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.
GREEN LEADER HOLDINGS GROUP LIMITED
綠領控股集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 61)
SUPPLEMENTAL ANNOUNCEMENT
Reference is made to the announcement of the Company dated 22 July 2020 and 24 July 2020 (the "Announcements") in relation to, among others, the issue of the Convertible Notes to the Subscribers, namely China OEPC and Ms. Hao. China OEPC is indirectly wholly-owned by Mr. Zhang, an executive director of the Company, and Ms. Hao is the spouse of Mr. Zhang and thus an associate of Mr. Zhang. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcements.
EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The following table sets out the shareholding structure of the Company (i) as at the date of the Announcement; (ii) immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes at the initial Conversion Price (assuming that, save for the Share Consolidation, there are no other changes to the issued share capital of the Company from the date of this announcement and prior to conversion); (iii) immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes at the initial Conversion Price, the full conversion of the outstanding convertible bonds of US$40 million issued on 10 July 2017 (the "US$40M CB") at the conversion price of HK$0.26 per Existing Share and the allot and issue of 2,578,676,000 consideration Shares under the discloseable transaction announced on 25 May 2020 (assuming that, save for the Share Consolidation, there are no other changes to the issued share capital of the Company from the date of this announcement and prior to conversion); (iv) immediately after the allotment and issue of the Conversion Shares upon conversion of the Convertible Notes at the initial Conversion Price to the extent that China OEPC and Ms. Hao will hold 29.99% of the enlarged issued share capital of the Company (assuming that, save for the Share Consolidation, there are no other changes to the issued share capital of the Company from the date of this announcement and prior to conversion); and (v) immediately after the allotment and issue of the Conversion Shares upon conversion of the Convertible Notes at the initial Conversion Price to the extent that China OEPC and Ms. Hao will hold 29.99%
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of the enlarged issued share capital of the Company, the full conversion of the US$40M CB at the conversion price of HK$0.26 per Existing Share and the allot and issue of 2,578,676,000 consideration Shares under the discloseable transaction announced on 25 May 2020 (assuming that, save for the Share Consolidation, there are no other changes to the issued share capital of the Company from the date of this announcement and prior to conversion):
Shareholders
China OEPC (Note 1)
Ms. Hao (Note 2)
Holders of the US$40M
CB (Note 3)
Jin Xin Resources Group
Limited (Note 4)
Other Shareholders
(v) | |||||||||||||||||||
Immediately after the allotment | |||||||||||||||||||
and issue of the Conversion | |||||||||||||||||||
Shares upon conversion of the | |||||||||||||||||||
Convertible Notes at the initial | |||||||||||||||||||
Conversion Price to the extent | |||||||||||||||||||
(iv) | that China OEPC and Ms. Hao | ||||||||||||||||||
Immediately after the allotment | will hold 29.99% of the enlarged | ||||||||||||||||||
and issue of the Conversion | issued share capital of the | ||||||||||||||||||
Shares upon conversion of the | Company, the full conversion of | ||||||||||||||||||
Convertible Notes at the initial | the US$40M CB at the conversion | ||||||||||||||||||
(ii) | (iii) | Conversion Price to the extent | price of HK$0.26 per Existing | ||||||||||||||||
Immediately after the allotment | Immediately after the allotment | that China OEPC and Ms. Hao | Share and the allot and issue | ||||||||||||||||
and issue of the Conversion | and issue of the Conversion | will hold 29.99% of the enlarged | of 2,578,676,000 consideration | ||||||||||||||||
Shares upon full conversion of the | Shares upon full conversion of the | issued share capital of the | Shares under the discloseable | ||||||||||||||||
Convertible Notes at the initial | Convertible Notes at the initial | Company (assuming that, save | transaction announced on 25 May | ||||||||||||||||
Conversion Price (assuming that | Conversion Price (assuming that | for the Share Consolidation, there | 2020 (assuming that, save for the | ||||||||||||||||
there are no other changes to | there are no other changes to | are no other changes to the issued | Share Consolidation, there are no | ||||||||||||||||
the issued share capital of the | the issued share capital of the | share capital of the Company | other changes to the issued share | ||||||||||||||||
(i) | Company from the date of | Company from the date of | from the date of | capital of the Company from the | |||||||||||||||
As at the date of | this announcement and | this announcement and | this announcement and | date of this announcement and | |||||||||||||||
the Announcement | prior to conversion) | prior to conversion) | prior to conversion) | prior to conversion) | |||||||||||||||
Number of | Number of | Number of | Number of | Number of | |||||||||||||||
Existing | Approximate | Consolidated | Approximate | Consolidated | Approximate | Consolidated | Approximate | Consolidated | Approximate | ||||||||||
Shares | percentage | Shares | percentage | Shares | percentage | Shares | percentage | Shares | percentage | ||||||||||
1,885,859,226 | 17.92% | 1,821,565,688 | 78.46% | 1,821,565,688 | 72.55% | 185,040,760 | 29.99% | 197,793,223 | 22.30% | ||||||||||
- | - | 68,181,818 | 2.94% | 68,181,818 | 2.72% | - | - | 68,181,818 | 7.69% | ||||||||||
- | - | - | - | 60,000,000 | 2.39% | - | - | 60,000,000 | 6.77% | ||||||||||
- | - | - | - | 128,933,800 | 5.13% | - | - | 128,933,800 | 14.54% | ||||||||||
8,639,348,858 | 82.08% | 431,967,443 | 18.60% | 431,967,443 | 17.21% | 431,967,443 | 70.01% | 431,967,443 | 48.70% |
Total: | 10,525,208,084 | 100% | 2,321,714,949 | 100% | 2,510,648,749 | 100% | 617,008,203 | 100% | 886,875,079 | 100% | |||||||||
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Notes:
- China OEPC beneficially owns 1,885,859,226 Shares and HK$380,000,000 Existing Convertible Notes. China OEPC is beneficially owned by Best Growth Enterprises Limited. Best Growth Enterprises Limited is beneficially owned by Mr. Zhang. By virtue of the SFO, Mr. Zhang and Best Growth Enterprises Limited are deemed to be interested in those Shares and derivative interest held by China OEPC.
- Ms. Hao is the spouse of Mr. Zhang, holding HK$15,000,000 Existing Convertible Notes. By virtue of the SFO, Ms. Hao is also deemed to be interested in the 1,885,859,226 Shares and derivative interest held by China OEPC.
- As at the date of this supplemental announcement, the Company is in the course of negotiations for potential settlement, amendment and extension of the US$40M CB.
- Jin Xin Resources Group Limited is the vendor of the discloseable transaction as announced on 25 May 2020.
- This is for illustrative purpose only as there are restrictions under the terms of the Convertible Notes that prohibit any conversion which will trigger a mandatory offer obligation under Rule 26 of the Takeovers Code or will cause the public float of the Shares to be less than 25% (or any given percentage under the Listing Rules).
By the order of the Board of
Green Leader Holdings Group Limited
Mr. Tse Michael Nam
Executive Director
Hong Kong, 29 July 2020 | |
As at the date of this announcement, the Directors are: | |
Executive Directors | Non-executive Director |
Mr. Zhang Sanhuo | Mr. Chang Che-Fa |
Mr. Tse Michael Nam (Chief Executive Officer) | |
Ms. Zhang Tingting | |
Independent non-executive Directors | |
Mr. Lam Chi Wai | |
Mr. Lyu Guoping | |
Mr. Jin Xuliang |
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Green Leader Holdings Group Ltd. published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2020 10:30:03 UTC