Gelonghui July 11?Century City International (00355.HK), Bailibao Holdings (00617.HK) and Sihai International (00120.HK)Joint announcementOn June 30th, 2023, Peregrine Financial (a wholly-owned subsidiary of Peregrine Holdings, which is a 50% joint venture company owned by 50% AMTD of Bailibao and Regal's respective wholly-owned subsidiaries) (as seller) entered into an AMTD share transfer agreement with the buyer of AMTD shares (as buyer). Accordingly, Bai Fu Financial conditionally agreed to sell and the buyer of AMTD shares conditionally agreed to purchase 9.5 million AMTD shares. The price is $8.45 per AMTD share.
On June 30, 2023,Valuegood (a wholly-owned subsidiary of Peregrine Holdings) (as the purchaser), the seller of four Seas shares (as the seller), the Purchaser of AMTD shares entered into the four Seas share transfer Agreement with Bai Fu Financial, pursuant to which Valuegood conditionally agreed to purchase and the seller of four Seas shares conditionally agreed to sell 368 million existing Sihai shares at a price of HK $1.70 per existing Sihai share.
According to the Sihai share transfer agreement, the 368 million existing Sihai shares to be acquired account for about 5.76 per cent of Sihai's issued common shares at the date of the joint announcement. Assuming that there is no other change in Sihai shares, the acquisition of Sihai shares will not be possible because the percentage of issued ordinary share capital held by public shareholders will be reduced to less than 25% as required by rule 8.08 (1) (a) of the listing rules. In order to comply with this provision, the board of directors of Sihai recommends a share merger and a dividend issue to issue bonus shares, with the option of receiving dividend convertible notes.
The proposed share merger is to enable the issue of dividend shares (optional to receive dividend convertible notes) to comply with Rule 13.64A of the listing rules. The purpose is to consolidate every 10 issued and unissued existing four Seas shares in the existing share capital of the four Seas into one consolidated share and to merge every ten issued and unissued four Seas Convertible preferred shares in the existing share capital of the four Seas into one combined four Seas Convertible preferred shares.
It is proposed that after the share consolidation takes effect, each trading unit for the trading of the consolidated shares will be changed to 600 Consolidated shares. The dividend issue will involve the issue of fully paid dividend shares with the option of receiving dividend convertible notes instead of dividend shares.
In addition, Century City, Bailibao and Sihai have applied to the Stock Exchange to resume trading in their respective shares at 09:00 on 12 July 2023.