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华夏文化科技(01566)终止一致行动人士契据

Huaxia Culture Technology (01566) terminates the Coherent Actors Deed

Zhitong Finance ·  Sep 25, 2023 08:38

Zhitong Financial and Economic APP News, Huaxia Culture and Technology (01566) issued an announcement that on November 25, 2014, all those acting in concert signed a deed of persons acting in concert to confirm that those acting in concert will take concerted action for the control of the company at the board meeting and at the general meeting of shareholders. All those acting in concert (except Mingyang) have agreed to vote in accordance with the instructions of Mingyang or Zhuang Xiangsong when exercising the company's voting rights. And vote unanimously according to the way Mingyang voted at the shareholders' meeting of the company. And any concerted actor or beneficial owner who is a director but is unable to attend any board meeting in person shall authorize and appoint Zhuang Xiangsong to exercise his voting rights as an alternate director appointing a director at the relevant board meeting. The deed of unanimous actors will be terminated when the parties acting in concert are terminated in writing.

Under the consensus deed, the concerted actors are deemed to be a group of shareholders acting in concert and they are deemed to be interested in each other's interests in the shares under the SFO. Immediately before the execution of the termination deed, the parties acting in concert held a total of about 250 million shares, equivalent to about 21.15% of the total issued share capital of the company.

In June 2022, Shinichiro Ikeda proposed to terminate the deed of concerted actors, taking into account that (1) Mr. Ikeda is semi-retired and has less participation in the group's business operations; and (2) the aggregate shareholding of those acting in concert has been reduced to less than 30% of the total shareholding of the company, indicating that the parties acting in concert no longer have a controlling interest in the company. After discussion, concerted actors no longer intend to be bound by each other's concerted actors' deeds in view of their respective personal business and asset plans.

On 25 September 2023, they entered into a deed of termination, pursuant to which the deed of unanimous actors shall be completely terminated, and all rights and obligations of parties acting in concert under the deed of concerted actors (other than the duty of confidentiality to be performed thereunder) will expire immediately after the execution of the deed of termination and shall no longer have any effect or effect.

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