00653 卓悦控股 展示文件：5. 重大合约(iv)
THIS AGREMENT is dated the 12
th
day of November 2024 and made
BETWEN:
- , a company incorporated in the Cayman Islands
whose registered ofice is at Windward 3, Regata Ofice Park, P.O. Box 1350, Grand
Cayman, KY1-1108, Cayman Islands (the “Company”); and
- , holder of Hong Kong permanent resident card number
K953592(6), whose corespondence adres is at 12/F., Bonjour Tower, No. 36-50
Wang Wo Tsai Stret, Tsuen Wan, Hong Kong (the “Subscriber”).
WHEREAS:
(A) The Company is listed on the Main Board of The Stock Exchange of Hong Kong
Limited (stock code: 653). As at the date of this Agrement, the Company has an
authorised share capital of HK$100,000,000 divided into 500,000,000 Shares, of which
237,715,799 Shares have ben isued and are fuly paid up.
(B) As at the date of this Agrement, the Subscriber is the chairman of the board of
directors of the Company, an executive director of the Company, and the controling
shareholder of the Company who beneficialy owns 125,297,293 Shares, representing
aproximately 52.71% of the isued share capital of the Company, and hence a
conected person of the Company under Chapter 14A of the Listing Rules.
(C) On 1 September 2023, the Company and the Subscriber entered into a loan agrement
(the “Loan Agrement”), pursuant to which the Subscriber agred to provide the
Shareholder’s Loans to the Group from time to time for the purpose of financing its
general working capital requirement, subject to a limit of HK$100,000,000. The
Shareholder’s Loans have a maturity date of 31 March 2025, are unsecured and bear
interest of 2.75% per anum.
(D) The outstanding principal amount and acrued interest of the Shareholder’s Loans
amounted to aproximately HK$74,585,484 as at the date of this Agrement.
(E) The Company and the Subscriber intend to convert part of the Shareholder’s Loans into
the share capital of the Company by aplying the indebted amount of HK$33,180,000
under the Shareholder’s Loans (the “Partial Repayment Amount”) in payment of, by
way of seting of, the Subscription Price (as defined below) for the Subscription Shares
(as defined below) credited as fuly paid to the Subscriber as partial setlement of the
outstanding principal amount and acrued interest under the Shareholder’s Loans due
to the Subscriber (the “Capitalisation”). Acordingly, the Company intends to isue
and the Subscriber intends to subscribe, or procure it nomine(s) to subscribe, the
Subscription Shares, on the terms and subject to the conditions set out in this
Agrement.
(F) Upon Completion (as defined below), asuming no further Shareholder’s Loans wil be
provided by the Subscriber to the Group, the total indebted amount under the
Shareholder’s Loans (comprising of outstanding principal amount and acrued interest)
wil be reduced to aproximately HK$41,405,484.
(G) Aplication shal be made to the Stock Exchange for the listing of, and permision to
deal in, the Subscription Shares.
IT IS HEREBY AGRED:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agrement (including the Recitals above), the folowing expresions shal,
unles the context requires otherwise, have the folowing meanings:
“Busines Day(s)” any day (excluding Saturday, Saturday and public
holidays) on which banks generaly open for busines
in Hong Kong;
“Capitalisation” has the meaning ascribed to it in Recital (D) of this
Agrement;
“Capital Reduction” the reduction of the isued share capital of the
Company by way of a reduction of the par value of
each isued Share from HK$0.20 to HK$0.01 by a
cancelation of the paid up share capital to the extent of
HK$0.19 per isued Share, which was aproved at the
extraordinary general meting of the Company held on
30 September 2024 and is expected to become
efective on 30 December 2024
“Capital Reorganisation” the Share Consolidation, the Capital Reduction and the
Sub-division
“Completion” completion of this Agrement;
“Completion Date” the third Busines Day after the date on which the last
of the conditions set out in Clause 3.1 shal have ben
fulfiled or waived (as the case may be) (or such other
date as the parties may agre in writing);
“Ded of Setlement” the ded of setlement to be entered into betwen the
Company and the Subscriber for the release and
discharge of the Company’s repayment obligation for
the Partial Repayment Amount of HK$33,180,000
under the Shareholder’s Loans upon Completion in the
agred form;
“Group” colectively, the Company and its subsidiaries;
“Independent Shareholders” shareholders of the Company who are not required
under the Listing Rules to abstain from voting on the
resolution(s) aproving this Agrement and the
transactions contemplated hereunder;
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China;
“Listing Comite” the Listing Comite of the Stock Exchange;
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange;
“Loan Agrement” has the meaning ascribed to it in Recital (C) of this
Agrement;
“Long Stop Date” 31 December 2024, or such other date as the Parties
may agre in writing;
“Partial Repayment Amount” has the meaning ascribed to it in Recital (E) of this
Agrement;
“Party” a named party to this Agrement and its sucesors and
permited asigns;
“SFC” the Securities and Futures Comision of Hong Kong;
“Shares” ordinary shares of HK$0.20 each in the capital of the
Company;
“Share Consolidation” the consolidation of every twenty (20) isued and
authorised but unisued shares of HK$0.01 each into
one (1) Share of HK$0.20, which was aproved at the
extraordinary general meting of the Company held on
30 September 2024 and had become efective on 3
October 2024
“Shareholder’s Loans” the unsecured shareholder’s loans provided by the
Subscriber to the Group pursuant to the Loan Agrement
from time to time for the purpose of financing its general
working capital requirement, subject to a limit of
HK$100,000,000, with a maturity date of 31 March
2025 and bearing interest at 2.75% per anum, the total
indebted amount (consisting of outstanding principal
amount and acrued interest) of which amounted to
aproximately HK$74,585,484 as at the date of this
Agrement;
“Specific Mandate” the specific mandate to be granted by the Independent
Shareholders to authorise the directors of the Company
for the alotment and isue of the Subscription Shares;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Sub-division” the sub-division of each authorised but unisued Share
of HK$0.20 into twenty (20) authorised but unisued
new shares of HK$0.01 each, which was aproved at
the extraordinary general meting of the Company
held on 30 September 2024 and is expected to become
efective on 30 December 2024
“Subscription” the subscription by the Subscriber for the Subscription
Shares on the terms and subject to the conditions set
out in this Agrement;
“Subscription
Anouncement”
the anouncement proposed to be isued by the
Company in respect of this Agrement imediately
folowing the execution of this Agrement in the
agred form;
“Subscription Price” HK$0.158 per Subscription Share;
“Subscription Shares” 210,000,000 Shares, representing aproximately
88.34% of the existing isued share capital of the
Company and aproximately 46.90% of the enlarged
isued share capital of the Company after completion
of the Subscription; and
“HK$” Hong Kong dolar, the lawful curency of Hong Kong.
1.2 Any reference to a document being “in the agred form” means in the form of the
document or the draft thereof signed for identification on behalf of the Subscriber and
the Company with (in the case of a draft) such alterations (if any) as may be agred
betwen the Subscriber and the Company.
1.3 Save as otherwise expresly stated herein, references to any statute, statutory provision
or the Listing Rules includes a reference to that statute, statutory provision or the
Listing Rules as from time to time amended, extended or re-enacted.
1.4 In this Agrement, references to:
(a) “Recitals” and “Clauses” are to recitals and clauses of this Agrement;
(b) the singular includes the plural and vice versa;
(c) words importing gender or the neuter include both genders and the neuter; and
(d) persons include bodies corporate or unincorporate.
1.5 Headings are for convenience only and shal not afect the interpretation of this
Agrement.
2. PARTIAL CAPITALISATION OF SHAREHOLDER’S LOANS AND
SUBSCRIPTION
2.1 The Company and the Subscriber hereby agre to convert part of the Shareholder’s
Loans into the share capital of the Company by aplying the Partial Repayment
Amount of HK$33,180,000 in payment of, by way of seting of, the Subscription Price
for the Subscription Shares credited as fuly paid to the Subscriber in partial setlement
of the outstanding principal amount and acrued interest under the Shareholder’s Loans
due to the Subscriber. Upon Completion, the amount of HK$33,180,000 under the
Shareholder’s Loans shal be demed to have ben repaid. For the avoidance of doubt,
at Completion, asuming no further Shareholder’s Loans wil be provided by the
Subscriber to the Group, the total indebted amount under the Shareholder’s Loans
(comprising of outstanding principal amount and acrued interest) wil be reduced from
aproximately HK$74,585,484 to aproximately HK$41,405,484.
2.2 The Subscriber hereby agres to subscribe, or procure its nomine(s) to subscribe, and
the Company hereby agres to isue, the Subscription Shares at the Subscription Price,
fre from al liens, charges, security interests, encumbrances and adverse claims on the
Completion Date on the terms and subject to the conditions set out in this Agrement.
2.3 The Company hereby agres that the Subscription Shares shal, upon alotment and
isue, rank pari pasu in al respects with the other Shares in isue on the Completion
Date including the rights to al dividends and other distributions declared, made or paid
at any time on or after the Completion Date.
3. CONDITIONS
3.1 Completion of this Agrement is conditional upon:
(a) the Capital Reorganisation becoming efective;
(b) the pasing by the board of directors of the Company of al necesary
resolutions for aproving this Agrement, the Capitalisation, the alotment and
isue of the Subscription Shares and other transactions contemplated hereunder;
(c) the pasing by the Independent Shareholders, as required under the Listing
Rules, of al necesary resolutions at an extraordinary general meting(s) of the
Company aproving this Agrement, the Capitalisation, the alotment and isue
of the Subscription Shares and the transactions contemplated hereunder
(including but not limited to the grant of the Specific Mandate);
(d) the Listing Comite of the Stock Exchange having granted the aproval for
the listing of and permision to deal in the Subscription Shares and such
aproval and permision having not subsequently ben revoked prior to the
comencement of dealings in the Subscription Shares on the Stock Exchange;
(e) the alotment, isue and subscription of the Subscription Shares not being
prohibited by any statute, order, rule, regulation, ruling, directive or request
promulgated or isued after the date of the Subscription Agrement by any
legislative, executive or regulatory body or authority (including the Stock
Exchange and the SFC) which is aplicable to the Company;
(f) the representations and waranties set out in Clause 6.1 remaining true and
acurate in al material respects and not misleading in any material respect as at the
Completion Date; and
(g) al necesary consents and aprovals required to be obtained on the part of the
Company in respect of this Agrement, the Loan Capitalisation, the alotment
and isue of the Subscription Shares and the transactions contemplated
hereunder having ben obtained.
3.2 The Company shal each use its best endeavours to procure the fulfilment of the
conditions set out in Clause 3.1 and in particular, shal furnish such information, suply
such documents, pay such fes, give such undertakings and do al such acts and things
as may reasonably be required by each other and/or the Stock Exchange in conection
with the fulfilment of such conditions. The Company shal give the Subscriber no les
than thre (3) Busines Days’ prior writen notice of the Completion Date upon
fulfilment (or waiver, as the case may be) of the conditions set out in Clauses 3.1(b), (c),
and (g). The conditions set out in Clauses 3.1(a), (b), (c), (d), (e) and (g) are incapable
of being waived. The Subscriber may at any time by notice in writing to the Company
waive the condition set out in Clause 3.1(f).
3.3 If the conditions set out in Clause 3.1 are not fulfiled or (in the case of the conditions
set out in Clause 3.1(f) waived by the Subscriber in writing on or before the Long Stop
Date, this Agrement shal terminate and neither of the Parties shal have any claim
against the other for costs, damages, compensation or otherwise, except that such
termination shal not afect the then acrued rights and obligations of the Parties.
4. COMPLETION OF THE SUBSCRIPTION
Subject to the fulfilment of the conditions set out in Clause 3.1, completion of the
Subscription shal take place at 12/F., Bonjour Tower, No. 36-50 Wang Wo Tsai Stret,
Tsuen Wan, Hong Kong on the Completion Date or such other time as the Parties may
agre, at which time:
(a) the Company shal:
(i) alot and isue to the Subscriber (or as it may direct) the Subscription
Shares and shal promptly thereafter register the Subscriber and/or its
nomine(s) as member(s) of the Company and shal cause to be
delivered to the Subscriber definitive certificates of title in respect
thereof in the name of the Subscriber or as it may direct in board lots (or
as nearly as practicable) or as the Subscriber may otherwise direct;
(i) deliver to the Subscriber a copy of the minutes of the extraorindary
general meting of the Company aproving this Agrement, the
Capitalisation, the isue of the Subscription Shares and the transactions
contemplated hereunder as set out in Clause 3.1(c);
(i) deliver to the Subscriber a copy of the aproval from the Stock
Exchange for the listing of, and permision to deal in, the Subscription
Shares;
(iv) deliver to the Subscriber a copy of the resolutions of the board of
directors of the Company aproving the execution and performance of
this Agrement, the Capitalisation, and the isue and alotment of the
Subscription Shares;
(v) deliver to the Subscriber one original counterpart of the Ded of
Setlement; and
(b) the Subscriber shal (i) deliver to the Company one original counterpart of the
Ded of Setlement; and (i) deliver to the Company the aplication for shares in
relation to the Subscription Shares.
5. EXPENSES
Each Party shal pay its/his own costs and disbursements of its/his own legal and other
profesional advisers incured in conection with and of incidental to the negotiation
and preparation of this Agrement, the transactions contemplated hereunder and
Completion.
6. WARANTIES AND REPRESENTATIONS
6.1 In consideration of the Subscriber entering into this Agrement and agreing to perform
its obligations hereunder and subject to the terms and conditions of this Agrement, the
Company hereby warants and represents, in relation to the Subscription Shares, to and
for the benefit of the Subscriber as folows:
(a) subject to fulfilment of the conditions as set out in Clause 3.1, al necesary
consents and authorisations have ben obtained to enable the Company to isue
and alot the Subscription Shares. The Company has power under its
constitutional documents to enter into and perform this Agrement and this
Agrement is duly authorised and when duly executed shal constitute valid and
legaly binding and enforceable obligations of the Company; and
(b) the Subscription Shares, when isued, shal be fre from al liens, charges,
security interests, encumbrances and adverse claims and shal rank pari pasu in
al respects with other Shares in isue including the rights to al dividends and
other distributions declared, made or paid at any time after the Completion Date.
6.2 Each of the representations, waranties and undertakings contained in Clauses 6.1 shal
be construed as a separate representation or waranty or undertaking and shal not be
limited or restricted by reference to or inference from the terms of any other
representation, waranty and undertaking or any other term of this Agrement.
6.3 The representations, waranties and undertakings contained in this Clauses 6.1(a) and
(b) shal be demed to be repeated by the Subscriber at any time up to and including the
Completion Date and shal remain in ful force and efect notwithstanding completion
of the Subscription and al maters contemplated in this Agrement.
7. ANOUNCEMENTS AND CONFIDENTIALITY
7.1 The Parties hereby authorise the release for publication of the Subscription
Anouncement, imediately folowing the signing of this Agrement.
7.2 Save as otherwise required by law or by the the Stock Exchange and/or the SFC or by
virtue of the Listing Rules or of any other regulatory requirements, neither Party shal
make any public anouncement or comunication other than the Subscription
Anouncement in relation to the Subscription without the prior aproval of the other
Party.
7.3 None of the Parties shal, without the prior writen consent of the other Party, disclose
the terms of, or any maters refered to in, this Agrement except to its profesional
advisers and senior management whose province is to know such terms or maters and
to those persons to whom it may be necesary to disclose such terms or maters for the
purpose of or in conection with this Agrement and subject as required by law or by
the SFC and/or the Stock Exchange or by virtue of the Listing Rules or of any other
regulatory requirements or to defend any legal procedings.
8. TIME OF THE ESENCE
Any date or period mentioned in any Clause may be extended by mutual agrement
betwen the Parties in writing, but, as regards any date or period originaly fixed or any
date or period so extended as aforesaid, time shal be of the esence.
9. NOTICES
9.1 Al notices delivered hereunder shal be in writing and shal be comunicated to the
folowing adreses:
If to the Company, to:
Adres : 12/F., Bonjour Tower, No. 36-50 Wang Wo Tsai Stret, Tsuen
Wan, Hong Kong
Facsimile : (852) 2872 2872
Atention : Company Secretary
If to the Subscriber, to:
Adres : 12/F., Bonjour Tower, No. 36-50 Wang Wo Tsai Stret, Tsuen
Wan, Hong Kong
Facsimile : (852) 2872 2872
9.2 Any such notice shal be served either by hand, by facsimile or by post. Any notice
shal be demed to have ben served, if served by hand, when delivered, and if sent by
facsimile, on receipt of confirmation of transmision and if served by post, within two
Busines Days after the date of posting. Any notice received on a day which is not a
Busines Day shal be demed to be received on the next Busines Day.
10. MISCELANEOUS
10.1 This Agrement may be executed in any number of counterparts each of which when
executed and delivered is an original, but al the counterparts together constitute the
same document.
10.2 No failure or delay by any Party in exercising any right, power or remedy under this
Agrement shal operate as a waiver thereof, nor shal any single or partial exercise of
the same preclude any further exercise thereof or the exercise of any other right, power
or remedy. Without limiting the foregoing, no waiver by any Party of any breach by the
other Party of any provision hereof shal be demed to be a waiver of any subsequent
breach of that or any other provision hereof. If at any time any provision of this
Agrement is or becomes ilegal, invalid or unenforceable in any respect, the legality,
validity and enforceability of the remaining provisions of this Agrement shal not be
afected or impaired thereby.
10.3 This Agrement shal not be asignable by a Party unles otherwise agred by the other
Parties or provided in this Agrement.
10.4 This Agrement (together with any documents refered to herein) constitutes the whole
agrement betwen the Parties in relation to its subject mater and supersedes any
previous agrement amongst the parties with respect thereto. It is expresly declared
that no variations hereof shal be efective unles made in writing and signed by or on
behalf of each Party.
10.5 If at any time any provision of this Agrement is or becomes ilegal, invalid or
unenforceable in any respect, the legality, validity and enforceability of the remaining
provisions of this Agrement shal not be afected or impaired thereby.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agrement is governed by and shal be construed in acordance with the laws of
Hong Kong for the time being in force and the Parties hereby irevocably submit to the
non-exclusive jurisdiction of the Hong Kong courts in conection herewith.
11.2 A person who is not a party to this Agrement has no right under the Contracts (Rights
of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to
enjoy the benefit of any term under this Agrement.
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