Dragonite International Limited 叁龍國際有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 329)
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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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities in the Company. Dragonite International Limited 叁龍國際有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 329) (1) PROPOSED CAPITAL REORGANISATION; (2) CHANGE IN BOARD LOT SIZE; (3) PROPOSED RIGHTS ISSUE IN THE PROPORTION OF TWO RIGHTS SHARES FOR EVERY ADJUSTED SHARE HELD ON THE RECORD DATE AT HK$0.1 PER RIGHTS SHARE; AND (4) RESUMPTION OF TRADING (1) PROPOSED CAPITAL REORGANISATION The Board proposes to put forward to the Shareholders a proposal to effect the Capital Reorganisation which will comprise of:- (i) the proposed Share Consolidation whereby every 5 issued Shares of par value of HK$0.10 each will be consolidated into one Consolidated Share of par value of HK$0.50 each; (ii) immediately following the Share Consolidation, the nominal value of each issued Consolidated Share will be reduced from par value of HK$0.50 each to par value of HK$0.01 each by cancellation of the paid-up capital to the extent of HK$0.49 on each issued Consolidated Share and the total number of Consolidated Shares in the issued share capital of the Company will be rounded down to a whole number; —1— (iii) the proposed Share Premium Cancellation whereby upon the Capital Reduction becoming effective, the entire amount standing to the credit of the share premium account of the Company be cancelled; (iv) the application of the credit arising from the Capital Reduction and Share Premium Cancellation to cancel the accumulated deficit of the Company with the balance to be transferred to a distributable reserve account of the Company to be applied in such manner as the Directors consider appropriate; and (v) the proposed Share Subdivision whereby each of the authorised but unissued Shares of par value of HK$0.10 each will be subdivided into 10 Adjusted Shares of par value of HK$0.01 each. The Capital Reorganisation is conditional upon, among other things, the approval by the Shareholders at the EGM and the confirmation of the Capital Reduction by the Court. (2) PROPOSED CHANGE IN BOARD LOT SIZE The Shares are currently traded in board lots of 10,000 Shares. The Company proposes to change the board lot size for trading on the Stock Exchange from 10,000 Shares to 20,000 Adjusted Shares upon the Capital Reorganisation becoming effective. The Change in Board Lot Size is expected to bring about a corresponding upward adjustment in the trading price of the Adjusted Shares on the Stock Exchange, which will reduce the overall transaction costs for dealings in the Adjusted Shares. (3) PROPOSED RIGHTS ISSUE The Company proposes, subject to the Capital Reorganisation becoming effective, to implement the Rights Issue on the basis of two Rights Shares for every Adjusted Share held on the Record Date at the Subscription Price of HK$0.10 per Rights Share, thereby raising approximately HK$108.69 million before expenses (assuming (i) the Outstanding Share Options are not exercised; (ii) the Issue Mandate and the Scheme Mandate Limit are not utilised; and (iii) no other issue of Shares, on or before the Record Date) to approximately HK$132.65 million before expenses (assuming (i) the Outstanding Share Options are fully exercised; (ii) the Issue Mandate and Scheme Mandate Limit are fully utilised; and (iii) no other issue of Shares, on or before the Record Date) by issuing not less than 1,086,923,000 Rights Shares and not more than 1,326,511,802 Rights Shares to the Qualifying Shareholders. —2— The Company will provisionally allot to the Qualifying Shareholders two Rights Shares in nil-paid form for every Consolidated Share in issue and held on the Record Date. The Rights Issue will not be available to the Non-Qualifying Shareholders. The net proceeds of the Rights Issue is estimated to be approximately HK$102.9 million (assuming (i) the Outstanding Share Options are not exercised; (ii) the Issue Mandate and the Scheme Mandate Limit are not utilised; and (iii) no other issue of Shares, on or before the Record Date) to approximately HK$126.1 million (assuming (i) the Outstanding Share Options are fully exercised; (ii) the Issue Mandate and Scheme Mandate Limit are fully utilised; and (iii) no other issue of Shares, on or before the Record Date). The Company intends to apply such net proceeds from the Rights Issue as to (i) approximately HK$25 million to HK$50 million for electronic cigarette business; (ii) approximately HK$25 million to HK$65 million for health care products business; (iii) approximately HK$25 million to HK$50 million for additional working capital and/ or for retirement of debts. If and when there is surplus cash available, up to HK$50 million will be used for securities trading with a view of immediate liquidation when funds are called for. The Rights Issue is conditional, inter alia, upon fulfillment of the conditions set out below under the section headed “Conditions of the Rights Issue”. In particular, the Rights Issue is subject to the Capital Reorganisation becoming effective and the Underwriter not terminating the Underwriting Agreement in accordance with the terms set out therein. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares and/or Adjusted Shares (as the case may be) and/or nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) will bear the risk that the Rights Issue could not become unconditional and may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company. In accordance with Rule 7.19(6) of the Listing Rules, the Rights Issue must be made conditional on approval by Shareholders in general meeting by a resolution on which any controlling Shareholders and their associates or, where there are no controlling shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the Rights Issue. As at the date of this —3— announcement, Absolute Target held 167,265,000 Shares (being approximately of 6.16% of the issued share capital of the Company). Absolute Target is controlled as to 46.25% by Mr. Wong Yin Sen, 42.50% by Mr. Hon Lik and 11.25% by Mr. Wong Hei Lin. Both Mr. Wong Yin Sen and Mr. Hon Lik are executive Directors. Accordingly, Absolute Target is an associate of Mr. Wong Yin Sen and Mr. Hon Lik and they and their respective associates are required to abstain from voting in favour of the Rights Issue at the EGM. Save as disclosed above, none of the Directors nor the chief executive of the Company and their respective associates, hold any Shares and none of the Shareholders are required to abstain from voting in favour of the Rights Issue at the EGM pursuant to the Listing Rules and/or the articles of association of the Company. An independent board committee of the Company comprising the independent non-executive Directors will be appointed to make recommendations to the Independent Shareholders in respect of the Rights Issue. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Shareholders in this regard. GENERAL An EGM will be convened and held for the Shareholders/Independent Shareholders (as the case may be) to consider and if thought fits to approve the proposed Capital Reorganisation as well as the proposed Rights Issue. A circular containing, among other things, (i) further details about the proposed Capital Reorganisation, Change in Board Lot Size and the proposed Rights Issue; (ii) a letter of recommendation from the independent board committee of the Company to the Independent Shareholders in respects of the Rights Issue; (iii) a letter of advice from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders on the Rights Issue; and (iv) a notice convening the EGM, will be despatched to the Shareholders as soon as practicable. Upon approval of the Rights Issue by the Independent Shareholders at the EGM and the Capital Reorganisation becoming effective, the Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders as soon as practicable and the Prospectus will be despatched to the Non-Qualifying Shareholders for information only. —4— (4) RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 10 October 2011 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 4 November 2011. 1. PROPOSED CAPITAL REORGANISATION The Board proposes to put forward to the Shareholders a proposal to effect the Capital Reorganisation which will comprise of:- (i) the proposed Share Consolidation whereby every 5 issued Shares