Appendix V Statutory and General Information
Total Page:16
File Type:pdf, Size:1020Kb
APPENDIX V STATUTORY AND GENERAL INFORMATION A. FURTHER INFORMATION ABOUT OUR COMPANY 1. Incorporation of the Company The Company was incorporated in the Cayman Islands under the Companies Law as an exempted company with limited liability on 28 March 2011. The Company has established its principal place of business in Hong Kong at 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong and was registered as a non-Hong Kong company under Part 16 of the Companies Ordinance on 19 December 2014. The Company has appointed Ms. Ng Wing Shan of 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as the authorised representative of the Company for the acceptance of service of process and notices in Hong Kong. As the Company was incorporated in the Cayman Islands, its operation is subject to the Companies Law and its constitution comprising the Memorandum and the Articles. A summary of various provisions of the Company’s constitution and certain relevant aspects of the Companies Law is set out in Appendix IV to this prospectus. 2. Changes in Share Capital of the Company As at the date of incorporation of the Company, its authorised share capital was US$50,000.00 divided into 50,000 shares of US$1.00 each. At the time of its incorporation, 1 share of par value of US$1.00 was allotted and issued to Close Subscribers (Cayman) Limited, the initial subscriber, which was transferred to Song Rising on the same day. On the same day, an additional 34,999 shares, 7,500 shares, 3,000 shares, 3,000 shares and 1,500 shares with par value of US$1.00 each were allotted and issued to Song Rising, Sunny Foods, Ms. GUO XUEYAN, Mr. Chan Kin Wa and Riemann Investment respectively. The following changes in the share capital of the Company have taken place since the date of incorporation of the Company up to the date of this prospectus: (a) On 10 December 2012, the authorised share capital of the Company was increased from US$50,000 divided into 50,000 shares of a par value of US$1.00 each to US$100,000 divided into 100,000 shares of par value of US$1.00 each by the creation of 50,000 new shares of a par value of US$1.00 each; (b) On 24 December 2012, 4,054 shares of a par value of US$1.00 each were allotted and issued to COFCO Fund; (c) On 9 June 2014, 3,425 shares of a par value of US$1.00 each were allotted and issued to Grand Ample; and (d) On 12 December 2014, the Company subdivided each of its issued and unissued shares with par value of US$1.00 each into 100 Shares with par value of US$0.01 each, and the authorised share capital of the Company was increased by US$19,900,000 to US$20,000,000 by creation of an additional 1,990,000,000 Shares to 2,000,000,000 Shares. –V-1– APPENDIX V STATUTORY AND GENERAL INFORMATION Assuming that the Global Offering becomes unconditional and the issue of the Shares pursuant to the Global Offering and the Capitalisation Issue mentioned herein are made, but not taking into account of any Shares which may be issued upon the exercise of the Over-allotment Option and any Shares which may be issued upon the exercise of any options which are granted under the Pre-IPO Share Option Scheme and may be granted under the Share Option Scheme, the authorised share capital of the Company will be US$20,000,000 divided into 2,000,000,000 Shares and the issued share capital of the Company will be US$5,000,000 divided into 500,000,000 Shares fully paid or credited as fully paid. Other than pursuant to any options which are granted under the Pre-IPO Share Option Scheme and may be granted under the Share Option Scheme, the exercise of the Over-allotment Option or the exercise of the general mandate to issue shares referred to in the section headed “Further information about our Company – Written resolutions of the Shareholders”, there is no present intention to issue any part of the authorised but unissued share capital of the Company and, without prior approval of the Shareholders in general meeting, no issue of Shares will be made which would effectively alter the control of the Company. Save as disclosed herein and under the section headed “History and Corporate Structure – Reorganisation” in this prospectus, there has been no alteration in the share capital of the Company since its incorporation. 3. Written Resolutions of the Shareholders On 27 May 2015, written resolutions of all the Shareholders were passed pursuant to which, among others: (a) the Company approved and adopted the Articles conditional upon Listing; (b) conditional on (A) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares in issue and the Shares to be issued as mentioned herein (including any Shares which may be issued pursuant to the Global Offering, the Capitalisation Issue, the Over-allotment Option, the Pre-IPO Share Option Scheme and the Share Option Scheme); and (B) the entering into of the agreement on the Offer Price between the Sole Global Coordinator and the Company; and (C) the obligations of the Underwriters under the Underwriting Agreements becoming unconditional (including, if relevant, as a result of the waiver of any condition(s) by the Sole Global Coordinator, on behalf of the Underwriters) and not being terminated in accordance with the terms of such agreement or otherwise, in each case on or before the date determined in accordance with the terms of the Underwriting Agreements: (i) the Global Offering was approved and the Directors were authorised to effect the same and to allot and issue the Offer Shares pursuant to the Global Offering and to approve the transfer of the Sale Shares; –V-2– APPENDIX V STATUTORY AND GENERAL INFORMATION (ii) the Over-allotment Option was approved and the Directors were authorised to allot and issue any Shares which may be required to be issued if the Over-allotment Option is exercised; (iii) the rules of the Pre-IPO Share Option Scheme, the principal terms of which are set out in the paragraph headed “D. Pre-IPO Share Option Scheme” below, were approved and adopted and the Directors were authorised, at their absolute discretion, to grant options to subscribe for Shares under the Pre-IPO Share Option Scheme and to allot, issue and deal with Shares issued pursuant thereunder and to take all such steps as they consider necessary or desirable to implement the Pre-IPO Share Option Scheme and to vote on any matter connected therewith notwithstanding that they or any of them may be interested in the same; (iv) the rules of the Share Option Scheme, the principal terms of which are set out in the paragraph headed “E. Share Option Scheme” below, were approved and adopted and the Directors were authorised, at their absolute discretion, to grant options to subscribe for Shares under the Share Option Scheme and to allot, issue and deal with Shares issued pursuant thereunder and to take all such steps as they consider necessary or desirable to implement the Share Option Scheme and to vote on any matter connected therewith notwithstanding that they or any of them may be interested in the same; and (v) conditional upon the share premium account of the Company being credited as a result of the Global Offering, the Directors were authorised to capitalise the amount of US$3,692,521 from the amount standing to the credit of the share premium account of the Company to pay up in full at par 369,252,100 Shares for allotment and issue to the person(s) whose name(s) appears on the register of members of the Company at the close of business on 27 May 2015 (or as they may direct), on a pro rata basis. The Shares to be allotted and issued pursuant to the Capitalisation Issue will rank pari passu in all respects with the existing issued Shares; (c) a general unconditional mandate was given to the Directors authorising them to exercise all the powers of the Company to allot, issue and deal in (otherwise than by way of rights issue or an issue of shares upon the exercise of the Over-allotment Option or any subscription or conversion rights attaching to any warrants or any securities which are convertible into Shares or pursuant to the exercise of any options which are granted under the Pre-IPO Share Option Scheme and may be granted under the Share Option Scheme, or any other option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of share or rights to acquire Shares or any scrip dividend schemes or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles or a specific authority granted by the Shareholders in general meeting) any unissued Shares with a total nominal value not exceeding 20% of the aggregate of the total nominal value of the share capital of the Company in issue immediately following completion of the Global Offering and the Capitalisation Issue (excluding any Shares that may be issued upon exercise of the Over-allotment Option and any Shares which may be issued upon the exercise of any –V-3– APPENDIX V STATUTORY AND GENERAL INFORMATION options which are granted under the Pre-IPO Share Option Scheme and may be granted under the Share Option Scheme), such mandate to remain in effect until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman