GLORY SUN LAND GROUP 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.
PLACING OF NEW SHARES UNDER GENERAL MANDATE
AND
CONNECTED TRANSACTION IN RELATION TO
THE APPOINTMENT OF PLACING AGENT
THE PLACING
On 18 March 2021, after trading hours, the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Company has conditionally agreed to issue under the General Mandate, and the Placing Agent has conditionally agreed to procure not fewer than six Placees, on a best effort basis to subscribe for up to 910,020,959 new Shares at the Placing Price of HK$0.3 per Placing Share during the Placing Period, subject to the terms and conditions of the Placing Agreement. The Placees and (where appropriate) their respective ultimate beneficial owner(s) shall be third parties independent of and not connected with the Company and its connected persons.
The maximum number of Placing Shares to be placed by the Placing Agent will be 910,020,959 new Shares (the aggregate nominal value being approximately HK$45,501,048).
Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion of the Placing, the maximum number of 910,020,959 Placing Shares represents (i) approximately 20% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.
The Placing Price of HK$0.3 per Placing Share represents (i) a premium of approximately 5.26% to the closing price of HK$0.285 per Share as quoted on the Stock Exchange on 18 March 2021, being the date of the Placing Agreement; and (ii) a premium of approximately 4.17% to the average closing price of approximately HK$0.288 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement.
The Placing is conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares.
Shareholders and potential investors should note that the Placing is subject to the fulfilment of the condition(s) under the Placing Agreement as set out in the section headed "Condition(s) precedent to the Placing". As the Placing may or may not proceed to Completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
CONNECTED TRANSACTION IN RELATION TO THE APPOINTMENT OF THE PLACING AGENT
The Placing Agent is an indirect non-wholly owned subsidiary of GSFG, a controlling shareholder of the Company. As at the date of this announcement, Mr. Yao Jianhui ("Mr. Yao") is an executive director and the chief executive officer of GSFG and an executive director of the Company. He is also a controlling shareholder (as defined in the Listing Rules) of each of the Company and GSFG. Therefore, the Placing Agent is a connected person of the Company and also an associate (as defined in the Listing Rules) of Mr. Yao. Accordingly, the engagement of the Placing Agent in consideration of placing commission under the Placing Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules.
Pursuant to Rule 14A.81 of the Listing Rules, the Placing commission under the Placing Agreement shall be aggregated with the previous placing commission paid to the Placing Agent within a 12-month period. As all of the applicable percentage ratios for the aggregate placing commission within the 12-month period are less than 5% and the aggregate amount is less than HK$3,000,000, the connected transaction is fully exempted from the reporting, announcement, circular and independent Shareholders' approval requirements under Rule 14A.76 of the Listing Rules.
THE PLACING AGREEMENT
Date
18 March 2021 (after trading hours)
Issuer
The Company
Placing Agent
Glory Sun Securities Limited
The Placing Agent has conditionally agreed to place, on a best effort basis, up to 910,020,959 Placing Shares to not fewer than six Placees during the Placing Period at the Placing Price of HK$0.3 per Placing Share. The Company will pay a fixed placing commission of HK$450,000 to the Placing Agent. The commission rate was arrived at after arm's length negotiations between the Company and the Placing Agent with reference to the market rate. Having considered the size and terms of the Placing, the Directors (including the independent non-executive Directors) are of the view that the placing commission of HK$450,000 is fair and reasonable.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent, is an indirect non-wholly owned subsidiary of GSFG, a controlling shareholder of the Company. Mr. Yao is an executive director and the chief executive officer of GSFG and an executive director of the Company. He is also a controlling shareholder of each of the Company and GSFG, interested in (i) 3,146,858,700 Shares, representing approximately 69.16% of the total number of Shares in issue; and (ii) 14,839,411,600 GSFG Shares, representing approximately 47.28% of the total number of the GSFG Shares in issue as at the date of this announcement. Therefore, the Placing Agent is a connected person of the Company and also an associate of Mr. Yao.
Placees
The Placing Agent has conditionally agreed to place, on a best effort basis, the Placing Shares to not fewer than six Placees who will be institutional, professional and/or private investors at the Placing Price. Each of the Placees and (where applicable) their respective ultimate beneficial owner(s) shall be third parties independent of and not connected with each of GSFG, the Company and their respective connected person(s), and that each of the Placees is not acting in concert (as defined under the Takeovers Code) with the Company, GSFG and/ or any of their respective connected person(s) in relation to the control of the Company. It is expected that none of the Placees will become a substantial Shareholder of the Company (as defined under the Listing Rules) immediately upon completion of the Placing.
Number of Placing Shares
The maximum number of 910,020,959 Placing Shares represent (i) approximately 20% of the issued share capital of the Company as at the date of this announcement; and (ii) assuming the Placing Shares are fully placed under the Placing, approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming there is no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, other than the issue by the Company of the Placing Shares).
Placing Price
Based on the closing price of the Shares of HK$0.285 per Share on 18 March 2021, the date of the Placing Agreement, the Placing Shares have a market value of approximately HK$259,360,000. The aggregate nominal value of the Placing Shares is approximately HK$45,501,048.
The Placing Price of HK$0.3 per Placing Share represents:
(i) a premium of approximately 5.26% to the closing price of HK$0.285 per Share as quoted on the Stock Exchange on 18 March 2021, being the date of the Placing Agreement; and
(ii) a premium of approximately 4.17% to the average closing price of approximately HK$0.288 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement.
The Placing Price was determined after arm's length negotiations between the Company and the Placing Agent with reference to, among other matters, the prevailing market price of the Shares. The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and the Placing is in the interest of the Company and the Shareholders as a whole.
Condition(s) precedent to the Placing
The Placing is conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Placing Shares, and such listing and permission not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Placing Shares pursuant to the Placing Agreement.
In the event that the condition to the Placing is not fulfilled on or before the Long Stop Date (or such later date as may be agreed between the Company and the Placing Agent), the Placing will not proceed and the Placing Agreement, along with all rights and obligations of the Placing Agent and the Company thereunder will cease and terminate. Further, the Placing Agent and the Company shall have no obligations or liabilities to each other under the Placing, and neither the Company nor the Placing Agent shall have any claim against the other for costs, damages, compensation or otherwise arising under the Placing Agreement, save for antecedent breaches.
Completion of the Placing
Completion shall take place on the fifth Business Day, after all the conditions set out in the paragraph headed "Condition(s) precedent to the Placing" or such other date as the Company and the Placing Agent may agree.
Termination of the Placing
Notwithstanding anything contained in the Placing Agreement to the contrary, the Placing Agent shall be entitled by written notice to the Company given prior to 6:00 p.m. on the Business Day immediately proceeding the Completion Date to terminate the Placing Agreement if:
(i) any material adverse change in the financial position of the Company which in the reasonable opinion of the Placing Agent is material in the context of the Placing; or
(ii) the introduction of any new law or regulation or any change or development involving a prospective change in existing laws and regulations in any relevant jurisdiction which in the reasonable opinion of the Placing Agent has or is likely to have a material adverse effect on the financial position of the Company and/or of the Group as a whole; or
(iii) any moratorium, suspension or material restriction on trading in shares or securities generally on the Stock Exchange due to exceptional financial circumstances or otherwise at any time prior to the Completion Date; or
(iv) if there has come to the notice and in the reasonable opinion of the Placing Agent:
(a) any material breach of the representations and warranties provided by the Company; or
(b) any material breach of any of the obligations imposed upon the Company; or
(v)the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events or changes occurring or continuing before, on and/or after the date thereof and including an event or change in relation to or a development of an existing state of affairs) of a political, military, industrial, financial, economic or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, political, economic or stock market conditions,
then and in any such case, the Placing Agreement shall terminate and be of no further effect and neither party shall be under any liability to the other party in respect of the Placing Agreement, save for any antecedent breaches.
Ranking of the Placing Shares
The Placing Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themselves and with all other Shares in issue or to be issued by the Company on the date of allotment and issue of the Placing Shares.
General Mandate
The Placing Shares will be issued under the General Mandate granted to the Directors at the AGM, pursuant to which, the Directors have been authorized to exercise all the powers of the Company to allot, issue and otherwise deal with not exceeding 20% of the total number of the issued share capital of the Company as at the date of AGM, being up to 910,020,959 Shares. Since the date of AGM and up to the date of this announcement, no new Shares have been allotted and issued by the Company under the General Mandate.
The 910,020,959 Placing Shares constitute approximately 100% of the General Mandate. Accordingly, the General Mandate is sufficient for the allotment and issue of the Placing Shares and the issue of the Placing Shares is not subject to any additional approval of the Shareholders.
Application for Listing
An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.
Fund Raising Activities of the Company during the Past Twelve Months
The Company has not carried out any equity fund raising activity during the past twelve months immediately proceding the date of this announcement.
EFFECT OF THE SHAREHOLDING STRUCTURE OF THE COMPANY
As at the date of this announcement, the Company has 4,550,104,797 Shares in issue. The table below sets out the shareholding structure of the Company (i) as at the date of this announcement and (ii) upon Completion of the Placing Shares, assuming that there will be no change in the total number of Shares in issue (other than the issue of the Placing Shares) between the date of this announcement and Completion:
Shareholders
GSFG Concert Group | ||
Hong Kong Bao Xin Asset | ||
Management Limited (Note 1) | 3,124,415,652 | 68.67 |
Glory Sun Securities Limited | ||
(Note 1) | 21,129,048 | 0.46 |
Mr. Yao Jianhui (Note 2) | 1,314,000 | 0.03 |
Mr. Li Minbin (Note 3) | 306,500 | 0.01 |
Mr. Zhang Chi (Note 4) | 1,220,000 | 0.03 |
Sub-total of the GSFG | ||
Concert Group | 3,148,385,200 | 69.19 |
Mr. Zhang Xiaodong (Note 5) | 675,000 | 0.01 |
Placees | - | - |
Other Public Shareholders | 1,401,044,597 | 30.79 |
Total | 4,550,104,797 | 100.00 |
Notes: |
At the date of this announcement | ||
No. of Shares Approximate % | No. of Shares | Approximate % |
3,124,415,652 | 57.22 | |
21,129,048 | 0.39 | |
1,314,000 | 0.02 | |
306,500 | 0.01 | |
1,220,000 | 0.02 | |
3,148,385,200 | 57.66 | |
675,000 | 0.01 | |
910,020,959 | 16.67 | |
1,401,044,597 | 25.66 | |
5,460,125,756 | 100.00 |
Immediately after the Completion
1. Hong Kong Bao Xin Asset Management Limited is a wholly-owned subsidiary of GSFG and Glory Sun Securities Limited is a non-wholly owned subsidiary of GSFG in which GSFG holds 89.94% effective interest. GSFG is deemed to be interested in all the Shares held by Hong Kong Bao Xin Asset Management Limited and Glory Sun Securities Limited by virtue of the SFO.
2. Mr. Yao Jianhui is an executive director and the chairman of the Company and is also an executive director, the chairman and chief executive officer of GSFG. He is also a controlling shareholder (as defined under the Listing Rules) of GSFG. He is deemed to be interested in all the Shares held by GSFG by virtue of the SFO.
3. Mr. Li Minbin is an executive director of GSFG.
4. Mr. Zhang Chi is a non-executive director of GSFG.
5. Mr. Zhang Xiaodong is an executive Director of the Company.
6. The aggregate of the percentage figures in the table above may not add up to the relevant sub-total or total percentage figures shown due to rounding of the percentage figures to two decimal places. Percentages may not add up to 100% due to rounding.
REASONS FOR THE PLACING AND USE OF PROCEEDS
The Company is an investment holding company. The principal activities of the Group are (i) property development and property investment in the PRC including sales and leasing of properties; (ii) logistics trade and supply chain management; (iii) development of cultural sports in the PRC including a yacht club, a training centre and a golf practising course; and (iv) securities investment.
GSFG is an investment holding company. The GSFG Group is principally engaged in financial services, property investment and development, automation, securities investment, logistics trade and supply chain management, yacht club and training centre.
The Placing Agent, an indirect non-wholly owned subsidiary of GSFG, is engaged in the provision of securities brokerage and margin financing business.
On the basis that the maximum number of 910,020,959 Placing Shares will be placed in full, the gross proceeds from the Placing and the net proceeds (after deducting the placing commission and other related expenses and professional fees from the Placing) will amount to approximately HK$273,000,000 and approximately HK$272,460,000 respectively. The net price of each Placing Share will be approximately HK$0.299.
The Company intends to apply the net proceeds from the Placing wholly for financing the general working capital of the Group. The Directors consider that the net proceeds from the Placing will meet the financial needs of the Group. Further, the Placing offers a good opportunity to raise funds to strengthen the financial position of the Company, provide the Group with working capital to meet any future development and obligations, and broaden its Shareholder base and capital base.
The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
Shareholders and potential investors should note that the Placing is subject to the fulfilment of the condition under the Placing Agreement as set out in the section headed "Condition(s) precedent to the Placing". As the Placing may or may not proceed to Completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
CONNECTED TRANSACTION IN RELATION TO THE APPOINTMENT OF THE PLACING AGENT
The Placing Agent is an indirect non-wholly owned subsidiary of GSFG, a controlling shareholder of the Company. As at the date of this announcement, Mr. Yao is an executive director and the chief executive officer of GSFG and an executive director of the Company. He is also a controlling shareholder of each of the Company and GSFG, interested in (i) 3,146,858,700 Shares, representing approximately 69.16% of the total number of Shares in issue; and (ii) 14,839,411,600 GSFG Shares, representing approximately 47.28% of the total number of the GSFG Shares in issue as at the date of this announcement. Therefore, the Placing Agent is a connected person of the Company and also an associate of Mr. Yao. Accordingly, the engagement of the Placing Agent in consideration of placing commission under the Placing Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules.
Pursuant to Rule 14A.81 of the Listing Rules, the Placing commission under the Placing Agreement shall be aggregated with the previous placing commission paid to the Placing Agent within a 12-month period. As all of the applicable percentage ratios for the aggregate placing commission within the 12-month period are less than 5% and the aggregate amount is less than HK$3,000,000, the connected transaction is fully exempted from the reporting, announcement, circular and independent Shareholders' approval requirements under Rule 14A.76 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them below:
"AGM" | the annual general meeting of the Company held on 2 June |
2020 | |
"associate(s)" | has the meaning ascribed thereto in the Listing Rules |
"Board" | the board of Directors |
"Business Day" | means any day (other than a Saturday) on which banks are |
open for business in Hong Kong | |
"Company" | Glory Sun Land Group Limited, a limited liability company |
incorporated in the Cayman Islands and whose shares are | |
listed on the main board of the Stock Exchange (Stock Code: | |
299) | |
"Completion" | completion of the Placing in accordance with the terms and |
conditions of the Placing Agreement | |
"Completion Date" | a date on which Completion takes place |
"connected person(s)" | has the meaning ascribed thereto in the Listing Rules and |
"connected" shall be construed accordingly |
"Director(s)" | Director(s) of the Company |
"General Mandate" | the general mandate granted to the Directors pursuant to |
an ordinary resolution of the Company passed at the AGM | |
to allot, issue and otherwise deal with not exceeding 20% | |
of the total number of the entire issued share capital of the | |
Company as at the date of the AGM | |
"Group" | the Company and its subsidiaries |
"GSFG" | Glory Sun Financial Group Limited, a company incorporated |
in the Cayman Islands with limited liability and the shares | |
of which are listed on the main board of the Stock Exchange | |
(Stock Code: 1282) | |
"GSFG Concert Group" | GSFG and parties acting in concert with it, including without |
limitation GSFG and its subsidiaries, Mr. Yao Jianhui, Mr. | |
Li Minbin and Mr. Zhang Chi | |
"GSFG Group" | GSFG and its subsidiaries |
"GSFG Share(s)" | ordinary share(s) of HK$0.10 each in the share capital of the |
GSFG | |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Listing Committee" | the listing sub-committee of the Stock Exchange |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Long Stop Date" | 8 April 2021, or such other date as agreed by the Company |
and the Placing Agent | |
"Placee(s)" | any professional, institutional and other investor whom |
the Placing Agent has procured to subscribe for any of the | |
Placing Shares pursuant to the Placing Agreement | |
"Placing" | the placing of up to 910,020,959 Placing Shares to the |
Placees at the Placing Price pursuant to the terms and | |
conditions of the Placing Agreement | |
"Placing Agent" | Glory Sun Securities Limited |
"Placing Agreement" | the placing agreement entered into between the Company |
and the Placing Agent dated 18 March 2021 in relation to the | |
Placing | |
"Placing Period" | the period commencing upon the execution of the Placing |
Agreement and terminating on 8 April 2021 (or such later | |
time and date as the Company and the Placing Agent may | |
agree in writing) | |
"Placing Price" | HK$0.3 per Placing Share |
"Placing Shares" | maximum of 910,020,959 new Shares to be issued by the |
Company under the General Mandate and to be placed | |
pursuant to the Placing Agreement | |
"PRC" | the People's Republic of China which, for the purpose |
of this announcement, excludes the Hong Kong Special | |
Administrative Region of the PRC, the Macau Special | |
Administrative Region of the PRC and Taiwan | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) | |
"Share(s)" | ordinary share(s) of HK$0.05 each in the share capital of the |
Company | |
"Shareholder(s)" | holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"subsidiary" or "subsidiaries" | has the meaning ascribed to it under the Listing Rules |
"Takeovers Code" | The Codes on Takeovers and Mergers and Share Buy-backs |
issued by the Securities and Futures Commission of Hong | |
Kong | |
"%" | per cent. |
Hong Kong, 18 March 2021 |
By Order of the Board of Glory Sun Land Group Limited
Yao Jianhui Chairman
As at the date of this announcement, the Company's executive directors are Mr. Yao Jianhui, Mr. Zhang Xiaodong and Ms. Xia Lingjie; the non-executive director is Ms. Zhan Yushan; and the independent non-executive directors are Ms. He Suying, Dr. Tang Lai Wah and Mr. Wong
Chun Bong.
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New Sports Group Limited published this content on 18 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2021 12:37:04 UTC.
