SMARTAC INTERNATIONAL HOLDINGS LIMITED The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(formerly known as Sino Dragon New Energy Holdings Limited 中國龍新能源控股有限公司*) (Incorporated in the Cayman Islands with limited liability)
(Stock code: 395) ANNOUNCEMENT PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE TO ISSUE AND ALLOT SHARES PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE TO ISSUE AND ALLOT SHARES
In order to allow financial flexibility for the Company to raise further funds for its future business development and expansion, the Board proposes to refresh the Existing General Mandate for the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of such resolution. As the proposed refreshment of the Existing General Mandate is being made prior to the Company's next annual general meeting, pursuant to Rule
13.36(4) of the Listing Rules, the refreshment of the Existing General Mandate will be subject to the Independent Shareholders' approval by way of an ordinary resolution
at the EGM.
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GENERAL
The Independent Board Committee will be established to advise the Independent Shareholders on the proposed refreshment of the Existing General Mandate. The Company will appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the proposed refreshment of the Existing General Mandate.
An EGM will be held to consider and, if thought fit, passing the ordinary resolution to refresh the Existing General Mandate. A circular containing, among others, information regarding the proposed refreshment of the Existing General Mandate, advice from the Independent Board Committee and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed refreshment of the Existing General Mandate, and a notice of EGM to
the Shareholders is expected to be dispatched to the Shareholders as soon as possible.
At the annual general meeting of the Company held on 19 May 2014, the Shareholders approved, among other things, ordinary resolutions to approve the Existing General Mandate. As at the date of passing of such resolution, there were a total of 2,806,947,850 Shares in issue and the Directors were authorized to issue and allot 20% of the issued Shares, being 561,389,570 Shares under the Existing General Mandate.
On 16 July 2014, the Company completed an issuance of 260,000,000 new Shares to a subscriber at the subscription price of HK$0.31 per Share. The subscriber is Mr. Yang Xin Min, an executive Director and the chairman of the Board. Upon the completion of the subscription, the issued share capital of the Company has been enlarged from 2,806,947,850 Shares to 3,066,947,850 Shares.
On 23 December 2014, the Company completed a placing of 300,000,000 new Shares. Upon the completion of the placing, the issued share capital of the Company has been enlarged from 3,066,947,850 Shares to 3,366,947,850 Shares as at the date of this announcement.
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The Existing General Mandate has almost been fully utilized between the period from the grant of the Existing General Mandate to the date of this announcement. As at the date of this announcement, the Company has not made any refreshment of the Existing General Mandate since the annual general meeting of the Company held on
19 May 2014.
In order to allow financial flexibility for the Company to raise further finds for its future business development and expansion, the Board proposes to refresh the Existing General Mandate for the Directors to allot and issue new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of such resolution by Shareholders. Subject to the passing of the ordinary resolution for the approval of the refreshment of the Existing General Mandate and on the basis that no further Shares are issued and/or repurchased by the Company up to the date of the EGM, the Company would be allowed under the refreshed Existing General Mandate to issue and allot up to 673,389,570 Shares, being 20% of the Shares in issue as at the date of this announcement.
As the proposed refreshment of the Existing General Mandate is being made prior to the Company's next annual general meeting, pursuant to Rule 13.36(4) of the Listing Rules, refreshment of the Existing General Mandate will be subject to the Independent Shareholders' approval by way of an ordinary resolution at the EGM at which any of the controlling Shareholders and their associates, or where there are no controlling Shareholders, all Directors (excluding independent non-executive Directors) and the chief executive and their respective associates shall abstain from voting in favour of the resolution approving the refreshment of the Existing General Mandate. As at the date of this announcement, the Company has no controlling Shareholders. Mr. Yang Xin Min, Mr. Kwan Che Hang Jason as executive Directors, Mr. Wang Jia Wei as non-executive Director with shareholding interest in the Company, together with their respective associates are required to abstain from voting in favour of the resolution approving the refreshment of the Existing General Mandate.
The Independent Board Committee will be established to advise the Independent Shareholders on the proposed refreshment of the Existing General Mandate. The Company will appoint an independent financial adviser to advise the Independent
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Board Committee and the Independent Shareholders on the proposed refreshment of the Existing General Mandate.
An EGM will be held to consider and, if thought fit, passing the ordinary resolution to refresh the Existing General Mandate. A circular containing, among others, information regarding the proposed refreshment of the Existing General Mandate, advice from the Independent Board Committee and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed refreshment of the Existing General Mandate, and a notice of EGM to the Shareholders is expected to be dispatched to the Shareholders as soon as practicable.
In this Announcement, unless the context otherwise requires, the following expressions have the following meanings:-
"associates" | has the meaning ascribed thereto under the Listing Rules |
"Board" | the board of Directors |
"Company" | Smartac Group China Holdings Limited, formerly known as Sino Dragon New Energy Holdings Limited, a company incorporated in Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (Stock code: 0395) |
"Directors" | the directors of the Company |
"EGM" | the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the refreshment of the Existing General Mandate |
"Existing General Mandate" | the general mandate granted at the annual general meeting of the Company held on 19 May 2014 to the Directors by the Shareholders to allot, issue and deal with up to 561,389,570 Shares |
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"Hong Kong" | Hong Kong Special Administrative Region of the People's Republic of China |
"Independent Board Committee" | an independent committee of the Board established by only and all the independent non-executive Directors of the Company to advise the independent Shareholders in respect of the refreshment of the Existing General Mandate |
"Independent Shareholders" | any Shareholders other than controlling Shareholders of the Company and their associates or, where there are no controlling Shareholders, any Shareholders other than Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"Share(s) " | ordinary share(s) of HK$0.05 each in the share capital of the Company |
"Shareholders" | shareholders of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
Hong Kong, 13 January 2015
By order of the Board
Chairman
As at the date of this announcement, the Directors are Mr. Yang Xin Min, Ms Huang Yue Qin and Mr. Kwan Che Hang Jason as executive Directors, Mr. Wang Jia Wei as non-executive Director and Dr. Cheng Faat Ting Gary, Mr. Poon Lai Yin Michael and Mr. Yang Wei Qing as independent non-executive Directors.
*For identification purposes only
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