Chinazenith.com.hk

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 362)
PROPOSED SHARE CONSOLIDATION
BOOK CLOSURE PERIOD AND RECORD DATE
PROPOSED SHARE CONSOLIDATION
The Board is pleased to propose that every ten (10) issued and unissued Shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.10 in the share capital of the Company, subject to the fulfillment of the conditions set out in this announcement.
BOOK CLOSURE PERIOD AND RECORD DATE
The register of members of the Company will be closed from Friday, 17 June 2011 to Monday, 20 June 2011, both days inclusive, during which period no Share transfer will be effected. In order to qualify for attending and voting on, among other things, the resolution on the proposed Share Consolidation at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch Share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration, not later than 4:30 p.m. on 16 June 2011 (Thursday). Members of the Company whose names appear on the register of members maintained by the Company’s branch Share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong at 4:30 p.m. on 16 June 2011 (Thursday) shall qualify for attending and voting at the EGM.
Relevant resolutions to approve, among other things, the proposed Share Consolidation will be proposed at the EGM to be held on Monday, 20 June 2011.
A circular containing, among other things, details of the proposed Share Consolidation, together with the notice of the EGM, will be dispatched to Shareholders as soon as practicable.
(A) PROPOSED SHARE CONSOLIDATION
The Board is pleased to propose that every ten (10) issued and unissued Shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.10 in the share capital of the Company, subject to the fulfillment of the conditions set out in the paragraph headed “Conditions of the Share Consolidation” below.
Status of the Consolidated Shares
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other in accordance with the Articles of Association.
(ii) Fractional Consolidated Shares
Fractional Consolidated Shares will be disregarded and not issued to the Shareholders, but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.
(iii) Conditions of the Share Consolidation
The Share Consolidation is conditional, inter alia, upon: passing of an ordinary resolution by the Shareholders to approve the Listing Division of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.
(iv) Reasons for the Share Consolidation
Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting its securities. In view of the recent trading price of the Shares, the Board proposes to implement the Share Consolidation to enable the Company to comply with the trading requirements of the Listing Rules. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares. Accordingly, the Directors consider that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.
(v) Effects of the Share Consolidation on the shareholding
As at the date of this announcement, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Shares of HK$0.01 each, of which 7,456,331,736 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and on the basis that there are no other changes in the share capital structure of the Company prior thereto, the authorised share capital of the Company shall become HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of HK$0.10 each, of which 745,633,173 Consolidated Shares will be in issue.
As at the date of this announcement, the Company, save for an aggregate of 187,500,000 options granted on 4 April 2011 and 12 May 2011 under the Existing Share Option Scheme, the Company had no outstanding convertible securities or options in issue or other similar rights which confer any rights to convert into or subscribe for the Shares.
Other than the expenses, including professional fees and printing charges, to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or result in any change in the rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.
(vi) Listing and Dealings
An application will be made by the Company to the Listing Division of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective. The Consolidated Shares are not a new class of securities to be listed and accordingly no arrangements are required to be made to enable the Consolidated Shares to be admitted into CCASS.
The Shares are not listed or dealt in on any stock exchange other than the Stock Exchange. The Directors do not intend to apply for listing of, or permission to deal in, the Consolidated Shares on any stock exchange other than the Stock Exchange.
(vii) Odd lot arrangements
In order to facilitate the trading of odd lots (if any) of Shares after the Share Consolidation, the Company has appointed VC Brokerage Limited as an agent to provide a matching service, on a “best effort” basis, to those Shareholders who wish to acquire or dispose of their holding of odd lots of the Consolidated Shares.
Shareholders who wish to take advantage of this facility should contact Ms. Karen Yau or Mr. Henry Tsang of VC Brokerage Limited of 28/F., The Centrium, 60 Wyndham Street, Central, Hong Kong by phone at (852) 2913-6239 or (852) 3150-2677 or by fax at (852) 3162-8368 during office hours. Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Please refer to the section headed “Expected timetable” on this announcement for the period during which the Company will provide matching service for the sale and purchase of odd lots of the Consolidated Shares.
(viii) Exchange of share certificates
Should the Share Consolidation become effective, Shareholders may, during the period from Tuesday, 21 June 2011 to Thursday, 28 July 2011 (both days inclusive), submit existing Share certificates to the Company’s branch Share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, for exchange, at the expense of the Company, for new certificates for the Consolidated Shares. Thereafter, the existing certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each new share certificate issued for the Consolidated Shares. The existing Share certificates will cease to be valid for delivery, trading and settlement purpose but will continue to be good evidence of legal title and may be exchanged for certificates for the Consolidated Shares at any time at the expense of the Shareholders.
The new Share certificates will be issued in blue colour to distinguish from the existing share certificates, which are in pink colour.
Expected Timetable
EGM to approve the proposed Share Consolidation . . . . . . . . . . . . . . . . . . 20 June 2011 Publication of announcement of the result of the EGM in respect of the approval of the Share Consolidation . . . . . . . . . . . . . . . 20 June 2011 Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . 21 June 2011 First day for free exchange of existing Share certificates for new Share certificates for consolidated Shares . . . . . . . . . . . . . . . . . 21 June 2011 Dealing in the consolidated Shares commences . . . . . . . . . . . . . . 9 a.m. on 21 June 2011 Original counter for trading in the existing Shares in board lots of 10,000 Shares temporarily closes . . . . . . . . . . . 9 a.m. on 21 June 2011 Temporary counter for trading in the consolidated Shares in board lots of 1,000 consolidated Shares (in the form of the existing Share certificates) opens. . . . . . . . . 9 a.m. on 21 June 2011 Original counter for trading in consolidated Shares in board lots of 10,000 consolidated Shares (in the form of new Share certificates for consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 a.m. on 6 July 2011 Parallel trading commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 a.m. on 6 July 2011 Odd lot arrangement (if applicable) . . . . . . . . . . . . . . . . . . . 6 July 2011 to 26 July 2011 Temporary counter for trading in consolidated Shares in board lots of 1,000 Shares (in the form of the existing Share certificates) closes . . . . . . . . 4 p.m. on 26 July 2011 Parallel trading in consolidated Shares ends . . . . . . . . . . . . . . . . . 4 p.m. on 26 July 2011 Last day for free exchange of the existing Share certificates for new Share certificates for the Consolidated Shares . . . . . . . . . . . . . . .28 July 2011 (B) BOOK CLOSURE PERIOD AND RECORD DATE
The register of members of the Company will be closed from 17 June 2011 (Friday) to 20 June 2011 (Monday), both days inclusive, during which period no share transfer will be registered. In order to qualify for attending and voting on, among other things, the resolution on the proposed Share Consolidation at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch Share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration, not later than 4:30 p.m. on 16 June 2011 (Thursday). Members of the Company whose names appear on the register of members maintained by the Company’s branch Share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong at 4:30 p.m. on 16 June 2011 (Thursday) shall qualify for attending and voting at the EGM.
(C) GENERAL
Relevant resolutions to approve, among other things, the proposed Share Consolidation will be proposed at the EGM to be held on Monday, 20 June 2011.
A circular containing, among other things, details of the proposed Share Consolidation, together with the notice of the EGM, will be dispatched to Shareholders as soon as practicable.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: the articles of association of the Company as amended, modified or otherwise supplemented from time to time; the Central Clearing and Settlement System established and operated by HKSCC; , a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Stock Exchange; ordinary share(s) of HK$0.10 each in the share capital of the Company after the Share Consolidation becomes effective; the director(s) of the Company for the time being; the extraordinary general meeting of the Company to be held at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Monday, 20 June 2011 at 4:30 p.m.; the Hong Kong Special Administrative Region of the People’s Republic of China; Hong Kong dollars, the lawful currency of Hong Kong; Hong Kong Securities Clearing Company Limited, a wholly owned subsidiary of Hong Kong Exchange and Clearing Limited; the rules governing the listing of securities on the Hong Kong Stock Exchange; the proposed consolidation of every ten (10) Shares into one (1) Consolidated Share; holder(s) of the Share(s) or the Consolidated Share(s), as the context requires; ordinary share(s) of HK$0.01 each in the share capital of the Company; Hong Kong dollars, the lawful currency of Hong Kong; and China Zenith Chemical Group Limited
Chan Yuk Foebe
As at the date of this announcement, Mr. Chan Yuen Tung, Ms. Chan Yuk Foebe, Mr. Chiau Che Kong, Mr. Peng Zhanrong and Mr. Wu Jianwei are the executive Directors, and Mr. Ma Wing Yun Bryan, Mr. Tam Ching Ho, Dato’ Wong Sin Just and Mr. Wong Sin Lai are the independent non-executive Directors.

Source: http://www.chinazenith.com.hk/chinazenith/en/announcement/doc/announce_289.pdf