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 Our Company was incorporated as a private company with limited liability under the Companies Ordinance on 5 May 2015 in Hong Kong. Our registered office is at Unit B on the 9th Floor and Unit B on the 10th Floor of D2 Place ONE, No. 9 Cheung Yee Street, Cheung Sha Wan, Kowloon, Hong Kong. Our Company [changed] our company status to a public company limited by shares with effect from the [REDACTED] following the approval and adoption of the Articles of Association with effect from the [REDACTED] by our Shareholders by way of resolutions in writing passed on [‧] 2021. As our Company was incorporated in Hong Kong, we are subject to the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Articles of Association and the applicable laws of Hong Kong. A summary of certain provisions of the Articles of Association is set out in Appendix III to this document. 2. Changes in the share capital of our Company On the date of the incorporation of our Company on 5 May 2015, 10,000 Shares were allotted and issued to Muswell International. On 31 January 2018, Muswell International transferred 10,000 Shares to Toridoll HK at a consideration of approximately HK$744.7 million. For the purpose of implementing the Share Award Scheme, on 25 March 2021, the total number of 10,000 issued Shares of our Company were subdivided into 1,000,000,000 Shares. On the same date, 2,024,000 new Shares in our Company were allotted and issued to Blessing Keen, a direct wholly-owned subsidiary of the Trustee which will hold such Shares on trust on behalf of the grantees, at a subscription price of HK$20.24. Immediately following the completion of the [REDACTED] (without taking into account any Share which may be allotted and issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme and any options which may be granted under the Post-[REDACTED] Share Option Scheme), the share capital of our Company will comprise [REDACTED] Shares. Save as disclosed above and as mentioned in the paragraph headed ‘‘4. Resolutions in writing of our Shareholders passed on [‧] 2021’’ below in this Appendix, there has been no alteration in the share capital of our Company since its incorporation. 3. Changes in the share capital of our subsidiaries Our subsidiaries are set out in the Accountants’ Report, the text of which is set out in Appendix I to this document. Save as disclosed in the section headed ‘‘History development and corporate structure’’ in this document, there has been no alteration in the share capital of our subsidiaries during the two years preceding the date of this document. –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 4. Resolutions in writing of our Shareholders passed on [‧] 2021 (i) Pursuant to written resolutions of our Shareholders passed on [‧] 2021, among other matters: (a) we approved and conditionally adopted the Articles of Association which will become effective upon [REDACTED]; (b) conditional on (aa) the Listing Committee of the Stock Exchange granting the approval of the [REDACTED] of, and permission to deal in, the Shares in issue, Shares to be issued pursuant to the [REDACTED] and Shares to be issued as mentioned in this document (including any additional Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme); (bb) the final [REDACTED] having been duly determined; and (cc) the obligations of the [REDACTED] under the [REDACTED] becoming unconditional and not being terminated in accordance with the terms therein (or any conditions as specified in this document), in each case on or before such dates and times as specified in the [REDACTED]: (i) the [REDACTED] was approved and our Directors were authorised to allot and issue the [REDACTED] pursuant to the [REDACTED]; (ii) the [REDACTED] was approved and our Directors were authorised to allot and issue the additional Shares pursuant to the exercise of the [REDACTED]; (iii) a general unconditional mandate was given to our Directors to allot, issue and deal with (including the powertomakeanofferoragreement,or grant securities which would or might require Shares to be allotted and issued), otherwise than pursuant to a rights issue or pursuant to 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 pursuant to the grant of options under the Share Option Scheme or other similar arrangement or pursuant to a specific authority granted by the Shareholders in general meeting, Shares not exceeding 20% of the number of issued Shares immediately following the completion of the [REDACTED] (but taking no account of any Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme), such mandate to remain in effect until the conclusion of the next annual general meeting of our Company, or the expiration of the period within which the next annual general meeting of our Company is required by the Articles or any applicable laws to be held, or until revokedorvariedbyanordinary resolution of the Shareholders in general meeting, whichever occurs first; –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 (iv) a general unconditional mandate was given to our Directors authorising them to exercise all powers of our Company to buy back on the Stock Exchange or on any other approved stock exchange on which the securities of our Company may be [REDACTED] and which is recognised by the SFC and the Stock Exchange for this purpose such number of Shares as will represent up to 10% of the number of issued Shares immediately following the completion of the [REDACTED] (but taking no account of any Shares which may be issued pursuant to the exercise of the [REDACTED], any options which were granted under the Pre-[REDACTED] Share Option Scheme or any options which may be granted under the Post-[REDACTED] Share Option Scheme), such mandate to remain in effect until the conclusion of the next annual general meeting of our Company, or the expiration of the period within which the next annual general meeting of our Company is required by the Articles or any applicable laws to be held, or until revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first; and (v) the general unconditional mandate mentioned in paragraph (v) above was extended by the addition to the number of issued Shares which may be allotted or agreed conditionally or unconditionally to be allotted by our Directors pursuant to such general mandate of an amount representing the total number of issued Shares of our Company bought back by our Company pursuant to the mandate to buy back Shares referred to in paragraph (vi) above. 5. Buyback by our Company of our own securities This section includes information required by the Stock Exchange to be included in this document concerning the buyback by our Company of our own securities. (a) Provisions of the Listing Rules The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their shares on the Stock Exchange subject to certain restrictions. (i) Shareholders’ approval The Listing Rules provide that all proposed buybacks of shares (which must be fully paid in the case of shares) by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolutions of its shareholders in general meeting, either by way of general mandate or by specific approval of a particular transaction. –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 Note: Pursuant to the written resolutions passed by our Shareholders on [‧] 2021, a general unconditional mandate (the ‘‘Buyback Mandate’’) was granted to our Directors authorising the buyback of shares by our Company on the Stock Exchange, or on any other stock exchange on which the securities of our Company may be [REDACTED] and which is recognised by the SFC and the Stock Exchange for this purpose, with the total number of Shares not exceeding 10% of the total number of Shares in issue and to be issued as mentioned herein, at any time until the conclusion of the next annual general meeting of our Company, the expiration of the period within which the next annual general meeting of our Company is required by an applicable law or the Articles to be held or when such mandate is revoked or varied by an ordinary resolution of our Shareholders in general meeting, whichever is the earliest.