Investor Presentaiton
HKAS 1.51
HK Listco Ltd
Year ended 31 December 2023
A16(13)(1)
C(DR)R.6
A16(10)(1)&
(2)
C(DR)R.6(2)
Apart from the foregoing, none of the directors of the company or any of their spouses or children under
eighteen years of age has interests or short positions in the shares, underlying shares or debentures of the
company, or any of its holding company, subsidiaries or other associated corporations, as recorded in the register
required to be kept under section 352 of the SFO or as otherwise notified to the company pursuant to the Model
Code for Securities Transactions by Directors of Listed Issuers.
Equity-linked agreements²²
Details of the equity-linked agreements entered into during the year or subsisting at the end of the year are set
out below:
Convertible notes
On 31 December 2020, the company issued 2 tranches, Tranche A and B, of 5,000,000 convertible notes. Each
tranche has a face value of HK$5,000,000 and a maturity date of 31 December 2025. The notes bear interest at
[]% per annum and are unsecured.
The rights of the noteholders to convert the notes into ordinary shares are as follows:
•
Conversion rights are exercisable at any time up to maturity at the noteholders' option.
.
.
If a holder of Tranche A notes exercises its conversion rights, the company is required to deliver ordinary
shares at a rate of one ordinary share for every 20 notes converted.
If a holder of Tranche B notes exercises its conversion rights, the company has the right to choose whether
to deliver ordinary shares at a rate of one ordinary share for every 20 notes converted, or whether to settle
in cash at an amount equal to the fixed number of shares under the conversion option multiplied by the
average closing price of the shares on The Stock Exchange of Hong Kong Limited for the [•] days immediately
preceding the date of conversion.
Notes of either tranche, in respect of which conversion rights have not been exercised, will be redeemed at face
value on 31 December 2025.
C(DR)R.6
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Section 6 of the C(DR)R requires the disclosure for "equity-linked agreements", which are defined in section 6(3) of the C(DR)R to mean
an agreement that will (or may) result in a company issuing shares, or an agreement requiring the company to enter into such
agreement (such as, granting (or agreeing to grant) options to subscribe for shares, issuing convertible bonds, setting up a share option
scheme or an employee share scheme).
Section 6(1) of the C(DR)R requires the disclosure for equity-linked agreements entered into during the year:
the reason for entering into the agreement;
the nature and terms of the agreement, including if applicable:
the conditions that must be met before the company issues any shares;
⚫ the conditions that must be met before a third party may require the company to issue any shares; and
⚫ any monetary or other consideration that the company has received or will receive under the agreement.
⚫ the classes of shares issued under the agreements; and
⚫ for each class of shares, the number of shares that have been issued under agreement.
Section 6(2) of the C(DR)R requires the disclosure for equity-linked agreements subsisting at the end of the year (e.g. if the options are
unexercised):
the classes of shares that may be issued under the agreement;
⚫ for each class of shares, the number of shares that may be issued under the agreement;
• any monetary or other consideration that the company has received or will receive under the agreement; and
⚫ any other conditions or terms that remain to be met before the shares are issued.
In addition to the above disclosures required by the CO, listed issuers are also subject to the requirements in Chapter 17 of the MBLRS
and paragraphs 6.3 and 10 of Appendix 16 to the MBLRs to provide disclosures about share options, warrants, convertible securities and
similar rights.
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