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Synagistics Limited — Major Shareholding Notification 2007
Oct 8, 2007
50674_rns_2007-10-08_cba96e36-f865-437a-bcf1-f1a6085726f2.pdf
Major Shareholding Notification
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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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CONCEPTA INVESTMENTS LIMITED 正奇投資有限公司[*]
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1140)
ANNOUNCEMENT HIGH CONCENTRATION OF SHAREHOLDING
This announcement is made at the request of the Stock Exchange in respect of the concentration of shareholding of the Company in the hands of a limited numbers of investors as at 17 September 2007.
The Company has been informed by the Stock Exchange on 4 October 2007 that based on the information provided by the SFC, as at 17 September 2007, the aggregate shareholding in the Company held by 13 entities (including 5 substantial shareholders) amounted to 92,176,000 Shares, representing 92.18% of the Company’s issued share capital, leaving only 7.82% (or 7,824,000 Shares) in the hands of other investors. The 5 substantial shareholders, namely OPFSGL, Xiao Wei, Wang Wencang, Li Luo Dan and Poon Tak Chun, Paul, aggregately held 78.69% (or 78,692,000 Shares) while the remaining 8 entities altogether held 13.48% (or 13,484,000 Shares).
In view of the concentration of shareholding in a limited number of investors, holders of securities of the Company and potential investors should be aware that the price of the Shares could fluctuate substantially even with a small number of the Shares being traded. Holders of the securities of the Company and potential investors are advised to exercise caution when dealing in Shares.
- For identification purposes only
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This announcement is made at the request of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) to provide information to the public in respect of concentration of the shareholding of Concepta Investments Limited (the “ Company ”) in the hands of a limited number of investors as at 17 September 2007.
The Company has been informed by the Stock Exchange on 4 October 2007 that based on the information provided by the Securities and Futures Commission (the “ SFC ”), as at 17 September 2007, the aggregate shareholding in the Company held by 13 entities (including 5 substantial shareholders) amounted to 92,176,000 shares (the “ Shares ”), representing 92.18% of the Company’s issued share capital, leaving only 7.82% (or 7,824,000 Shares) in the hands of other investors. The 5 substantial shareholders, namely Oriental Patron Financial Services Group Limited (“ OPFSGL ”), Xiao Wei, Wang Wencang, Li Luo Dan and Poon Tak Chun, Paul, aggregately held 78.69% (or 78,692,000 Shares) while the remaining 8 entities altogether held 13.48% (or 13,484,000 Shares).
The SFC also noted that during the period from 1 August 2007 to 4 September 2007, the average daily turnover was 188,560 Shares with share price trading within the range between HK$0.8 and HK$1.34. On 5 September 2007, one day prior to trading suspension, share price surged by 26.13% from HK$1.11 to HK$1.4 on increased turnover of 1,250,000 Shares. Trading in the Shares was suspended between 6 September 2007 and 14 September 2007. On 17 September 2007, share trading of the Company was resumed after announcing a proposed share placement (the “ Placing ”) of 600 million new Shares at HK$1.2 (the “ Placing Shares ”), which represented a discount of 14.29% to the pre-suspension closing price. A portion of the Placing Shares involving 330 million Shares (55% of the total Placing Shares) would be placed to a connected party, Ottness Investments Limited (jointly owned by Mr. Zhang Zhi Ping and Zhang Gaobo who are directors of the Company) while the remaining 270 million Shares would be placed to independent placees. The Placing is subject to shareholders’ approval at the extraordinary general meeting of the Company to be held before 30 November 2007. By day close of 17 September 2007, share price of the Company soared by 57.14% to close at HK$2.2 with heavy turnover of 4,218,000 Shares.
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The board of directors (the “ Directors ”) wishes to clarify that as the above information is provided by the SFC, the Company is not in a position to verify or comment on the accuracy of such information except relating to the shareholding of OPFSGL in the Company. As at the date of this announcement, OPFSGL’s shareholding in the Company is approximately 29.80%. In addition, the Company also noted that from the latest disclosure of interest filings made by each of Xiao Wei, Wang Wencang, Li Luo Dan and Poon Tak Chun, Paul their interests in the Shares are 16.80%, 14.10%, 9.00%, 9.00% respectively.
So far as the Directors are aware and after making all reasonable enquiries and based on the existing information available to the Directors, the Directors confirm that the Company has no knowledge of the identities of the remaining 8 investors and their respective shareholdings in the Company. The Company has no knowledge whether the remaining 8 investors were as at 17 September 2007 or as at the date of this announcement (a) connected persons of the Company or (b) related to/connected with each other and/or any of the connected persons of the Company.
So far as the Directors are aware and after making all reasonable enquiries, the Directors confirm that Mr. Zhang Zhi Ping and Mr. Zhang Gaobo, the directors and the substantial shareholders of OPFSGL, have no knowledge of the identities of the remaining 8 investors and whether or not the remaining 8 investors are related to/connected with any of the connected persons of the Company.
To the best knowledge of the Directors and after making all reasonable enquires and based on the existing information available to the Directors, the shareholding in the public hands represents approximately 39.30% as at 17 September 2007 and as at the date of this announcement.
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So far as the Directors are aware and after making all reasonable enquiries, below is the shareholding structure of the Company as at the date of this announcement:
| Name of Shareholders OPFSGL_(Note 1) Xiao Wei(Note 2) Wang Wencang(Note 3) Sub-total of non-public Shareholders Public Shareholders Li Luo Dan Poon Tak Chun, Paul Other public Shareholders Sub-total of public Shareholders Total: _Notes: |
Existing shareholding as at the date of this announcement Shares % 29,800,000 29.80 (Note 1) 16,796,000 16.80 14,096,000 14.10 60,692,000 60.70 9,000,000 9.00 9,000,000 9.00 21,308,000 21.30 39,308,000 39.30 100,000,000 100% |
Existing shareholding as at the date of this announcement Shares % 29,800,000 29.80 (Note 1) 16,796,000 16.80 14,096,000 14.10 60,692,000 60.70 9,000,000 9.00 9,000,000 9.00 21,308,000 21.30 39,308,000 39.30 100,000,000 100% |
|---|---|---|
| 60.70 | ||
| 9.00 9.00 21.30 |
||
| 39.30 | ||
| 100% | ||
- (1) These Shares are held by OPFSGL, the entire issued share capital of which is beneficially owned as to 95% by Oriental Patron Holdings Limited and 5% by Eldridge International Limited. The entire issued share capital of Oriental Patron Holdings Limited is beneficially owned by Million West Limited and Best Future International Limited in equal share. The entire issued share capital of Million West Limited is beneficially owned as to 90% by Mr Zhang Gaobo (a Director) and 10% by Mr Zhang Zhi Ping (a Director). The entire issued share capital of Best Future International Limited is beneficially owned as to 89% by Mr Zhang Zhi Ping (a Director) and 11% by an independent party.
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(2) Mr Xiao Wei is an independent third party and does not hold any position with or play any role in the Company. As at the date of this announcement, Mr Xiao Wen is a substantial Shareholder and will not be considered as public Shareholder. Nevertheless, assuming completion of the Placing, the shareholding of Mr Xiao in the Company will be diluted to less than 10% and he will cease to be a substantial Shareholder.
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(3) Mr Wang Wencang is an independent third party and does not hold any position with or play any role in the Company. As at the date of this announcement, Mr Wang is a substantial Shareholder and will not be considered a public Shareholder. Nevertheless, assuming completion of the Placing, the shareholding of Mr Wang in the Company will be diluted to less than 10% and he will cease to be a substantial Shareholder.
In view of the concentration of shareholding in a limited number of investors, holders of securities of the Company and potential investors should be aware that the price of the Shares could fluctuate substantially even with a small number of the Shares being traded. Holders of the securities of the Company and potential investors are advised to exercise caution when dealing in Shares.
By order of the Board Concepta Investments Limited Zhang Gaobo Executive Director
Hong Kong, 8 October 2007
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
As at the date of this announcement, the Board comprises two executive Directors, namely, Mr Zhang Zhi Ping and Mr Zhang Gaobo; a non-executive Director, namely Mr Liu Hongru; and three independent non-executive Directors, namely, Mr Kwong Che Keung, Gordon, Professor He Jia and Mr Wang Xiaojun.
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