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SuperRobotics Limited — Capital/Financing Update 2015
Jan 21, 2015
51311_rns_2015-01-21_7a0dbfd9-5caf-4912-8649-676ddda2eabe.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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----- Start of picture text ----- EDS Wellness Holdings Limited----- End of picture text -----
EDS Wellness Holdings Limited
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(stock code: 8176)
INSIDE INFORMATION
POSSIBLE FUND RAISING AND NEW BUSINESS DEVELOPMENT AND
RESUMPTION OF TRADING
This announcement is made by EDS Wellness Holdings Limited (the ‘‘Company’’, and together with its subsidiaries, collectively the ‘‘Group’’) pursuant to Rule 17.10(2)(a) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’) and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) (the ‘‘SFO’’).
The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of the Company notes the recent unusual movements in the Company’s share price and volume of share turnover and wishes to notify shareholders and potential investors of the Company that the Group is in discussions with certain independent third parties about (i) a possible fund raising (the ‘‘Possible Issue’’) by way of issuing convertible notes or other instruments (the ‘‘Convertible Instrument(s)’’) which may carry rights to convert into the Company’s new ordinary shares (the ‘‘Shares’’) and (ii) certain new business developments (the ‘‘New Business’’) in a segment different from the existing business of the Group. Depending on the size of the Possible Issue and the related terms, the conversion of the Convertible Instrument may lead to a change in control of the Company.
The above discussion is currently at an early stage and the related potential transactions and business development may or may not proceed. As at the date of this announcement, no formal or binding agreements have been entered into by the Company in relation to the Possible Issue and/or the New Business. The Company will make further announcement(s) should there be any development or entering into of any agreement in accordance with the requirements of the GEM Listing Rules as and when appropriate.
The current discussion between the Company and the independent third parties involves the issue of Convertible Instruments instead of Shares. Accordingly, it is not expected that there will be an immediately change in control of the Company upon issue of the Convertible Instruments prior to their conversion.
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There is no assurance that the Possible Issue, the New Business or any transaction mentioned in this announcement will materialize or eventually be consummated. Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in the Shares and/ or other securities of the Company.
Having made all such enquiries with respect to the Company as is reasonable in the circumstances, the Board confirms that save as disclosed in the above, it is not aware of any reasons for those price or trading volume movements or of any information which must be announced to avoid a false market in the Company’s securities or of any inside information that needs to be disclosed under Part XIVA of the SFO.
At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 1: 00 p.m. on 19 January 2015 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9: 00 a.m. on 22 January 2015.
By Order of the Board EDS Wellness Holdings Limited Chan Kin Wah Billy Chairman
Hong Kong, 21 January 2015
As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Chan Kin Wah Billy and Mr. Lee Chan Wah; and three independent non-executive Directors, namely Mr. Tam B Ray Billy, Mr. Chu Kin Wang Peleus and Mr. Tse Joseph.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (‘‘GEM’’) of The Stock Exchange of Hong Kong Limited 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 GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www.eds-wellness.com.
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