Zhitong Finance App News, Life Concept (08056) announced that on July 12, 2023, the company signed a memorandum of understanding with potential investors. Based on this, the company plans to distribute and issue convertible bonds, while potential investors plan to subscribe for convertible bonds with a total principal amount of HK$70 million. In addition to the fact that the Company owes HK$70 million to potential investors (the amount is unsecured, interest-free and due on August 31, 2024, as of the date of this announcement), the potential investors and their ultimate beneficial owners are each independent third parties.
According to the terms of the Memorandum of Understanding, the initial exchange price will not be higher than HK$0.10 per share of swapped shares, and the number of shares to be subscribed to by potential investors will be further discussed, negotiated and determined by the company and potential investors.
According to reports, before May 5, 2023, the company owed Mr. James Fu Bin Lu (who actually owns 218 million shares, accounting for about 11.49% of the total number of shares issued on the date of this announcement) (transferor) HK$70 million (debt). This amount is unsecured, interest-free, and due on August 31, 2024. On May 5, 2023, the potential investor signed a transfer agreement with the transferor. Based on this, the transferor transfers the debt to the potential investor, and the potential investor accepts the transfer of the debt. The debt is intended to be offset on an equal basis through the conclusion of an offset agreement between the company and potential investors through possible subscription matters.
For the purposes of the Takeover Code, the offer period begins on the date of this announcement (i.e. July 21, 2023).
At the company's request, stock trading has been suspended for a short time starting at 1:00 p.m. on July 12, 2023, pending publication of the announcement. The company has applied to the Stock Exchange to resume stock trading starting at 9:00 a.m. on July 24, 2023.