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Tradelink Electronic Commerce Limited — Major Shareholding Notification 2014
Apr 23, 2014
49280_rns_2014-04-23_ce1596e7-4387-4089-9699-f8225b28dfaf.pdf
Major Shareholding Notification
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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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KWOON CHUNG BUS HOLDINGS LIMITED 冠忠巴士集團有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 306)
ANNOUNCEMENT PURSUANT TO RULE 3.8 OF OF THE CODE ON TAKEOVERS AND MERGERS IN RELATION TO MANDATORY UNCONDITIONAL CASH OFFERS BY BNP PARIBAS SECURITIES (ASIA) LIMITED ON BEHALF OF BASIC FAITH COMPANY LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF AND OPTIONS IN KWOON CHUNG BUS HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY BASIC FAITH COMPANY LIMITED AND THE EXCLUDED CONCERT PARTIES)
UPDATE OF NUMBER OF RELEVANT SECURITIES
This announcement is made pursuant to Rule 3.8 of the Takeovers Code.
Reference is made to the joint announcement (the “ Joint Announcement ”) of Kwoon Chung Bus Holdings Limited (the “ Company ”) and Basic Faith Company Limited (the “ Offeror ”) dated 7 April 2014 in relation to, among others, the Offers and the acquisition of Shares by the Offeror pursuant to the Wong Family Share Purchase Agreement and the First Action Share Purchase Agreement.
Capitalised terms used herein have the same meanings as those defined in the Joint Announcement unless the context requires otherwise.
The Board announces that on 23 April 2014, the Company issued a total of 14,751,000 Shares to certain Optionholders pursuant to the exercise of (i) share options granted to them on 5 October 2004 with an exercise price of HK$1.126 per Share; (ii) share options granted to them on 1 April 2011 with an exercise price of HK$1.950 per Share; and (iii) share options granted to them on 30 November 2011 with an exercise price of HK$1.522 per Share.
As a result of the issue of new Shares as described above, as at the date of this announcement, the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company comprises
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(i) 439,317,000 Shares in issue; and (ii) outstanding options granted under the Share Option Schemes entitling holders to, when fully vested, subscribe for an aggregate of 33,689,000 Shares.
In accordance with Rule 3.8 of the Takeovers Code, the associates of the Company are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.
In accordance with Rule 3.8 of the Takeovers Code, the text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:
“Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.
This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”
By order of the board of directors of Kwoon Chung Bus Holdings Limited Chan Kwok Kee, Andy Company Secretary
Hong Kong, 23 April 2014
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Wong Chung Pak, Thomas, Mr. Wong Leung Pak, Matthew, Mr. Wong Wing Pak, Mr. Cheng Wai Po, Samuel and Mr. Chung Chak Man, William as executive Directors and Mr. Chan Bing Woon, SBS, JP, Mr. Sung Yuen Lam and Mr. Lee Kwong Yin, Colin as independent non-executive Directors.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable inquiries, 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 contained in this announcement misleading.
- For identification purposes only
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