Yixin : ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE
09/15/2020 | 05:47am EDT
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.
YIXIN GROUP LIMITED
(incorporated in the Cayman Islands with limited liability and carrying on business
in Hong Kong as "Yixin Automotive Technology Group Limited")
(Stock Code: 2858)
ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE
This announcement is made by Yixin Group Limited (易鑫集团有限公司) (the "Company") pursuant to Rule 3.8 of the Code on Takeovers and Mergers of Hong Kong (the "Takeovers Code"). Reference is made to (i) the pre-IPO share option scheme adopted by the Company on May 26, 2017 (the "Pre-IPOShare Option Scheme"), (ii) the announcement of the Company dated September 13, 2019 in relation to, among other things, the Proposed Transaction (the "Rule 3.7 Announcement"), and (iii) the joint announcement issued by the Company and the Joint Offerors dated June 15, 2020 in relation to, among other things, the possible unconditional mandatory cash offers to be made by the Joint Offerors to acquire all the issued ordinary shares in the share capital of the Company (other than the Excluded Yixin Shares) and to cancel all outstanding share options granted by the Company pursuant to its Pre-IPO Share Option Scheme (the "Rule
3.5 Announcement", together with the Rule 3.7 Announcement, the "Announcements"). Unless otherwise defined, all capitalized terms used herein shall have the same meanings as defined in the Announcements.
UPDATE OF NUMBER OF RELEVANT SECURITIES OF THE COMPANY
The Board wishes to announce that on September 15, 2020, 70,000 new Yixin Shares were allotted and issued due to the exercise of 70,000 share options granted under the Pre-IPO Share Option Scheme ("Share Options") at the exercise price of US$0.0014.
Details of all classes of "relevant securities" (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue as at the date of this announcement are as follows:
a total of 6,376,151,863 Yixin Shares of the Company are in issue; and
a total of 243,360,647 outstanding Share Options with rights to subscribe for an aggregate of 243,360,647 new Yixin Shares.
As at the date of this announcement, save as disclosed above, the Company has no outstanding securities, options, derivatives or warrants which are convertible or exchangeable into Yixin Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).
DISCLOSURE OF DEALINGS
The respective associates (as defined under the Takeovers Code) of the Company and the Consortium are hereby reminded to disclose their dealings in any securities of the Company pursuant to the Takeovers Code.
In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
"Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.
This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."
Warning: Shareholders and potential investors generally should exercise caution when dealing in the securities of the Company (including the Yixin Shares and any options or rights in respect of them). Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.
By Order of the Board
Yixin Group Limited
Andy Xuan Zhang
Hong Kong, September 15, 2020
As at the date of this announcement, the Directors are:
Mr. Andy Xuan Zhang and Mr. Dong Jiang
Mr. Jimmy Chi Ming Lai, Mr. Chenkai Ling and
Mr. Huan Zhou
Independent non-executive Directors
Mr. Tin Fan Yuen, Mr. Chester Tun Ho Kwok and
Ms. Lily Li Dong
All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement contained in this announcement misleading.
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Yixin Group Ltd. published this content on 15 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2020 09:29:03 UTC