CARRY WEALTH HOLDINGS 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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
(Incorporated in Bermuda with limited liability) Website: http://www.carrywealth.com
(Stock Code: 643)
(1) VOTING RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 8 JANUARY 2014 (2) GRANT OF THE WHITEWASH WAIVER
The Board is pleased to announce that the ordinary resolutions set out in the Notice were duly passed by the Independent Shareholders by way of poll at the SGM held on 8 January
2014.
The Executive has granted the Whitewash Waiver subject to fulfilment of the conditions set out therein. Accordingly, no mandatory general offer under Rule 26 of the Takeovers Code will be required to be made by the Underwriter, Mr. Li Haifeng and the parties acting in concert with any of them for all the Shares not already owned or agreed to be acquired by them as a result of the Rights Issue and the Whitewash Waiver.
It is expected that the Prospectus Documents will be despatched to the Qualifying
Shareholders on 17 January 2014.
Reference is made to the announcement of Carry Wealth Holdings Limited (the ''Company'') dated 20 November 2013, 3 December 2013, 11 December 2013, 19 December 2013 and the circular dated 19 December 2013 (the ''Circular'') in relation to, among other things, the Rights Issue and the Whitewash Waiver.
Capitalized terms used in this announcement shall have the same meaning ascribed to them in the Circular unless the context herein otherwise requires.
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The Board is pleased to announce that the ordinary resolutions (the "Resolutions"') set out in the notice of SGM dated 19 December 2013 (the ''Notice'') contained in the Circular were duly passed by the Independent Shareholders by way of poll at the SGM held on 8
January 2014. The poll results in respect of the resolutions as set out in the Notice are as follows:
Resolutions | Number of votes (%) | ||
Resolutions | For | Against | |
1. | To approve the Rights Issue (as defined in the circular dated 19 December 2013 of the Company (the ''Circular '')), and to approve and authorise any one or more directors of the Company to do all such acts and things, to sign and execute all such further documents and to take such steps considered necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue or any transactions contemplated thereunder. | 178,467,000 (100%) | 0 (0%) |
2. | To approve the Whitewash Waiver (as defined in the Circular) granted or to be granted by the Executive (as defined in the Circular) pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code (as defined in the Circular) waiving any obligation (either unconditionally or subject to such conditions as may be required by the Executive (as defined in the Circular)) on the part of the Underwriter (as defined in the Circular), Mr. Li Haifeng and the parties acting in concert with any of them, to make a mandatory general offer arising from the underwriting of the Rights Issue for all the shares of the Company not already owned, controlled or agreed to be acquired by them pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code (as defined in the Circular) by the Executive (as defined in the Circular), and to authorise any one or more directors of the Company to take such action and do all such acts and things, to sign and execute all such further documents and to take such steps considered necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Whitewash Waiver and the transactions contemplated thereunder. | 178,467,000 (100%) | 0 (0%) |
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Notes:
(1) The full text of the Resolution was set out in the Notice.
(2) As at the date of the SGM, there were a total of 535,408,000 issued Shares.
(3) The Underwriter, Mr. Li Haifeng and their associates were required under the Listing Rules to abstain from voting on Resolution no 1. The Underwriter, Mr. Li Haifeng and parties acting in concert with any of them were required under the Takeovers Code to abstain from voting on Resolution no. 2. As at the date of the SGM, (i) the Underwriter, Mr. Li Haifeng and their associates were beneficially interested in
236,717,000 Shares in aggregate, representing approximately 44.21% of the entire existing issued share capital of the Company; similarly, (ii) The Underwriter, Mr. Li Haifeng and parties acting in concert with any of them were beneficially interested in 236,717,000 Shares in aggregate, representing approximately
44.21% of the entire existing issued share capital of the Company, and the aforesaid persons/corporations had abstained from voting on the Resolutions at the SGM.
(4) Save as disclosed in paragraph (3) above, there were no other Shareholders who have a material interest in the Rights Issue or the Whitewash Waiver and were required to abstain from voting in respect of the Resolutions proposed at the SGM.
(5) The total number of Shares entitling the holders to attend and vote for or against the Resolutions were
298,691,000 Shares, representing approximately 55.79% of the issued share capital of the Company as at the date of the SGM. There were no Shares entitling the holders to attend and vote only against such resolution at the SGM. Save as disclosed above, no person has indicated in the Circular that he/she/it intends to vote against or abstain from voting on the Resolutions.
As more than 50% of the votes were cast in favour of the Resolutions, the Resolutions were duly passed as ordinary resolutions of the Company. Tricor Abacus Limited, the Company's Hong Kong branch share registrar, acted as the scrutineer for the purpose of vo te-taking at the SGM.
GRANT OF WHITEWASH WAIVERThe Executive has granted the Whitewash Waiver subject to: (a) the issue of the new securities being approved by a vote of the Independent Shareholders at a general meeting of the Company, to be taken on a poll; and (b) unless the Executive gives prior consent, no acquisition or disposal of voting rights being made by the Underwriter and its concert parties between the announcement of the proposed Rights Issue and the completion of the Rights Issue. Condition (a) has been fulfilled. The Underwriter, Mr. Li Haifeng and parties acting in concert with any of them have not acquired or disposed of any voting rights of the Company between 20 November 2013 and the date of this announcement. Accordingly, no mandatory general offer under Rule 26 of the Takeovers Code will be required to be made by the Underwriter, Mr. Li Haifeng and parties acting in concert with any of them for all the Shares not already owned or agreed to be acquired by them as a result of the Right s Issue and the Underwriting Agreement.
SHAREHOLDING STRUCTURE OF THE COMPANYSet out below is the shareholding structure of the Company assuming that there is no change in the shareholding structure of the Company from the date of this announcement to immediately after completion of the Rights Issue.
Scenario 1
Assuming no further issue of new Shares on or before the Record Date:
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Number of
Shares
Approximate
%
Number of
Shares
Approximate
%
Number of
Shares
Approximate
%
The Underwriter, Mr. Li Haifeng and parties acting in concert with any of them
236,717,000 44.21 355,075,500 44.21 504,421,000 62.81
Public | 2 9 8 ,6 91 ,0 0 0 | 5 5 .7 9 | 4 4 8 ,0 36 ,5 0 0 | 5 5 .7 9 | 2 9 8 ,6 91 ,0 0 0 | 3 7 .1 9 |
Total | 5 3 5 ,4 08 ,0 0 0 | 1 0 0 .0 0 | 8 0 3 ,11 2 ,0 00 | 1 0 0 .0 0 | 8 0 3 ,11 2 ,0 00 | 1 0 0 .0 0 |
Note: Save for the Underwriter, the Company has no other substantial shareholder and no Director is interested in any
Shares.
Scenario 2Assuming all the outstanding Share Options are exercised and no other issue of new Shares on or before the Record Date:
Shareholders As at the date of this announcement Assuming all the outstanding Share Options are exercised before the Record Date Immediately after completion of the Rights Issue assuming all the Qualifying Shareholders take up their respective allotment of Rights Shares in full Immediately after completion of the Rights Issue assuming no Qualifying Shareholders takes up any of the Rights Shares and the Underwriter take up the Rights Shares to the maximum extentNumber of
Shares
Approx.
%
Number of
Shares
Approx.
%
Number of
Shares
Approx.
%
Number of
Shares
Approx.
%
The Underwriter 236,717,000 44.21 236,717,000 42.85 355,075,500 42.85 512,971,000 61.90
Mr. Li Haifeng - - 4 ,0 0 0 ,0 00 0 .7 3 6 ,0 0 0 ,0 00 0 .7 3 4 ,0 0 0 ,0 00 0 .4 8
Sub-total of the Underwriter, Mr. Li Haifeng and parties acting in concert with any of them236,717,000 44.21 240,717,000 43.58 361,075,500 43.58 516,971,000 62.38
Directors:Lee Sheng
Kuang, James
Huang Xuxian,
Flynn
Tang Chak Lam, Charlie
- - 3,000,000 0.54 4,500,000 0.54 3,000,000 0.36
- - 3,000,000 0.54 4,500,000 0.54 3,000,000 0.36
- - 1,000,000 0.18 1,500,000 0.18 1,000,000 0.12
Chen Zhongfa - - 1,000,000 0.18 1,500,000 0.18 1,000,000 0.12
Yau Wing Yiu - - 1,500,000 0.27 2,250,000 0.27 1,500,000 0.18
Other Share Options holders
- - 3,600,000 0.65 5,400,000 0.65 3,600,000 0.44
Public | 2 9 8 ,6 91 ,0 0 0 | 5 5 .7 9 | 2 9 8 ,6 91 ,0 0 0 | 5 4 .0 6 | 4 4 8 ,0 36 ,5 0 0 | 5 4 .0 6 | 2 9 8 ,6 91 ,0 0 0 | 3 6 .0 4 |
Total
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Note: Mr. Li Haifeng is the beneficial owner of the Underwriter and is therefore a concert party of the Underwriter. The
4,000,000 Share Options held by Mr. Li Haifeng were granted on 29 August 2012 at the exercise price of
HK$0.419 per Share. The Share Options are valid for a period of ten years, i.e. from 29 August 2012 to 28 August
2022.
THE RIGHTS ISSUEAs disclosed in the Circular, it is currently expected that (a) the Prospectus Documents will be despatched to the Qualifying Shareholders on Friday, 17 January 2014 and (b) the existing issued Shares will be dealt on an ex-rights basis from Friday, 10 January 2014.
Shareholders should note that the Rights Issue remains subject to the satisfaction of other conditions as disclosed under the section headed "Conditions of the Rights Issue" and "The Underwriting Agreement" in the letter from the Board as set out in the Circular. If the Underwriter terminates the Underwriting Agreement, or if the conditions of the Rights Issue and the Underwriting Agreement are not fulfilled, the Rights Issue will not proceed. Any dealings in the issued Shares up to the date on which all the conditions of the Rights Issue are fulfilled (and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases) are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed.By order of the Board Carry Wealth Holdings Limited Li Haifeng
Chairman
Hong Kong, 8 January 2014
As at the date of this announcement, the Board of the Company comprises Messrs Li Haifeng (Chairman), Lee Sheng Kuang, James (Managing Director), Huang Xuxian, Flynn and Tang Chak Lam, Charlie, being executive directors; and Messrs Chen Zhongfa, Tong Tang, Joseph and Yau Wing Yiu, being independent non-executive directors.
The Directors jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, 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 in this announcement misleading.
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