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SuperRobotics Limited — Capital/Financing Update 2015
Aug 28, 2015
51311_rns_2015-08-28_0540dd17-788d-43ea-88d3-4d95e86f8eed.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 joint 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 joint announcement.
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----- Start of picture text ----- EDS Wellness Holdings Limited----- End of picture text -----
Xing Hang Limited 興航有限公司
(Incorporated in the British Virgin Islands with limited liability)
EDS Wellness Holdings Limited
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8176)
JOINT ANNOUNCEMENT
SUbSCrIpTION Of NEW OrDINAry EDS SHArES AND NEW prEfErrED SHArES — fUrTHEr EXTENSION Of LONg STOp DATE
References are made to the joint announcement of EDS Wellness Holdings Limited (“ EDS ”), Xing Hang Limited and Eternity Investment Limited dated 15 April 2015 (the “ Joint Announcement ”) in respect of, among other things, the Subscription, the Master Supply Agreement, the Offer, the Redesignation Resolution and the proposed amendments to the Bye-laws, the joint announcements of EDS and Xing Hang Limited dated 6 May 2015, 19 June 2015 and 3 July 2015 and the announcements of EDS dated 7 May 2015, 28 May 2015, 19 June 2015, 10 July 2015, 31 July 2015 and 21 August 2015. Capitalised terms used herein shall have the same meaning as those defined in the Joint Announcement unless stated otherwise.
Pursuant to the Subscription Agreement, the Subscription is conditional upon satisfaction (or waiver, as applicable) of the conditions precedent as set out in the section headed “Conditions of the Subscription” in the Joint Announcement prior to the Long Stop Date, which was 31 August 2015 as extended by the supplemental agreement entered into on 19 June 2015 by the parties to the Subscription Agreement, or such other date as may be agreed by the parties to the Subscription Agreement in writing. As at the date of this joint announcement, none of the conditions precedent have been fulfilled or waived.
Given that more time is required for the fulfillment of the conditions precedent, in particular condition (2) in relation to the passing of a resolution by the Independent EDS Shareholders regarding the Subscription, the Redesignation Resolution, the Specific Mandate, the Master Supply Agreement and the amendments to the Bye-laws, in respect of which EDS is in the process of preparing the relevant circular, and condition (3) in relation to the passing of a resolution by the Eternity Shareholders (or independent Eternity Shareholders, where applicable) in Eternity SGM approving, among others, the Subscription, in respect of which Eternity is in the process of preparing the relevant circular, on 28 August 2015, a second supplemental agreement was entered into by the
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parties to the Subscription Agreement to further extend the Long Stop Date from 31 August 2015 to 31 October 2015 or such other date as may be agreed by the parties to the Subscription Agreement in writing. Save for the aforesaid, no other amendments were made to the Subscription Agreement.
Further announcement(s) will be made by EDS and Xing Hang as and when appropriate in compliance with the GEM Listing Rules and/or the Takeovers Code.
EDS Shareholders and potential investors of EDS should note that completion of the Subscription Agreement is subject to the satisfaction and/or waiver of the conditions (as the case may be) contained in the Subscription Agreement. Accordingly, the Offer may or may not be made. The issue of this joint announcement does not in any way imply that the Offer will be made. EDS Shareholders and potential investors of EDS should exercise caution when dealing in the relevant securities of EDS. persons who are in doubt as to the action they should take should consult their stockbroker, licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.
By Order of the Board By Order of the Board Xing Hang Limited EDS Wellness Holdings Limited Cai Zhaoyang Chan Kin Wah, billy Director Chairman
Hong Kong, 28 August 2015
As at the date of this joint announcement, the sole director of Xing Hang is Mr Cai Zhaoyang.
The sole director of Xing Hang accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to EDS and the parties acting in concert with it) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by EDS and the parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, the EDS Board comprises two executive EDS Directors, namely Mr Chan Kin Wah, Billy and Mr Lee Chan Wah; and three independent non-executive EDS Directors, namely Mr Tam B Ray, Billy, Mr Chu Kin Wang, Peleus and Mr Tse Joseph.
The EDS Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to Xing Hang and the parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Xing Hang and the parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
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This joint announcement, for which the EDS 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 EDS. The EDS Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this joint announcement (other than those relating to Xing Hang and the parties acting in concert with it) 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 joint announcement misleading.
This joint announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on EDS’s website at www.eds-wellness.com.
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