# AUDITOR

HLB Hodgson Impey Cheng Limited, the auditor of the Company, will retire and a resolution for their reappointment as auditor of the Company will be proposed at the forthcoming Annual General Meeting.

# EVENT AFTER REPORTING PERIOD

# Proposed Right Issue, Placing of New Shares under Specific Mandate, Connected Transaction in relation to the set-off, Application for Whitewash Wavier and Proposed Increase in Authorised Share Capital

On 16 February 2021, the Board proposed to conduct the rights issue on the basis of two (2) rights shares for every one (1) existing share held on the relevant record date at the subscription price of HK\$0.10 per Rights Share, to raise up to approximately HK\$220.75 million before expenses by way of issuing up to 2,207,541,466 rights shares (assuming there is no change in the total number of issued shares from 16 February 2021 up to and including the record date other than the full exercise of conversion rights under the outstanding New Option 1 Bonds on or before the record date).

On 16 February 2021, the Company and a placing agent entered into a placing agreement, pursuant to which the Company conditionally appointed the placing agent and the placing agent conditionally agreed to act as the placing agent for the Company to procure, on a best effort basis, placees to subscribe for the placing shares (i.e. the untaken shares during the rights issue) at the placing price of HK\$0.10 per placing share on the terms and subject to the conditions set out in the placing agreement.

On 20 January 2021, a subsidiary of the Company as a borrower and Ms. Lau Ting as a lender entered into a supplemental loan agreement to extend the maturity date of the shareholder’s loan in the principal amount of HK\$50,000,000 to 20 January 2022.

On 29 January 2021, the Company, a subsidiary of the Company and Ms. Lau Ting entered into a set-off deed, pursuant to which the parties have agreed to restructure the shareholder’s loan in the principal amount of HK\$50,000,000 by offsetting the outstanding balance of the shareholder’s loan as at the rights issue completion date on a dollar-to-dollar basis against an equivalent amount of the aggregated subscription price of (i) all entitlement shares; and (ii) the relevant excess shares allocated to Ms. Lau. The set-off will be conditional upon the rights issue becoming unconditional pursuant to the terms and conditions as set out in the Prospectus.

If the acceptance in full by Ms. Lau of the entitlement shares allotted to her pursuant to the irrevocable undertaking and/or the allotment of excess rights shares to her upon successful excess application when there is an undersubscription of the rights issue would trigger an obligation on Ms. Lau to make a mandatory general offer under The Code on Takeovers and Mergers for all shares not already owned or agreed to be acquired by Ms. Lau and parties acting in concert with her, unless a waiver is granted by the Executive. Ms. Lau would make an application to the Executive for the whitewash waiver pursuant to The Code on Takeovers and Mergers.

On 16 February 2021, the Board proposed that the authorised share capital of the Company be increased from HK\$40,000,000 to HK\$125,000,000 by the creation of 3,400,000,000 additional Shares, all of which will, upon issue and being fully paid, rank pari passu in all respects with the Shares in issue.

The other details of the captioned issues (including the respective conditions) have been listed out in the announcement dated 16 February 2021 of the Company.