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狮腾控股(02562):特殊目的收购公司并购交易完成

Lion Rock Holdings (02562): Special purpose acquisition company acquisition trade completed.

Zhitong Finance ·  Oct 30, 2024 08:40

Shiteng Holdings (02562) issued an announcement. Since the delivery conditions under the business merger agreement have been met, the delivery was completed on 20...

According to the Zhitong Finance App, Shiteng Holdings (02562) issued an announcement. Since the delivery conditions under the business merger agreement have been met, the delivery was carried out at 8 a.m. on October 30, 2024.

A merger notice confirming the merger was received from the Accounting and Corporate Regulatory Authority of Singapore on October 30, 2024. According to the merger, Merger Sub merged with the target company and continued to exist as a single company at the effective time. Since then, Merger Sub no longer exists alone. The target company became the surviving company under the merger and continues as a direct wholly-owned subsidiary of BVI Co under its current name, while BVI Co remains a direct wholly-owned subsidiary of the company.

According to the resolution passed by shareholders at the Extraordinary General Meeting of Shareholders held on October 25, 2024, at the effective time, (a) 25.0125 million shares of the sponsor were converted to 25.0125 million shares of the successor company; (b) 3.94 million shares of the special purpose acquisition company (not subject to share redemption restrictions) have been re-designated as 3.94 million shares to inherit the company's shares; (c) the price of 0.35 billion shares has been issued in accordance with the terms of the business merger agreement Shareholders of the target company; (d) 55.124 million shares of PIPE Investments have been issued to PIPE investors in accordance with the terms of the PIPE Investment Agreement; (e) 0.08 million shares of authorized equity financing shares have been issued to authorized equity financing undertakers in accordance with the terms of the placement agreement.

According to the business merger agreement, Dr. Norman Chen, Ms. Zeng Jingxuan, Dr. Huang Shuya, Mr. Zeng Qingchun, Mr. Xu Zhaozhong, Mr. Huang Sihao, Professor Deng Huiqiong, and Mr. Zhang Xiaowei have resigned as directors, effective at the time of delivery.

According to the resolution passed by shareholders at the special shareholders' meeting held on October 25, 2024, immediately following the settlement, (a) Mr. Li Xuping and Ms. Dai Kexin have been appointed as directors of the executive succession company; (b) Ms. Pan Nanqi, Mr. Zhang Tiandan and Mr. Jin Qin have been appointed as directors of the non-executive succession company; (c) Mr. Selva Bryan Ratnam, Mr. Chow Andrew Heng Cheong and Mr. Xie Weiting have been appointed as directors of the independent non-executive succession company.

According to Rule 3.05 of the Listing Rules, Dr. Huang Shuya and Mr. Li Zhongcheng have ceased to act as authorized representatives, effective after delivery.

Following the settlement, Mr. Li Xuping and Ms. Pan Nanqi will act as authorized representatives of the successor company in accordance with section 3.05 of the listing rules, while Mr. Li Zhongcheng will act as replacement authorized representatives for Mr. Li Xuping and Ms. Pan Nanqi.

According to Part 16 of the Companies Ordinance, Dr. Huang Shuya has also resigned as the authorized representative of the successor company, effective from October 30, 2024. According to Part 16 of the Company Regulations, Mr. Li Zhongcheng will continue to be the authorized representative of the successor company.

KPMG has been the company's auditor since the company was incorporated until settlement. However, since Deloitte & Touche LLP is the current auditor of the target company, the board of directors believes that it is in the company's interest to appoint Deloitte & Touche LLP as the company's auditor after delivery, in order to unify the audit work and improve the efficiency of the group's audit services. As a result, in accordance with the business merger agreement, KPMG has resigned as the company's auditor, effective after delivery.

According to the resolution passed by shareholders at the special shareholders' meeting held on October 25, 2024, Deloitte & Touche LLP was appointed as the company's new auditor immediately after delivery. The appointment took effect immediately after the delivery, and will serve until the end of the next annual general meeting of shareholders of the company.

According to the resolution passed by shareholders at the special shareholders' meeting held on October 25, 2024, the English name of the company has been changed from “HK Acquisition Corporation” to “Synagistics Limited”, and the Chinese name of the company has been changed from “Hong Kong Huide Acquisition Company” to “Shiteng Holdings Limited”, effective from the effective time.

After delivery, the shares of the successor company and the successor company's special purpose acquisition company warrants will begin trading on the Stock Exchange at 9:00 a.m. on October 30, 2024 (Hong Kong time).

The shares of the successor company will be traded on the Stock Exchange according to the trading unit of 500 shares of the successor company. The stock code is 2562, and the English and Chinese stock abbreviations are “SYNAGISTICS” and “Shiteng Holdings” respectively. The successor company's special purpose acquisition company warrants will be traded on the Stock Exchange according to each lot's 11,500 special purpose acquisition company warrants. The warrant code is 2461, and the English and Chinese warrants abbreviations are “SYNAGISTICS W29” and “Shiteng Holdings 29” respectively.

Disclaimer: This content is for informational and educational purposes only and does not constitute a recommendation or endorsement of any specific investment or investment strategy. Read more
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