwok Hing (independent non-executive Director) and Lo King Man (independent nonexecutive Director).
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 this announcement or this document misleading.
This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the day of its posting and on the Company’s website at http://www.singlee.com.cn.
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