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ZO Future Group — Legal Proceedings Report 2015
Mar 16, 2015
50510_rns_2015-03-16_de5d8e69-6da0-410d-a9ba-1774d3dcaf2c.pdf
Legal Proceedings Report
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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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BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司
(Receivers Appointed)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2309)
UPDATE ANNOUNCEMENT IN RESPECT OF A SUMMONS
This announcement is issued by the Company pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the provision under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Reference is made to the announcement of Birmingham International Holdings Limited (the “ Company ”) dated 17 February 2015 and the order granted by the High Court of Hong Kong dated 16 February 2015 (the “ Receivership Order ”). Messrs. Liu Yiu Keung Stephen, Yen Ching Wai David and Koo Chi Sum, all of Ernst & Young Transactions Limited were appointed as the joint and several receivers of the Company (the “ Receivers ”) in accordance with the Receivership Order.
On 11 March 2015, the Company issued an announcement (the “ Announcement ”). Capitalised terms used in the announcement shall have the same meanings as those defined in the Announcement, unless the context states otherwise. The Proposed EGM would be invalid, proceedings thereof would be invalid and the resolutions passed to appoint Ms. Wang Man Li, Mr. Li Wen Jun and Mr. Gurung Arjun Kumar (the “ Purported Appointees ”) as directors of the Company (the “ Directors ”) would not form part of the resolutions of the Company due to inadequate and improper notice of the Proposed EGM to shareholders of the Company (the “ Shareholders ”). As stated in the Announcement, the Receivers viewed that the appointment of the Purported Appointees as the Directors (should the Purported Appointees be appointed) may breach the requirements imposed by the Football League (the “ FL ”) in the United Kingdom and BCFC may be subject to sanction by the FL. This may result in the membership withdrawal of BCFC by the FL which would be detrimental to the value and interests of the Company and may lead to the consequential loss of the Company’s listing status.
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The Receivers were made aware at 10:16 a.m. on 13 March 2015 before a meeting of the board of the Directors (the “ Board ”) at 11:30 a.m. convened by one of the Purported Appointees to consider, among others, to (i) discharge or set aside the Receivership Order, (ii) to vary the Receivership Order to remove or restrict the powers of the Receivers, and (iii) to terminate an order for appointment of the Receivers.
As stated in the announcement made on 13 March 2015, the Receivers would exercise the powers granted under the Receivership Order for reasons herein stated and in the interests of the Company and the Shareholders as a whole. The Receivers served in person by hand at around 11:30 a.m. to each and every of the Purported Appointees notices of termination and removed each and every of the Purported Appointees as the Directors with effect from the time of passing of all resolutions on their purported appointments.
In connection with the above, the Receivers announces that on 13 March 2015, the Receivers were served with a summons issued against them (the “ Summons ”) by the Company.
Under the Summons, the Company is seeking for, among other things,
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(i) the resolution passed by the Directors on 17 February 2015 to instruct Messrs. Angela Ho & Associates to consider, and if so advised, to apply for the appointment of receivers for the Company, be declared void or voidable and an order for the said resolution to be set aside;
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(ii) the Receivership Order be discharged or set aside;
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(iii) alternatively, the Receivership Order be varied so that:
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a. the Receivers cannot remove Directors voted in by Shareholders in general meeting and cannot appoint directors without the approval of Shareholders in general meeting;
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b. the Receivers’ powers are restricted to conducting investigations into the Company’s affairs, and all other managerial powers be restored to the Directors appointed by Shareholders in general meeting.
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The Summons has been fixed to be heard on 1 April 2015. The Receivers are now seeking legal advice regarding the Summons and are taking all necessary and reasonable steps to dismiss the Summons. The Receivers will take all steps as they consider appropriate to preserve the value and protect the interests of the Company and the Shareholders as a whole. The Receivers will keep the Shareholders and potential investors informed of any material development in connection with the Summons by way of further announcement(s) as and when appropriate.
For and on behalf of
Birmingham International Holdings Limited
(Receivers Appointed)
Liu Yiu Keung Stephen, Yen Ching Wai David and Koo Chi Sum Joint and Several Receivers
Hong Kong, 16 March 2015
As at the date of this announcement, the board of directors of the Company comprises 7 Directors, namely Mr. Liu Yiu Keung Stephen, Mr. Yen Ching Wai David and Ms. Koo Chi Sum as executive Directors; and Mr. Cheung Yuk Ming, Mr. Law Pui Cheung, Mr. Lai Hin Wing Henry Stephen and Mr. Wong Ka Chun Carson as independent non-executive Directors.
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