于计划生效后，所有计划股份将被注销及剔除(并向要约人配发及发行数目相同入账列作缴足的新股份)，且被注销及剔除的计划股份的股票此后不再具有作为所有权文件或证据的效力。公司将根据上市规则第6.15(2)条申请撤销股份于联交所的上市地位，并于生效日期后在切实可行情况下尽快生效。Lifestyle Chi (02136.HK) announced on December 6 that Fortune Spirit Group Limited, the tenderer, jointly announced with the company that on December 2, 2024, the tenderer requested the board of directors to submit a proposal to plan shareholders in a planned manner (i.e. pursuant to the arrangement under Article 86 of the Cayman Companies Act) to privatize the company. The proposal involves (i) cancellation and removal of plan shares, and payment of a cancellation price in cash to plan shareholders on the plan record date for each cancelled and removed plan share; (ii) by issuing new shares to the tenderer in the number equal to the cancelled and removed plan shares, and using the proceeds generated from the cancellation and removal of plan shares in the company's books for full accounting to maintain the company's issued share capital synchronously with the amount prior to the cancellation and removal of plan shares; and (iii) delisting the shares from the stock exchange.
According to the proposal, if approved and implemented, the plan shares will be canceled and removed, and as consideration, each plan shareholder on the plan record date will have the right to receive a cash cancellation price of HK$0.913 for each cancelled and removed plan share. Based on the cancellation price of HK$0.913 per plan share and the 367,408,208 plan shares already issued as of the date of this joint announcement, and assuming no further issuance of shares until the plan record date or before, the cash amount required to implement the proposal is approximately HK$335,443,693.90.
An Independent Directors Committee composed of non-executive directors and all independent non-executive directors (Chen Chuling, Cheung Mei Yim, Cheung Yuet Man, and Lam Kwong Wai) has been established by the board of directors to provide opinions to independent shareholders on the fairness and reasonableness of the proposal and plan, as well as to vote in favor of the plan at a court meeting and vote in favor of resolutions related to the implementation of the proposal at the shareholders' meeting.
After the plan becomes effective, all plan shares will be canceled and removed (and new shares in the same number will be issued and recorded as fully paid to the tenderer), and the shares of the canceled and removed plan shares will no longer have the effect of ownership documents or evidence. The company will apply for the delisting of shares from the stock exchange in accordance with Listing Rule 6.15(2), and will take effect as soon as possible after the effective date where practicable.
The company has applied to the stock exchange to resume trading of shares on the stock exchange from 9:00 a.m. on December 9, 2024.
