Gelong Hui on October 9?The Imperial Seal Group (08300.HK) announced that the board of directors was informed by shareholders that on September 29th, 2023:
(I) offerorTiandun investmentEnter into a sale and purchase agreement (as buyer) with the selling shareholder (as seller) 1, whereby the selling shareholder agrees to sell and the offeror agrees to acquire the shares for sale (that is, a total of 1.729 billion shares, accounting for approximately 65.42% of the total issued share capital of the company as at the date of the joint announcement) at a total consideration of HK $55.3421 million, equivalent to HK $0.032 per share for sale; and
(ii)Jiang WanwenEnter into a sale and purchase agreement (as buyer) with Fortune Round (as seller) 2, under which Fortune Round agrees to sellJiang WanwenAgreed to acquire the full legal beneficial ownership and interests of the shares for sale (i.e. a total of 250 million shares, accounting for approximately 9.46 per cent of the total issued share capital of the company as at the date of the joint announcement) at a total consideration of HK $8 million, equivalent to HK $0.032 per share for sale.
The offeror in accordance with the Sale and purchase Agreement 1 on the completion date (i.e. October 3, 2023)Pay the full consideration to the selling shareholders in cash.Jiang WanwenThe full consideration will also be paid to FortuneRound in cash in accordance with the Sale and purchase Agreement 2 on the completion date (i.e. 3 October 2023).
Immediately after completion and on the date of joint announcement, the offeror, the ultimate beneficial owner of the offeror (i.e.Zhou Feng) and any of those who act in concert (includingJiang WanwenHold a total of 2.128 billion shares (includingZhou Feng149 million shares held, 1.729 billion shares held by the offeror andJiang WanwenThe 250 million shares held) account for about 80.52% of the total issued share capital of the company.
In accordance with rules 26.1 and 13.5 of the Takeovers Code, upon completion, the offeror is required to make a mandatory and unconditional cash offer at a price of0.032 Hong Kong dollars, compared withThe closing price of the shares was discounted by about 81.92% on the last trading day.
It is reported that the offeror is a limited company incorporated in the British Virgin Islands on July 11, 2023 for the purpose of holding shares. On the date of joint announcement, the offeror shall beZhou FengLegal beneficial wholly-owned ownershipZhou FengHe is also the sole director of the offeror.
Jiang WanwenHas more than 15 years experience in the trading of listed securities in Hong Kong. Immediately before completionJiang WanwenDoes not hold any interest in shares. The other gainsZhou Feng(as the ultimate beneficial owner of the offeror, the buyer of the Sale and purchase Agreement 1 andJiang WanwenInvite an investment company.
In addition, the company has applied to the Stock Exchange for the resumption of share trading with effect from 09:00 on Tuesday, October 10, 2023.