TIDMHAIK
RNS Number : 0629F
HaiKe Chemical Group Ltd.
16 February 2018
16 February 2018
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
HaiKe Chemical Group Limited
("HaiKe", the "Group" or the "Company")
Proposed Cancellation of Admission of Ordinary Shares to Trading
on AIM
Notice of Extraordinary General Meeting
and
Exit Facility by Hai Yuan Trading
HaiKe Chemical Group Limited, the AIM quoted (AIM: HAIK)
specialty chemical business based in Shandong Province, China
announces, its intention to seek Shareholder approval for the
cancellation of admission to trading on AIM of the Company's
Ordinary Shares.
Circular and Notice of EGM
A circular is being posted to Shareholders today setting out the
background to, and reasons for, the Cancellation, and the reasons
why the Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders as a whole and
therefore unanimously recommend that Shareholders vote in favour of
the Resolution to be proposed at an EGM on 12 March 2018, notice of
which will be set out in the Circular. The Circular will be
available on the Company's website at: www.haikechemical.com.
Exit Facility by Hai Yuan Trading at 30 pence per Ordinary
Share
The Board is aware that Shareholders may be either unable to
hold unquoted shares or are unwilling to continue to hold such
shares with the reduced level of marketability that is likely to
ensue following Cancellation. The Circular will contain details of
the Exit Facility by Hai Yuan Trading, at 30 pence per Ordinary
Share, to enable such Shareholders to sell their Ordinary Shares
immediately following the Extraordinary General Meeting.
Definitions in this announcement are, unless otherwise stated,
the same as those included in the Circular.
For further information:
HaiKe Chemical Group +86 546 7787789
Jes Cui, Chief Financial Officer cuizhiqiang@haikegroup.com
Yolanda Zhang, Company Secretary yolanda.zhang@haikegroup.com
Stockdale Securities +44 (0) 20 7601 6100
Richard Johnson / Elhanan Lee
Cardew Group +44 (0) 20 7930 0777
Shan Shan Willenbrock / Joe McGregor haike@tbcardew.com
Set out below is the letter from the Chairman, expected
timetable and definitions, extracted from the Circular:
Dear Shareholder
1. Introduction
The Company has today announced that the Directors have
unanimously concluded that it is in the best interests of the
Company and its Shareholders to cancel the admission of the
Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM
Rules, the Company (through its nominated adviser, Stockdale) has
notified the London Stock Exchange of the date of the proposed
Cancellation.
The Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent. of the votes
cast by Shareholders (whether present in person or by proxy) at the
Extraordinary General Meeting, notice of which is set out on page
13 of this document.
The Company is seeking Shareholders' approval of the
Cancellation at the Extraordinary General Meeting, which has been
convened at 11/F Meeting Room, HaiKe Mansion, 726 Beiyi Road,
Dongying City, Shandong Province, China on 12 March 2018 at 10.00
a.m. (PRC). If the Resolution is passed at the Extraordinary
General Meeting, it is anticipated that the Cancellation will
become effective at 7.00 a.m. on 20 March 2018. The Company has
received irrevocable undertakings in respect of 70.0 per cent. of
the Company's issued Ordinary Shares to vote in favour of the
Resolution.
The purpose of this document is to seek Shareholders' approval
for the Resolution, to provide you with the background to and
reasons for the Cancellation and to explain the consequences of the
Cancellation and why the Directors unanimously consider the
Cancellation to be in the best interests of the Company and its
Shareholders as a whole.
Shareholders will also find details of the Exit Facility by Hai
Yuan Trading, at 30 pence per Ordinary Share, at Part 6 of this
document.
2. Background to, and reasons for, the Cancellation
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM, and believe that Cancellation is in the best
interests of the Company and its Shareholders as a whole. The
perceived benefits of an admission of securities to AIM typically
include access to capital markets, an enhanced corporate profile, a
means to incentivise staff and a mechanism to provide a market in
the Company's Ordinary Shares. The Directors have reached the view
that the Company is not receiving all these benefits. In reaching
this conclusion, the Directors have considered the following key
factors:
- the Company operates in a highly competitive market and may
require a significant injection of capital if it were to upgrade
its production facilities and plant. It is the Directors' view that
the continued admission to AIM is unlikely to provide the Company
with access to such capital, if required, and that funding could be
secured more easily if it is no longer admitted to AIM;
- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company. Cancellation will,
accordingly, reduce recurring administrative costs; and
- the limited liquidity of the Ordinary Shares on AIM, together
with the aggregate 55.9 per cent. aggregate interest in the
Company's current issued share capital held by Directors and HiTech
Chemical, resulting in a reduced free float in the Ordinary Shares,
with the consequence that the AIM listing of the Ordinary Shares
does not, in itself, offer investors the opportunity to trade in
meaningful volumes or with frequency within an active market.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation.
Following the proposed Cancellation, the Directors consider that
there would be little benefit to maintaining the Company's present
Articles in relation to its current admission to AIM. Pursuant to
the Re-registration, the Company would also be required to adopt
new articles of association by way of special resolution. Subject
to the proposed Cancellation being approved, the Board intends to
propose for a separate Shareholders meeting be held after the
Cancellation to approve the adoption of new Articles.
3. Current Trading and Prospects
Set out below is an extract from the Company's trading update
for the unaudited results for the 12 months ended 31 December 2017,
which was announced on 16 January 2018, with comparative audited
results for the 12 months ended 31 December 2016.
Financial Highlights
-- Unaudited profit for the year was CNY 6.5 million (2016: CNY 16.9 million).
-- Unaudited total revenues for the year were CNY 850.5 million (2016: CNY 728.3 million).
-- Unaudited gross profit for the year increased to CNY 125.8
million (2016: CNY 114.9 million) as the Company continued to
adjust its product mix. Sales of more profitable, high-end products
accounted for 26.4% of sales in the year (2016: 11.2%).
-- Unaudited overall sales volumes in the year decreased 10.5%
to 112,252 tons due to planned plant shutdowns (2016: 125,395
tons).
-- Unaudited average selling prices in the year increased by
28.9% to CNY 7,133 / ton (2016: CNY 5,533 / ton) due to the
increase of raw material price.
-- Unaudited selling expenses in the year rose by 24.3% to CNY
50.4 million (2016: CNY 40.5 million) as a result of more
aggressive sales and marketing activities to address difficult
market conditions.
-- Unaudited general and administrative expenses in the year
increased by 21.2% to CNY 61.9 million (2016: CNY 51.1 million).
This was attributable to plant shutdown costs and start-up
expenses.
-- Unaudited interest expenses decreased to CNY 3.9 million
(2016: CNY 15.0 million). In 2016, HaiKe Trading accrued interests
for non-practical significance transactions.
-- Total borrowings at 31 December 2017 were CNY 80 million (31
December 2016: CNY 80 million).
-- At 31 December 2017, the Company's cash and cash equivalent
balances were CNY 46.3 million (at 31 December 2016: CNY 55.0
million).
Note: as at 31 December 2017 the GBP/CNY exchange rate was
1:8.7792.
Operations
The smaller 15,000 tons per annum DMC plant which produces lower
margin products was shut down from 24 April to 31 August 2017. The
larger 30,000 tons per annum DMC plant continues to operate
normally. The IPA plant was closed for annual maintenance from 11
May to 13 June 2017. Another shutdown of the IPA plant commenced
from 31 August 2017 and continued until the end of the year to
manage the heating capacity prior to the completion of the new
pulverized coal stove.
As stated in the interim results for the six months to 30 June
2017, which was announced on 1 September 2017, the Company remains
focused on higher margin chemical products, upgrading various
products and supplying multiple types of supporting products. In
line with this strategy, the new electrolyte solvent plant, for the
production of a range of higher-end battery grade products, started
operation in April 2017. DEC, one of the new high-end products
produced from the new electrolyte solvent plant, has passed the
acceptance testing and has been sold to customers since May
2017.
Prospects
The Company is facing critically difficult market conditions and
is suffering a reduction in output as a result of planned plant
shutdowns for upgrading purposes. Some production facilities and
plants were shut down because they could not satisfy the enhanced
PRC environmental rules and regulations and this has had a direct
and adverse impact on the sales of the Company. The Company is
considering further technical upgrades on its high-end chemical
products to meet the competitive market standards, which would
require a significant injection of capital, and the Directors
believe that funding could be secured more easily as an exempted
company.
4. Intentions as to the future strategy of the business
The Directors consider that the Company's further development
and continued success is dependent on a number of factors,
including attracting new strategic investors and partners,
exploring different financing options, and improving cash flow to
provide capital support for its strategic development and focus on
the high-end chemical industry. Following Cancellation, the
Directors intend to integrate and simplify the organisational
structure of the Company, so as to enable the Company to operate in
this highly competitive market. After having reviewed the benefits
and drawbacks to the Company in retaining its quotation on AIM, as
set out in Part 2, the Directors believe that AIM is no longer a
suitable platform for the Company's future development.
The Directors currently believe that once the Company has
developed its operation to the point where it is able to trade
profitably, it may be that a relisting on a public stock market
will again be appropriate. However, no guarantees or assurances can
be given as to the timing or even the likelihood of such a
relisting occurring.
5. Principal effects of Cancellation
The principal effects of the Cancellation will be that:
- the Company will cease to retain a nominated adviser and broker;
- there would no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM or any other
recognised market or trading exchange;
- while the Ordinary Shares will remain freely transferable, it
is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and the value of such shares may be adversely affected as a
consequence;
- in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, financing transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals;
- the levels of transparency and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
- it is the Company's intention to cancel the Company's
Depositary Interests facility after the Cancellation, and, although
the Ordinary Shares will remain transferable, they will cease to be
transferable electronically in the form of Depositary Interests
through CREST. In this instance, Shareholders who hold Depositary
Interests will receive share certificates for their Ordinary
Shares; and
- the Cancellation may have taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The Board considers it appropriate that, following and subject
to Cancellation, the Company should undergo Re-registration and
should adopt, by special resolution, new articles of association to
reflect that the Ordinary Shares will no longer be traded on a
public market.
Shareholders should also note that the UK City Code on Takeovers
and Mergers does not apply to the Company.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company currently intends that it will continue to provide
certain facilities and services to Shareholders that they currently
enjoy as shareholders of an AIM company. The Company will:
- continue to communicate information about the Company (including annual accounts) to its
Shareholders, as required by the Companies Law;
- continue to hold annual general meetings; and
- continue, for at least 6 months following the Cancellation, to maintain its website, http://www.haikechemical.com, and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.
In addition, the Company confirms that there is currently no
intention to change the existing Directors
following the Cancellation.
6. Exit Facility
The Board is aware that Shareholders may be either unable to
hold unquoted shares or are unwilling to continue to hold such
shares with the reduced level of marketability that is likely to
ensue following Cancellation. Therefore, the Exit Facility is being
put in place to enable such Shareholders to sell their Ordinary
Shares immediately following the Extraordinary General Meeting.
The Exit Facility is being made available by Hai Yuan Trading, a
private Singapore-registered company which is an indirectly
wholly-owned subsidiary of HiTech Chemical, the Company's
controlling shareholder and holder of 21,219,042 Ordinary Shares,
representing 55.3 per cent. of the Company's issued shares. Mr.
Xiaohong Yang, Executive Chairman, and Mr. Zaizhong Zhang, Chief
Executive Officer, are each deemed to have an interest in HiTech
Chemical through their respective shareholdings in HiTech
Chemical.
The Company will not be a party to any transaction effected
under the Exit Facility.
Under the Exit Facility, Hai Yuan Trading will purchase Ordinary
Shares at a fixed price of 30 pence per Ordinary Share. The maximum
number of Ordinary Shares that may be purchased under the Exit
Facility is 17,134,529 Ordinary Shares (being the total number of
Ordinary Shares, less those Ordinary Shares subject to irrevocable
undertakings not to accept the Exit Facility, as detailed in Part
10 below). Accordingly, Hai Yuan Trading has deposited GBP5.14
million with the Receiving Agents, to be used to satisfy
acceptances under the Exit Facility.
Ordinary Shares held in certificated form
Shareholders who hold Ordinary Shares in certificated form and
who wish to accept the Exit Facility should complete and return the
Exit Facility Acceptance Form enclosed with this document, to be
received by the Receiving Agents by no later than 1.00 p.m. 16
March 2018. Exit Facility Acceptance Forms received after that date
will not be accepted. Return of the Exit Facility Acceptance Form
will not preclude Shareholders from voting at the EGM, as they will
remain registered Shareholders at that time. Holders of
uncertificated Ordinary Shares in the form of Depositary Interests
who wish to accept the Exit Facility should follow the instructions
in the section below titled "Depositary Interests".
Making available the Exit Facility is conditional on the passing
of the Resolution at the EGM. Should the Resolution not be passed,
and Cancellation not occur, the Exit Facility will not proceed and
not be available to Shareholders.
Subject to the passing of the Resolution, it is expected that
payments will be made under the Exit Facility on or around 22 March
2018.
Depositary Interests
Shareholders who hold Ordinary Shares in uncertificated form as
Depositary Interests and who wish to accept the Exit Facility
should take (or procure the taking of) the actions set out below to
transfer to escrow (by means of a TTE Instruction) the total number
of Depositary Interests in respect of which such Shareholders wish
to accept the Exit Facility, specifying the Receiving Agent (in its
capacity as a CREST participant under the participant ID referred
to below) as the escrow agent, as soon as possible and in any event
so that the transfer to escrow settles not later than 1.00 p.m. on
15 March 2018. Note that settlement cannot take place on weekends
or bank holidays (or other times at which the CREST system is
non-operational) and Shareholders should therefore time the input
and settlement of any TTE Instructions accordingly.
The input and settlement of a TTE Instruction shall constitute
an instruction to sell the specified number of Depositary Interests
at the purchase price, by transferring such Depositary Interests to
the relevant escrow account as detailed below.
If a Shareholder is a CREST sponsored member, the Shareholder
should refer to his/her CREST sponsor before taking any action. A
Shareholder's CREST sponsor will be able to confirm details of the
Shareholder's Participant ID and the member account ID under which
the Shareholder's Depositary Interests are held. In addition, only
the Shareholder's CREST sponsor will be able to send the TTE
Instruction to Euroclear in relation to the Shareholder's
Depositary Interests.
To accept the Exit Facility Shareholders should send (or, if a
Shareholder is a CREST sponsored member, procure that his/her CREST
sponsor sends) a TTE Instruction to Euroclear, which must be
properly authenticated in accordance with Euroclear's
specifications for transfers to escrow and which must contain, in
addition to the other information that is required for the TTE
Instruction to settle in CREST, the following details:
(a) the ISIN for the Depositary Interests which is: KYG423181083;
(b) the number of Depositary Interests to be transferred to an escrow balance;
(c) Shareholder's Member account ID;
(d) Shareholder's Participant ID;
(e) the Participant ID of the escrow agent, the Receiving Agent,
in its capacity as a CREST receiving agent, which is RA10;
(f) Member account ID of the escrow agent: 29492HAI;
(g) the Corporate Action Number of the Exit Facility, which is
allocated by Euroclear and is available by viewing the relevant
corporate action detail, in CREST;
(h) the intended settlement date for the transfer to escrow.
This should be as soon as possible and in any event no later than
1.00 p.m. on 15 March 2018;
(i) the standard delivery instruction with Priority 80; and
(j) contact name and telephone number inserted in the shared note field.
After settlement of the TTE Instructions, Shareholders will not
be able to access the Depositary Interests, the subject of such TTE
Instruction in CREST for any transaction or charging purposes,
notwithstanding that, the Depositary Interests will be held by the
Receiving Agent until they are transferred to the Receiving Agent,
as escrow agent for Hai Yuan Trading, unless the Exit Facility
becomes void or is terminated.
Shareholders are recommended to refer to the CREST Manual
published by Euroclear for further information on the CREST
procedures outlined above.
If Shareholders are in any doubt as to the procedure for
acceptance, please contact Link Asset Services on 0371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the UK will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30
p.m., Monday to Friday excluding pubic holidays in the UK. Please
note that Link Asset Services cannot provide advice on the merits
of the Exit Facility nor give any financial, legal or tax advice.
Shareholders are reminded that, if he/she are a CREST sponsored
member, he/she should contact his/her CREST sponsor before taking
any action.
Settlement
Unless the Exit Facility becomes void or is terminated or is
extended, the outcome of the Exit Facility is expected to be
announced on 19 March 2018. The payment of any consideration for
Ordinary Shares will be made only after the relevant TTE
Instruction has settled or (in the case of Ordinary Shares in
certificated form) timely receipt by the Receiving Agent of share
certificate(s) and/or other document(s) of title, or an indemnity
in lieu thereof, a properly completed and duly executed Exit
Facility Acceptance Form and any other documents required by the
Exit Facility Acceptance Form.
Settlement of the consideration to which any Shareholder is
entitled pursuant to the Exit Facility, will be made as
follows:
Depositary Interests
Where the Exit Facility is accepted in relation to Depositary
Interests any cash consideration will be paid by means of CREST by
Hai Yuan Trading procuring the creation of an assured payment
obligation in favour of the payment banks of accepting Shareholders
in accordance with the CREST assured payment arrangements, expected
to be not later than 4 Business Days after the day that the outcome
of the Exit Facility is announced.
Ordinary Shares in certificated form
Where an acceptance of the Exit Facility relates to Ordinary
Shares in certificated form cheques for the consideration will be
despatched by first class post, expected to be not later than 4
Business Days after the day that the outcome of the Exit Facility
is announced at the risk of the person entitled thereto. All cash
payments will be made in pounds sterling by cheque drawn on a
branch of a UK clearing bank.
Delivery of cash for the Ordinary Shares will be made by the
Receiving Agent. The Receiving Agent will act as agent for
Shareholders accepting the Exit Facility for the purpose of
receiving the cash and transmitting such cash to such
Shareholders.
7. Transactions following Cancellation
Ordinary Shares
The proposed Cancellation, should it be approved by Shareholders
at the Extraordinary General Meeting, would make it more difficult
for Shareholders to buy and sell Ordinary Shares should they wish
to do so.
Therefore, the Company will make arrangements for a Matched
Bargain Facility to assist Shareholders to trade in the Ordinary
Shares following Cancellation. The Matched Bargain Facility will be
administered directly by the Company. Under the Matched Bargain
Facility, Shareholders or persons wishing to acquire or dispose of
Ordinary Shares will be able to leave an indication with the
Company of the number of Ordinary Shares that they are prepared to
buy or sell at an agreed price. In the event that the Company is
able to match that order with an opposite sell or buy instruction,
they would contact both parties to arrange the trade. Should the
Cancellation become effective and the Company put in place the
Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.haikechemical.com.
However, in carrying out such activities, the Company will take no
responsibility to match up Shareholders wishing to sell and
purchase Ordinary Shares, and no responsibility in respect of the
time frame in which introductions or communications (if any) are
made or as to the price at which any trades might take place.
Depositary Interests
Due to the limited number of existing Shareholders and the
illiquidity of the Ordinary Shares prior to Cancellation the
Company will not maintain the Depositary Interest facility
following Cancellation and the Depositary Interests facility will
be cancelled. Depositary Interest holders will receive a share
certificate for their cancelled Depositary Interest holding.
Shareholders will be able to continue to trade their Ordinary
Shares in certificated form.
8. Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at a general meeting. Accordingly the Notice of
Extraordinary General Meeting set out on page 13 of this document
contains a special resolution to approve the Cancellation.
Under the AIM Rules, Cancellation will not take effect until at
least 5 clear Business Days have passed following the passing of
the Resolution. Furthermore, Rule 41 of the AIM Rules requires any
AIM company that wishes the London Stock Exchange to cancel the
admission of its shares to trading on AIM to notify shareholders
and to separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Resolution being passed at the Extraordinary General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 20 March 2018.
Accordingly, if the Resolution is passed the Cancellation will
become effective at 7.00 a.m. on 20 March 2018. If the Cancellation
becomes effective, Stockdale will cease to be nominated adviser to
the Company and the Company will no longer be required to comply
with the AIM Rules.
9. Extraordinary General Meeting
There is set out on page 14 of this document a notice convening
an Extraordinary General Meeting of the Company to be held at 11/F
Meeting Room, HaiKe Mansion, 726 Beiyi Road, Dongying City,
Shandong Province, China on 12 March 2018 at 10.00 a.m. (PRC). The
notice sets out the Resolution to be approved at the EGM.
The Resolution is proposed as a special resolution, which means
that it must be approved by more than 75 per cent. of votes cast by
Shareholders or on behalf of Shareholders at the Extraordinary
General Meeting.
Action to be taken by Shareholders holding Ordinary Shares in
certificated form
Shareholders will find enclosed with this document a Form of
Proxy for use in connection with the EGM. To be valid, a Form of
Proxy, completed and executed in accordance with the instructions
printed thereon, should be returned to Link Asset Services PXS, The
Registry, 34 Beckenham Road, Beckenham, BR3 4TU by not later than
5.30 p.m. on 8 March 2018. All Shareholders are urged to complete
and return the enclosed Form of Proxy, whether or not they intend
to be present at the meeting. The completion and return of the Form
of Proxy will not preclude a Shareholder from attending the EGM and
voting in person should they wish to do so.
Action to be taken by holders of Depositary Interests
Holders of Depositary Interests will find enclosed with this
document a Form of Direction for use in connection with the EGM. To
be valid, a Form of Direction, completed and executed in accordance
with the instructions printed thereon, should be returned to Link
Asset Services PXS, The Registry, 34 Beckenham Road, Beckenham, BR3
4TU by not later than 5.30 p.m. on 7 March 2018.
10. Irrevocable Undertakings
In connection with the Extraordinary General Meeting
(undertakings to vote in favour)
The Company has received irrevocable undertakings from HiTech
Chemical, Mr. Xiachong Yang and Mr. Zaizhong Zhang (each a Director
of the Company), Bright Direction Hong Kong Limited, Runhong
International Limited and WH Ireland Limited, to vote or procure
votes in favour of the Resolution, in respect of all Ordinary
Shares held by each of them (or in which they are interested),
being 26,854,898 Ordinary Shares in aggregate, representing
approximately 70.0 per cent. of the issued share capital of the
Company.
In connection with the Exit Facility (undertakings not to
accept)
The Company has received an irrevocable undertaking from HiTech
Chemical, not to accept the Exit Facility, in respect of all
Ordinary Shares held by it (or in which it is interested), being
21,219,042 Ordinary Shares, representing approximately 55.3 per
cent. of the issued share capital of the Company. HiTech Chemical
will therefore remain a Shareholder following Cancellation.
11. Recommendation
The Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders as a whole and
therefore unanimously recommend that you vote in favour of the
Resolution.
Yours faithfully
Mr. Xiaohong Yang
Executive Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document and notice to London Stock Exchange
of
proposed Cancellation 16 February 2018
Last time and date for receipt of Form of Direction 5.30 p.m. on
7 March 2018
Last time and date for receipt of Form of Proxy 5.30 p.m. on 8
March 2018
Date and time of Extraordinary General Meeting 10.00 a.m. (PRC)
on 12 March 2018
Last time and date for transfers to escrow in relation to
Depositary Interests
accepting the Exit Facility 1.00 p.m. on 15 March 2018
Last time and date for receipt of Exit Facility Acceptance Form
1.00 p.m. on 16 March 2018
Exit Facility record time and date 6.00 p.m. on 16 March
2018
Expected last day of dealings in Ordinary Shares on AIM 19 March
2018
Expected time and date of Cancellation 7.00 a.m. on 20 March
2018
Expected date of payment to accepting Shareholders under the
Exit Facility 22 March 2018
Notes:
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through the Regulatory Information Service.
All times shown in this document are London times unless
otherwise stated.
DEFINITIONS
The following definitions apply throughout this document and the
accompanying Notice of Extraordinary General Meeting, Form of
Proxy, Form of Direction and Exit Facility Acceptance Form, unless
the context requires otherwise or unless it is otherwise
specifically provided:
"AIM" AIM, the market of that name operated
by the London Stock Exchange
--------------------------- ----------------------------------------------
"AIM Rules" the rules and guidance for companies
whose shares are admitted to trading
on AIM published by the London Stock
Exchange, as amended from time to time
--------------------------- ----------------------------------------------
"Articles" the articles of incorporation of the
Company as amended from time to time
--------------------------- ----------------------------------------------
"Board" or "Directors" the directors of the Company as at
the date of this document, as detailed
on page 6
--------------------------- ----------------------------------------------
"Business Day" any day the London Stock Exchange is
open
--------------------------- ----------------------------------------------
"Cancellation" the cancellation of admission of Ordinary
Shares to trading on AIM, subject to
passing of the Resolution and in accordance
with Rule 41 of the AIM Rules
--------------------------- ----------------------------------------------
"Chairman" The chairman of the Board
--------------------------- ----------------------------------------------
"China" or "PRC" the People's Republic of China, which
for the purpose of this document, excludes
Hong Kong Special Administrative Region,
Macao Special Administrative Region
and Taiwan
--------------------------- ----------------------------------------------
"Circular" this document and its attachments
--------------------------- ----------------------------------------------
"Company" or "HaiKe" HaiKe Chemical Group Ltd, a company
incorporated and registered in the
Cayman Islands with company number
170001 and having its registered office
at PO Box 1350, Clifton House, 75 Fort
Street, Grand Cayman, KY1-1108, Cayman
Islands
--------------------------- ----------------------------------------------
"Companies Law" the Companies Law (as revised) of the
Cayman Islands, as amended, modified
or supplemented from time to time
--------------------------- ----------------------------------------------
"CREST" the relevant system (as defined in
the CREST Regulations) in respect of
which Euroclear is the operator (as
defined in those regulations)
--------------------------- ----------------------------------------------
"CREST Manual" the manual published by Euroclear governing
CREST operations
--------------------------- ----------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755) (as amended) relating
to the operation of CREST in the UK,
being the paperless settlement of trades
and the holdings of uncertificated
shares
--------------------------- ----------------------------------------------
"DEC" diethyl carbonate, a colourless liquid
with a mild pleasant odour and used
as a solvent and as a component of
electrolytes in lithium batteries
--------------------------- ----------------------------------------------
"Depositary Interests" the depositary interests in uncertificated
form representing Ordinary Shares issued
to a holder on the terms set out in
the DI Deed Poll
--------------------------- ----------------------------------------------
"DI Deed Poll" the first trust deed poll constituted
by Link Market Services Trustees Limited
in respect of the Depositary Interests
--------------------------- ----------------------------------------------
"DMC" dimethyl carbonate, a colourless liquid
produced from a chemical reaction between
propylene oxide and methanol and widely
used in medical applications
--------------------------- ----------------------------------------------
"EGM" or "Extraordinary the extraordinary general meeting of
General Meeting" the Company to be held at 10.00 a.m.
(PRC) on 12 March 2018, or any adjournment
thereof, notice of which is set out
at the end of this document
--------------------------- ----------------------------------------------
"Exit Facility" the facility to be provided by Hai
Yuan Trading, as described at pages
9 to 11 of this document
--------------------------- ----------------------------------------------
"Exit Facility Acceptance the form of acceptance in relation
Form" to the Exit Facility for use by Shareholders
holding Ordinary Shares in certificated
form
--------------------------- ----------------------------------------------
"Exit Facility Price" 30 pence per Ordinary Share
--------------------------- ----------------------------------------------
"Exit Facility Record 6.00 p.m. on 16 March 2018
Date and Time"
--------------------------- ----------------------------------------------
"Form of Direction" the form of direction attached to this
document for use by holders of Depositary
Interests in connection with the EGM
--------------------------- ----------------------------------------------
"Form of Proxy" the form of proxy attached to this
documentfor use by Shareholders in
connection with the EGM
--------------------------- ----------------------------------------------
"Group" the Company and/or its subsidiaries
from time to time, as the context requires
--------------------------- ----------------------------------------------
"HaiKe Trading" HaiKe Trading HongKong Limited, a limited
company incorporated in Hong Kong with
company number 996446 and being an
indirect wholly owned subsidiary of
the Company
--------------------------- ----------------------------------------------
"Hai Yuan Trading" (Hai Yuan Trading Pte Ltd.), a private
limited company incorporated in Singapore
with registered number 201006384K and
being an indirect wholly owned subsidiary
of HiTech Chemical
--------------------------- ----------------------------------------------
"HiTech Chemical" or HiTech Chemical Investment Ltd., a
"Controlling Shareholder" BVI registered company with company
number 1019496
--------------------------- ----------------------------------------------
"IPA" isopropyl alcohol, colourless, flammable
compound with strong odour and produced
through propylene hydration reaction
catalysed under pressure
--------------------------- ----------------------------------------------
"Link Asset Services" a trading name of Link Market Services
Limited
--------------------------- ----------------------------------------------
"Letter from the Chairman" the letter from Mr Xiaohong Yang, the
executive chairman of the Group, set
out on pages 6 to 12 of this document
--------------------------- ----------------------------------------------
"London Stock Exchange" London Stock Exchange plc
--------------------------- ----------------------------------------------
"Matched Bargain Facility" a matched bargain facility administered
by the Company to assist Shareholders
to trade in the Ordinary Shares following
Cancellation
--------------------------- ----------------------------------------------
"Notice" the notice of EGM set out on page 13
of this document
--------------------------- ----------------------------------------------
"Ordinary Shares" ordinary shares of US$0.002 each in
the capital of the Company
--------------------------- ----------------------------------------------
"Receiving Agent" Link Asset Services
--------------------------- ----------------------------------------------
"Registrars" Link Asset Services
--------------------------- ----------------------------------------------
"Registrar of Companies" the Registrar of Companies of the Cayman
Islands
--------------------------- ----------------------------------------------
"Regulatory Information one of the regulatory information services
Service" approved by the London Stock Exchange
for the distribution to the public
of AIM announcements and included within
the list maintained on the London Stock
Exchange's website
--------------------------- ----------------------------------------------
"Re-registration" the re-registration of the Company
as an exempted company with the Registrar
of Companies of the Cayman Islands
--------------------------- ----------------------------------------------
"Resolution" the special resolution to be proposed
at the EGM, details of which are set
out in the Notice
--------------------------- ----------------------------------------------
"Shareholder(s)" holder(s) of Ordinary Shares
--------------------------- ----------------------------------------------
"Stockdale" Stockdale Securities Limited
--------------------------- ----------------------------------------------
"TTE Instruction(s)" in CREST, a transfer to escrow instruction(s)
--------------------------- ----------------------------------------------
"UK" the United Kingdom of Great Britain
and Northern Ireland
--------------------------- ----------------------------------------------
In this document:
Currencies and Exchange Rate
A reference to GBP is to pounds sterling, being the lawful
currency of the UK.
A reference to CNY is to Chinese Renminbi, being the lawful
currency of China.
A reference to US$ is to United States Dollars, being the lawful
currency of the United States of America.
Unless otherwise stated in this document, the following rate of
exchange from CNY to GBP has been applied: CNY100 : GBP8.7792
Information regarding forward-looking statements
This document contains a number of forward-looking statements
relating to the Company. The Company considers any statements that
are not historical facts as "forward- looking statements". They
relate to events and trends that are subject to risks and
uncertainties that could cause the actual results and financial
position of the Company to differ materially from the information
presented in the relevant forward-looking statement.
When used in this document the words "estimate", "project",
"intend", "aim", "anticipate", "believe", "expect", "should", and
similar expressions, as they relate to the Company or the
management of it, are intended to identify such forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this document. The Company does not undertake any obligation
publicly to update or revise any of the forward-looking statements,
whether as a result of new information, future events or otherwise,
save in respect of any requirement under applicable laws, the AIM
Rules and other regulations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFFDFTIELIT
(END) Dow Jones Newswires
February 16, 2018 02:00 ET (07:00 GMT)
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