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.
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 660)The Board proposes to implement the Share Consolidation on the basis that (i) every two (2) issued and unissued Existing Ordinary Shares of HK$0.0025 each in the share capital of the Company be consolidated into one (1) Consolidated Ordinary Share of HK$0.0050 each; and (ii) every two (2) unissued Existing Preference Shares of HK$0.0025 each in the share capital of the Company be consolidated into one (1) Consolidated Preference Share of HK$0.0050 each. The Board also proposes to change the board lot size for trading from 10,000 Existing Ordinary Shares to 20,000 Consolidated Ordinary Shares upon the Share Consolidation becoming effective.
The Share Consolidation is conditional upon, among other things, the approval of Shareholders at the EGM. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder will be required to abstain from voting on the resolution in relation to the Share Consolidation.
A circular containing, among other things, (i) further details of the Share Consolidation and the Change in Board Lot Size, and (ii) a notice convening the EGM, is expected to be despatched to Shareholders on or before 4 February 2016.
The Board proposes to implement the Share Consolidation on the basis that (i) every two (2) issued and unissued Existing Ordinary Shares of HK$0.0025 each in the share capital of the Company be consolidated into one (1) Consolidated Ordinary Share of HK$0.0050 each; and (ii) every two (2) unissued Existing Preference Shares of HK$0.0025 each in the share capital of the Company be consolidated into one (1) Consolidated Preference Share of HK$0.0050 each. The Board also proposes to change the board lot size for trading from 10,000 Existing Ordinary Shares to 20,000 Consolidated Ordinary Shares upon the Share Consolidation becoming effective.
* For identification purpose only
Effects of the Share ConsolidationAs at the date of this announcement, the authorised share capital of the Company is HK$102,040,000, which comprises:
HK$100,000,000 divided into 40,000,000,000 Existing Ordinary Shares of HK$0.0025 each, and
HK$2,040,000 divided into 816,000,000 Existing Preference Shares of HK$0.0025 each.
Of such authorised share capital of the Company, 16,270,685,376 Existing Ordinary Shares are in issue as fully paid or credited as fully paid. Immediately upon the Share Consolidation becoming effective and assuming there will be no change in the issued share capital of the Company from the date of this announcement up to the effective date of the Share Consolidation, the authorised share capital of the Company shall remain at HK$102,040,000, comprising:
HK$100,000,000 divided into 20,000,000,000 Consolidated Ordinary Shares of HK$0.0050 each, and
HK$2,040,000 divided into 408,000,000 Consolidated Preference Shares of HK$0.0050 each, of which 8,135,342,688 Consolidated Ordinary Shares will be in issue.
The Share Consolidation is conditional upon:
the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM; and
the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Ordinary Shares upon the Share Consolidation becoming effective.
Upon the Share Consolidation becoming effective, the Consolidated Ordinary Shares shall rank pari passu in all respects with each other in the same class (and the Consolidated Preference Shares will rank pari passu in all respects with each other in that class) in accordance with the Articles of Association. The Share Consolidation will not result in any change in the relative rights or proportionate interests of the holders of shares of the same class. Other than the expenses to be incurred in relation to the Share Consolidation (including without limitation professional fees and printing fees), the implementation thereof will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the holders of shares of the same class, save for any fractional Consolidated Ordinary Shares which may arise.
Listing ApplicationApplication will be made to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Ordinary Shares to be issued upon the Share Consolidation becoming effective.
As at the date of this announcement, save for the 699,639,467 Share Options, the Company does not have any other outstanding options, warrants or securities in issue which are convertible or exchangeable into the Existing Ordinary Shares. As the Share Consolidation will cause adjustment to the number and/or exercise price of the Share Options, the Company will appoint the auditors of the Company to certify the necessary adjustment to the number and/or exercise price of the Share Options. Further announcement(s) will be made by the Company in this regard as and when appropriate.
As at the date of this announcement, the Existing Ordinary Shares are traded on the Stock Exchange in board lot size ("Current BLS") of 10,000 Existing Ordinary Shares. It is proposed that, following the Share Consolidation becoming effective, the Consolidated Ordinary Shares will be traded in board lot size ("Proposed New BLS") of 20,000 Consolidated Ordinary Shares.
Based on the closing price of HK$0.067 per Share (equivalent to HK$0.134 per Consolidated Ordinary Share) as quoted on the Stock Exchange as at the last trading day immediately before the date of this announcement, the board lot value of the Current BLS of 10,000 Existing Ordinary Shares each is HK$670; and the board lot value of the Proposed New BLS of 20,000 Consolidated Ordinary Shares each is HK$2,680. The Change in Board Lot Size will not, by itself, affect any of the rights of Shareholders. As from Thursday, 25 February 2016, any New Share Certificate will be issued in board lots of 20,000 Consolidated Ordinary Shares each (except for odd lots or where the Hong Kong Branch Share Registrar is otherwise instructed).
Subject to the Share Consolidation becoming effective, which is expected to be on Thursday, 25 February 2016, the Shareholders may, during a period between Thursday, 25 February 2016 and Thursday, 7 April 2016 (both dates inclusive), submit existing share certificates for the Existing Ordinary Shares, which is in green colour, to the Hong Kong Branch Share Registrar, to exchange, at the expense of the Company, for new share certificates for the Consolidated Ordinary Shares, which will be in beige colour. It is expected that new share certificates for the Consolidated Ordinary Shares will be available for collection within 10 Business Days from the date of submission for the exchange. Thereafter, the existing share certificates for the Existing Ordinary Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate for the Consolidated Ordinary Shares to be issued or each existing share certificate for the Existing Ordinary Shares cancelled, whichever the number of certificates issued or cancelled is higher.
Nevertheless, the existing share certificates for the Existing Ordinary Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Ordinary Shares at any time but will not be accepted for trading, settlement and registration upon completion of the Share Consolidation.
In order to facilitate the trading of odd lots (if any) of the Consolidated Ordinary Shares arising from the Share Consolidation, the Company will appoint a securities firm to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Ordinary Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Ordinary Shares. Details of the odd lot arrangement will be set out in the Circular to be despatched to the Shareholders with the foregoing.
Fractional Consolidated Ordinary Shares (if any) arising from the Share Consolidation will not be issued to the Shareholders otherwise entitled thereto but will be aggregated and sold if possible, for the benefit of the Company.
Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Existing Ordinary Shares, the Board proposes to implement the Share Consolidation. The Share Consolidation will enable the Company to comply with the trading requirements under the Listing Rules. The Share Consolidation will increase the nominal value of the Existing Ordinary Shares, and is expected to bring about a corresponding increase in the trading price of the Consolidated Ordinary Shares. Accordingly, the Directors are of the view that the Share Consolidation and the Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole.
Set out below is the expected timetable in relation to the Share Consolidation:
Despatch of Circular and proxy form for the EGM . . . . . . . . . . . . . . . . . . . . . . Thursday, 4 February 2016 Latest date and time for lodging the proxy form for the EGM
(not less than 48 hours prior to time of
the EGM) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on Monday, 22 February 2016
Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Wednesday, 24 February 2016
Wai Chun Mining Industry Group Co. Ltd. issued this content on 2016-01-15 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-15 14:37:02 UTC
Original Document: http://www.0660.hk/eng/statutory/LTN20160115610.pdf
