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Weiye Holdings Limited Director's Dealing 2016

May 13, 2016

50009_rns_2016-05-13_f6c066f1-fcbc-4909-a5ae-41c33afbf30d.pdf

Director's Dealing

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The Singapore Exchange Securities Trading Limited, 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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(Singapore Company Registration Number: 198402850E)

(Incorporated in the Republic of Singapore with limited liability) (Hong Kong stock code: 1570) (Singapore stock code: BMA)

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Please refer to the following pages for the document which has been published by WEIYE HOLDINGS LIMITED (the “ Company ”) on the website of the Singapore Exchange Securities Trading Limited on 13 May 2016.

By order of the Board

WEIYE HOLDINGS LIMITED

Zhang Wei

Executive Chairman

Hong Kong, 13 May 2016

As at the date of this announcement, the executive directors of the Company are Zhang Wei and Chen Zhiyong; the non-executive director of the Company is Dong Xincheng and the independent nonexecutive directors of the Company are Ong Kian Guan, Oh Eng Bin and Siu Man Ho Simon.

  • For identification purpose only

Disclosure of Interest/ Changes in Interest of Director/ Chief Executive Officer::Disclosure of Interest / Change in Interest of Director

2016/5/13

Disclosure of Interest/ Changes in Interest of Director/ Chief Executive Officer::Disclosure of Interest / Change in Interest of Director

Issuer & Securities

Issuer & Securities
Issuer/ Manager WEIYE HOLDINGS LIMITED
Securities WEIYE HOLDINGS LIMITED ­ SG1CD6000000 ­ BMA
Stapled Security No
Announcement Details
Announcement Title Disclosure of Interest/ Changes in Interest of Director/ Chief Executive
Officer
Date & Time of Broadcast 13­May­2016 17:34:39
Status New
Announcement Sub Title Disclosure of Interest / Change in Interest of Director
Announcement Reference SG160513OTHRBS6O
Submitted By (Co./ Ind. Name) Zhang Wei
Designation Executive Chairman
Description (Please provide a detailed
description of the event in the box below ­
Refer to the Online help for the format)
Please refer to the attached.
Additional Details
Person(s) giving notice Director/Chief Executive Officer who may also be a substantial
shareholder/unitholder (Form 1)
Date of receipt of notice by Listed Issuer 12/05/2016
Attachments Form 1­ZW.pdf
if you are unable to view the above file, please click the link below.
_Form 1­ZW.pdf
Total size =146K
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SECURITIES AND FUTURES ACT (CAP. 289) SECURITIES AND FUTURES (DISCLOSURE OF INTERESTS) REGULATIONS 2012

FORM

1

NOTIFICATION FORM FOR DIRECTOR/CHIEF EXECUTIVE OFFICER IN RESPECT OF INTERESTS IN SECURITIES

(Electronic Format)

Explanatory Notes

  1. Please read the explanatory notes carefully before completing this notification form.

  2. This form is for a Director/Chief Executive Officer (“CEO”) to give notice of his interests in the securities of the Listed Issuer under section 133, 137N or 137Y of the Securities and Futures Act (Cap. 289) (the “SFA”). Please note that the requirement to disclose interests in participatory interests applies only to a director and where the Listed Issuer is a Singapore-incorporated company.

  3. This electronic Form 1 and a separate Form C, containing the particulars and contact details of the Director/CEO, must be completed by the Director/CEO or a person duly authorised by him to do so. The person so authorised should maintain records of information furnished to him by the Director/CEO.

  4. This form and Form C, are to be completed electronically and sent to the Listed Issuer via an electronic medium such as an e-mail attachment. The Listed Issuer will attach both forms to the prescribed SGXNet announcement template for dissemination as required under section 137G(1), 137R(1) or 137ZC(1) of the SFA, as the case may be. While Form C will be attached to the announcement template, it will not be disseminated to the public and is made available only to the Monetary Authority of Singapore (the "Authority").

  5. A single form may be used by a Director/CEO for more than one transaction resulting in notifiable obligations which occur within the same notifiable period (i.e. within two business days of/of becoming aware of, the earliest transaction). There must be no netting-off of two or more notifiable transactions even if they occur within the same day.

  6. All applicable parts of the notification form must be completed. If there is insufficient space for your answers, please include attachment(s) by clicking on the paper clip icon on the bottom left-hand corner or in item 3 of Part II or item 10 of Part III. The total file size for all attachment(s) should not exceed 1MB.

  7. Except for item 4 of Part III, please select only one option from the relevant check boxes.

  8. Please note that submission of any false or misleading information is an offence under Part VII of the SFA.

  9. In this form, the term “Listed Issuer” refers to –

  10. (a) a company incorporated in Singapore any or all of the shares in which are listed for quotation on the official list of a securities exchange;

  11. (b) a corporation (not being a company incorporated in Singapore, or a collective investment scheme constituted as a corporation) any or all of the shares in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing;

  12. (c) a registered business trust (as defined in the Business Trusts Act (Cap. 31A)) any or all of the units in which are listed for quotation on the official list of a securities exchange;

  13. (d) a recognised business trust any or all of the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing; or

  14. (e) a collective investment scheme that is a trust, that invests primarily in real estate and real estaterelated assets specified by the Authority in the Code on Collective Investment Schemes, and any or all the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing (“Real Estate Investment Trust”).

  15. For further instructions and guidance on how to complete this notification form, please refer to section 6 of the User Guide on Electronic Notification Forms which can be accessed at the Authority’s Internet website at http://www.mas.gov.sg (under “Regulations and Financial Stability”, "Regulations, Guidance and Licensing", "Securities, Futures and Fund Management", "Forms", "Disclosure of Interests").

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Part I - General

  1. Name of Listed Issuer:

Weiye Holding Limited

  1. Type of Listed Issuer:

  2. ✔ Company/Corporation

Registered/Recognised Business Trust

Real Estate Investment Trust

  1. Name of Director/CEO:

Zhang Wei

  1. Is the Director/CEO also a substantial shareholder/unitholder of the Listed Issuer? ✔ Yes

No

  1. Is the Director/CEO notifying in respect of his interests in securities of, or made available by, the Listed Issuer at the time of his appointment?

  2. Yes (Please proceed to complete Part II)

  3. ✔ No (Please proceed to complete Part III)

  4. Date of notification to Listed Issuer:

12-May-2016

Page 2 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]

Part III - For an incumbent Director/CEO giving notice of an acquisition of, or a change in his interest in, securities of or made available by the Listed Issuer

Transaction A

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  1. Date of acquisition of or change in interest:

  2. 11-May-2016

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  1. Date on which Director/CEO became aware of the acquisition of, or change in, interest ( if different from item 1 above, please specify the date ):

  2. 11-May-2016

  3. Explanation ( if the date of becoming aware is different from the date of acquisition of, or change in, interest ):

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  1. Type of securities which are the subject of the transaction (more than one option may be chosen):

✔ Ordinary voting shares/units of Listed Issuer Other types of shares/units ( excluding ordinary voting shares/units ) of Listed Issuer Rights/Options/Warrants over shares/units of Listed Issuer Debentures of Listed Issuer Rights/Options over debentures of Listed Issuer Contracts over shares of the Listed Issuer which Director/CEO is a party to, or under which he is entitled to a benefit, being contracts under which any person has a right to call for or to make delivery of shares in the Listed Issuer Participatory interests made available by Listed Issuer Others ( please specify ):

  1. Number of shares, units, rights, options, warrants, participatory interests and/or principal amount/value of debentures or contracts acquired or disposed of by Director/CEO:

1,960,000 Shares

  1. Amount of consideration paid or received by Director/CEO ( excluding brokerage and stamp duties ):

S$784,000 (at cost) for 1,960,000 shares pursuant to a sale and repurchase agreement dated 23 March 2016

Page 3 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]

7. Circumstance giving rise to the interest or change in interest: Acquisition of:

Securities via market transaction Securities via off-market transaction ( e.g. married deals ) Securities via physical settlement of derivatives or other securities Securities pursuant to rights issue Securities via a placement Securities following conversion/exercise of rights, options, warrants or other convertibles

Disposal of:

Securities via market transaction

Securities via off-market transaction ( e.g. married deals )

Other circumstances :

Acceptance of employee share options/share awards

Vesting of share awards Exercise of employee share options Acceptance of take-over offer for Listed Issuer Corporate action by Listed Issuer ( please specify ):

✔ Others ( please specify ):

Mr Zhang Wei repurchased 1,960,000 shares (at cost) from Macquarie Capital Limited pursuant to a sale and repurchase agreement dated 23 March 2016.

  1. Quantum of interests in securities held by Director/CEO before and after the transaction. Please complete relevant table(s) below ( for example, Table 1 should be completed if the change relates to ordinary voting shares of the Listed Issuer; Table 4 should be completed if the change relates to debentures ):

Table 1. Change in respect of ordinary voting shares/units of Listed Issuer

Immediately before the transaction Direct Interest Deemed Interest Total
No. of ordinary voting shares/units held: 1,069,648 40,000,000 41,069,648
As a percentage of total no. of ordinary
voting shares/units:
0.55 20.39 20.94
Immediately after the transaction Direct Interest Deemed Interest Total
No. of ordinary voting shares/units held: 3,029,648 40,000,000 43,029,648

Page 4 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]

1.54 20.39 21.93 As a percentage of total no. of ordinary voting shares/units:

  1. Circumstances giving rise to deemed interests ( if the interest is such ): [You may attach a chart(s) in item 10 to illustrate how the Director/CEO's deemed interest, as set out in item 8 tables 1 to 8, arises]

Mr. Zhang Wei is deemed to be interested in 40,000,000 shares held under the nominee account, HKSCC Nominees (Pte) Limited.

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10. Attachments ( if any ):

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(The total file size for all attachment(s) should not exceed 1MB.)

  1. If this is a replacement of an earlier notification, please provide:

  2. (a) SGXNet announcement reference of the first notification which was announced on SGXNet ( the "Initial Announcement" ):

  3. (b) Date of the Initial Announcement:

  4. (c) 15-digit transaction reference number of the relevant transaction in the Form 1 which was attached in the Initial Announcement:

  5. Remarks ( if any ):

The percentage of shares held before and after the change is calculated based on the Company's total number of issues shares (excluding treasury shares) of 196,133,152.

Transaction Reference Number ( auto-generated ):

947191542044150

Page 5 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]

Transaction B

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  1. Date of acquisition of or change in interest: 11-May-2016

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  1. Date on which Director/CEO became aware of the acquisition of, or change in, interest ( if different from item 1 above, please specify the date ):

  2. 11-May-2016

  3. Explanation ( if the date of becoming aware is different from the date of acquisition of, or change in, interest ):

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  1. Type of securities which are the subject of the transaction (more than one option may be chosen):

  2. ✔ Ordinary voting shares/units of Listed Issuer

    • Other types of shares/units ( excluding ordinary voting shares/units ) of Listed Issuer

Rights/Options/Warrants over shares/units of Listed Issuer Debentures of Listed Issuer

  • Rights/Options over debentures of Listed Issuer

  • Contracts over shares of the Listed Issuer which Director/CEO is a party to, or under which he is entitled to a benefit, being contracts under which any person has a right to call for or to make delivery of shares in the Listed Issuer

Participatory interests made available by Listed Issuer

Others ( please specify ):

  1. Number of shares, units, rights, options, warrants, participatory interests and/or principal amount/value of debentures or contracts acquired or disposed of by Director/CEO:

5,000,000 shares

  1. Amount of consideration paid or received by Director/CEO ( excluding brokerage and stamp duties ):

No consideration is payable for 5,000,000 shares (stock borrowing agreement)

Page 6 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]

7. Circumstance giving rise to the interest or change in interest: Acquisition of:

Securities via market transaction

Securities via off-market transaction ( e.g. married deals ) Securities via physical settlement of derivatives or other securities Securities pursuant to rights issue Securities via a placement

Securities following conversion/exercise of rights, options, warrants or other convertibles

Disposal of:

Securities via market transaction

Securities via off-market transaction ( e.g. married deals )

Other circumstances :

Acceptance of employee share options/share awards

Vesting of share awards

Exercise of employee share options Acceptance of take-over offer for Listed Issuer Corporate action by Listed Issuer ( please specify ):

✔ Others ( please specify ):

Mr. Zhang Wei entered into a stock borrowing agreement with KGI Securities (Hong Kong) Limited ("KGI") dated 23 March 2016 as part of the bridging dealing arrangement in connection with the listing of Weiye Holdings Limited on The Stock Exchange of Hong Kong Limited. On 5 May 2016, the bridging dealing arrangement has expired and KGI returned all 5 million shares (without consideration) to Mr. Zhang Wei on 11 May 2016.

  1. Quantum of interests in securities held by Director/CEO before and after the transaction. Please complete relevant table(s) below ( for example, Table 1 should be completed if the change relates to ordinary voting shares of the Listed Issuer; Table 4 should be completed if the change relates to debentures ):

Table 1. Change in respect of ordinary voting shares/units of Listed Issuer

Immediately before the transaction Direct Interest Deemed Interest Total
No. of ordinary voting shares/units held: 3,029,648 40,000,000 43,029,648
As a percentage of total no. of ordinary
voting shares/units:
1.54 20.39 21.93
Immediately after the transaction Direct Interest Deemed Interest Total
No. of ordinary voting shares/units held: 3,029,648 45,000,000 48,029,648

Page 7 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]

1.54 22.94 24.48 As a percentage of total no. of ordinary voting shares/units:

  1. Circumstances giving rise to deemed interests ( if the interest is such ): [You may attach a chart(s) in item 10 to illustrate how the Director/CEO's deemed interest, as set out in item 8 tables 1 to 8, arises]

Before the transaction, Mr. Zhang Wei is deemed to be interested in 40,000,000 shares held under the nominee account, HKSCC Nominees (Pte) Limited.

After the transaction, Mr. Zhang Wei is deemed to be interested in 45,000,000 shares held under the nominee account, HKSCC Nominees (Pte) Limited.

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  1. Attachments ( if any ):

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(The total file size for all attachment(s) should not exceed 1MB.)

  1. If this is a replacement of an earlier notification, please provide:

  2. (a) SGXNet announcement reference of the first notification which was announced on SGXNet ( the "Initial Announcement" ):

  3. (b) Date of the Initial Announcement:

  4. (c) 15-digit transaction reference number of the relevant transaction in the Form 1 which was attached in the Initial Announcement:

  5. Remarks ( if any ):

The percentage of shares held before and after the change is calculated based on the Company's total number of issues shares (excluding treasury shares) of 196,133,152.

Transaction Reference Number ( auto-generated ):

423510245229361

Item 13 is to be completed by an individual submitting this notification form on behalf of the Director/CEO.

  1. Particulars of Individual submitting this notification form to the Listed Issuer:

  2. (a) Name of Individual:

Page 8 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]

(b) Designation ( if applicable ):

  • (c) Name of entity ( if applicable ):

Page 9 of 9

FORM 1/[ Version 2.0 ]/Effective Date [ 21 March 2014 ]