According to Zhitong Finance App, Sunway International (00058) and Fuheng Group Limited (offender or subscriber) jointly announced that on September 6, 2024, the company signed a share subscription agreement with the subscriber. The company conditionally agreed to allocate and issue subscribed shares (that is, a total of 35.92 million shares, equivalent to about 20% of the company's issued shares). The share subscription price is HK$0.10 per share. The total and net proceeds from the share subscription will be approximately HK$3.6 million and HK$2.6 million respectively and are intended to be used as the Group's general working capital.
On September 6, 2024, the company entered into a convertible bond subscription agreement with the subscriber. The company conditionally agreed to issue and the subscriber conditionally agreed to subscribe for a convertible bond with a principal amount of HK$30 million. The subscription price of the convertible bonds will be partially offset by the amount payable by the company to the subscriber (as shareholder) of HK$22.6768 million, while the balance of HK$7.323 million will be paid by the subscriber in cash upon completion of the convertible bonds.
Based on the initial conversion price of HK$0.10 per share, the maximum number of shares to be pre-allotted and issued due to the full exercise of the conversion rights attached to the convertible bonds is 300 million shares, which is equivalent to approximately 167.04% of the company's issued share capital as of the date of this joint announcement.
The completion of the share subscription and the completion of the convertible bonds will not be mutual conditions for each other.
As at the date of this Joint Announcement, the Subscriber (i.e., the Offeror) and those acting in concert have beneficial interests in 73.6937 million shares (accounting for approximately 41.03% of the issued shares at the date of this Joint Announcement).
After the share subscription is completed, the offeror and those acting in concert will have an interest in 109.6 million shares (assuming that there is no change in the issued shares from the date of this joint announcement until the date of completion of the share subscription matter, which is equivalent to approximately 50.86% of the company's total issued share capital after allotment and expansion of subscription shares).
Subject to the completion of the share subscription matter and in accordance with Rules 26.1 and Rule 13 of the Takeovers Code, upon completion of the share subscription, the offeror and those acting in concert must make a mandatory and unconditional comprehensive offer in cash for all relevant securities of the company (other than those that the offeror and those acting in concert with them). The offer price of shares was HK$0.10 per share, a premium of about 96.08% over the closing price of HK$0.051 per share on September 5. The offer price of the convertible notes is HK$10,929 in cash, with a face value of HK$1 million per share.
According to reports, the offender is a limited company incorporated in Hong Kong, China, which is mainly engaged in investment holdings and is the controlling shareholder of the company as of the date of this joint announcement.
Furthermore, the company has applied to the Stock Exchange to resume trading of shares on the Stock Exchange starting at 9:00 a.m. on September 30, 2024.