Appendix Iv Statutory and General Information
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This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. APPENDIX IV STATUTORY AND GENERAL INFORMATION A. FURTHER INFORMATION ABOUT OUR GROUP 1. Incorporation of Our Company We were incorporated in the Cayman Islands under the Cayman Companies Law as an exempted company with limited liability on November 15, 2013. We have established a principal place of business in Hong Kong at 8th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong and have been registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part XI of the old Companies Ordinance (Chapter 32 of the Laws of Hong Kong which was in effect until March 3, 2014) on January 6, 2014. Ms. Lai Siu Kuen has been appointed as the authorized representative of our Company for the acceptance of service of process and notices in Hong Kong. As we were incorporated in the Cayman Islands, our corporate structure and Memorandum of Association and Articles of Association are subject to the relevant laws and regulations of the Cayman Islands. A summary of the relevant laws and regulations of the Cayman Islands and of the Memorandum of Association and Articles of Association is set out in the section headed ‘‘Summary of the Constitution of Our Company and Cayman Companies Law’’ in Appendix III to this [REDACTED]. 2. Changes in the Share Capital of Our Company As of the date of incorporation of our Company, our Company had an authorized share capital of HK$380,000, divided into 38,000,000 shares of HK$0.01 each. The following changes in the share capital of our Company have taken place since the date of incorporation of our Company up to the date of this [REDACTED]: . On November 15, 2013, we allotted and issued one Share to Walkers Nominees Limited at par value, which was transferred to Fresh Water Group on November 19, 2013. On March 18, 2014, we allotted and issue one Share to Fresh Water Group at a subscription price of RMB600,000. The following changes in the share capital of our Company will take place after the date of this [REDACTED]: . Upon the [REDACTED] becoming unconditional, the authorized share capital of our Company will be increased from HK$380,000 to HK$40,000,000 by the creation of an additional 3,962,000,000 Shares. Immediately following the [REDACTED] becoming unconditional, 1,265,999,998 Shares will be allotted and issued, credited as fully paid, to Fresh Water Group pursuant to the Capitalization Issue, and Fresh Water Group will transfer 341,820,000 Shares to Baida Holdings Limited, 54,058,200 Shares to Lion Rise Holdings Limited, 50,640,000 Shares to Glorious Shine Holdings Limited, – IV-1 – This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. APPENDIX IV STATUTORY AND GENERAL INFORMATION 69,883,200 Shares to Baoye International Limited, 41,778,000 Shares to Giant Century International Limited, 334,857,000 Shares to SAIF Partners IV L.P., 233,956,800 Shares to Ares FW Holdings, L.P., 139,006,800 Shares to Watercube Holdings, L.L.C. in consideration of the repurchase by Fresh Water Group of its issued shares from Mr. Xiao, Mr. Wang, SAIF Partners IV L.P., Ares FW Holdings, L.P. and Watercube Holdings, L.L.C.Note Note: Baida Holdings Limited, Lion Rise Holdings Limited and Glorious Shine Holdings Limited are wholly-owned by Baida Capital Limited, Lion Rise Capital Limited and Glorious Shine Capital Limited under the Xiao Family I Trust, the Xiao Family II Trust and the Xiao Family III Trust, respectively. Each of the Xiao Family I Trust, the Xiao Family II Trust and the Xiao Family III TrustisadiscretionarytrustestablishedbyMr. Xiao (as the settlor) and the discretionary beneficiaries of which include Mr. Xiao and certain of his family members. Fresh Water Group transferred an aggregate of 446,518,200 Shares to Baida Holdings Limited, Lion Rise Holdings Limited and Glorious Shine Holdings Limited at the direction of Mr. Xiao. Baoye International Limited and Giant Century International Limited are wholly-owned by Baoye Capital Limited and Giant Century Capital Limited under the Wang Family I Trust and the Wang Family II Trust, respectively. Each of the Wang Family I Trust and the Wang Family IITrustisadiscretionarytrustestablishedby Mr. Wang (as the settlor) and the discretionary beneficiaries of which include Mr. Wang and his spouse. Fresh Water Group transferred an aggregate of 111,661,200 Shares to Baoye International Limited and Giant Century International Limited at the direction of Mr. Wang. Assuming that the [REDACTED] becomes unconditional, the authorized share capital of our Company will be increased from HK$380,000 to HK$40,000,000 divided into 4,000,000,000 Shares on the Listing Date, and assuming further that the Capitalization Issue is completed and the [REDACTED] are issued but without taking into account any Shares which may be issued upon the exercise of the Over-allotment Option and options which were granted under the Pre-[REDACTED] Share Option Scheme or may be granted under the Share Option Scheme, the issued share capital of our Company will be HK$[REDACTED], divided into [REDACTED] Shares, all fully paid or credited as fully paid, with [REDACTED] Shares remain unissued. Save as disclosed above and in this [REDACTED], there has been no alteration in the share capital of our Company since our incorporation. – IV-2 – This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. APPENDIX IV STATUTORY AND GENERAL INFORMATION 3. Resolutions in Writing of the Sole Shareholder of Our Company Pursuant to the written resolutions passed by the sole Shareholder on May 26, 2014, it was resolved, among others, (a) conditional on (1) the Listing Committee granting approval for the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in this [REDACTED], (2) the [REDACTED] being fixed on the Price Determination Date and (3) the obligations of the Underwriters under the Underwriting Agreements becoming unconditional and not being terminated in accordance with the terms therein (unless and to the extent such conditions are validly waived on or before such dates as may be specified in the Underwriting Agreements) or otherwise: (i) our Company approved and adopted the Memorandum and Articles of Association with effect from the date of Listing; (ii) the authorized share capital of our Company was increased from HK$380,000 to HK$40,000,000 by the creation of an additional 3,962,000,000 Shares with a nominal value of HK$0.01 each; (iii) the [REDACTED] and the Over-allotment Option were approved and the Directors were authorized to allot and issue the new Shares pursuant to the [REDACTED] and the Over-allotment Option; (iv) the proposed Listing was approved and the Directors were authorized to implement the Listing; (v) subject to the share premium account of our Company having sufficient balance, or otherwise being credited as a result of the issue of [REDACTED] pursuant to the [REDACTED], our Directors were authorized to allot and issue a total of 1,265,999,998 Shares credited as fully paid at par to the holder(s) of Shares on the register of members of our Company at the close of business on the date of passing this resolution (or as it/they may direct) in proportion to its/their respective shareholdings in the Company (as nearly as possible without fractions) by way of capitalization of the sum of HK$12,659,999.98 standing to the credit of the share premium account of our Company, and the Shares to be allotted and issued pursuant to this resolution shall rank pari passu in all respects with the then existing issued Shares; (vi) a general unconditional mandate was granted to the Directors to allot, issue and deal with Shares or securities convertible into Shares or options, warrants or similar rights to subscribe for Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers, provided that the aggregate nominal value of Shares allotted or agreed to be allotted by the Directors other than pursuant to (i) a rights issue, (ii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the – IV-3 – This document is in draft form, incomplete and subject to change and that the information must be read in conjunction with the section headed “Warning” on the cover of this document. APPENDIX IV STATUTORY AND GENERAL INFORMATION whole or part of a dividend on Shares in accordance with the Articles of Association, (iii) the exercise of options granted pursuant to the Pre- [REDACTED] Share Option Scheme and/or options to be granted pursuant to the Share Option Scheme or (iv) theexerciseofanysubscriptionor conversion rights attaching to any warrants or securities which are convertible into Shares or in issue prior to the date of passing the relevant resolution or (v) a specific authority granted by the Shareholders in general meeting, shall not exceed the aggregate of (1) 20% of the total nominal value of the share capital of our Company in issue immediately following the completion of the Capitalization Issue and the [REDACTED] (but excluding any Shares which may be issued pursuant to the