970.HK Cash offer

NEW SPARKLE ROLL INTERNATIONAL GROUP LIMITED (970.HK) VOLUNTARY CONDITIONAL CASH OFFERS

Purchase price: HKD 0.9 in cash per share.

CONDITION OF THE OFFERS:
As disclosed in the section headed ‘‘Conditions to the Offers’’ in Part III – Letter from Shenwan Hongyuan of the Offer Document, the Share Offer shall be conditional upon the satisfaction of the following Conditions on or before the First Closing Date unless otherwise waived by the Offeror:
(i) valid acceptances of the Share Offer being received (and not, where permitted withdrawn by 4:00 p.m. on the First Closing Date) (or such later time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of such number of Offer Shares which, together with Shares already owned or agreed to be acquired before or during the Offers, would result in the Offeror and his Concert Parties holding more than 50% of the voting rights in the Company as at the First Closing Date;
(ii) the Shares remaining listed and traded on the Stock Exchange up to the First Closing Date (or, if earlier, the Unconditional Date) save for any temporary suspension(s) of trading in the Shares as a result of the Offers and no indication being received on or before the First Closing Date (or, if earlier, the Unconditional Date) from the SFC and/or the Stock Exchange to the effect that the listing of the Shares on the Stock Exchange is or is likely to be withdrawn, other than as a result of either the Offers or anything done or caused by or on behalf of the Offeror or his Concert Parties;
(iii) no event, up to the First Closing Date, having occurred which would make the Offers or the acquisition of any of the Shares under the Offers void unenforceable or illegal or their implementation being prohibited or which would impose material conditions, limitations or obligations with respect to the Offers;
(iv) no Relevant Authority(ies) in Hong Kong or any other jurisdictions having taken or instigated any action, proceeding, suit, investigation or enquiry, or enacted or made or proposed, and there not continuing to be outstanding, any statute, regulation, demand or order that would make the Offers or the acquisition of any of the Shares or securities of the Company under the Offers void, unenforceable or illegal or prohibit the implementation of, or which would impose any material conditions, limitations or obligations with respect to, the Offers (other than such items or events above as would not have a material adverse effect on the legal ability of the Offeror to proceed with or consummate the Offers);
(v) no event occurring or having occurred which is an event of default or other event giving any lender to any member of the Group a right to accelerate the repayment of any obligations prior to their stated maturity date arising from any financing documentation to which any member of the Group is a party or by which it is bound and no lender to any member of the Group indicating on or prior to the date to be stated in the Offer Document as the First Closing Date that it will exercise such rights to accelerate repayment or claim an event of default; and
(vi) since the date of the last audited consolidated financial statements of the Company, there having been no change, effect, fact, event or circumstance which has had or would reasonably be expected to have a material adverse effect on, or to cause a material adverse change in, the general affairs, management, financial position, business, prospects, conditions (whether financial, operational, legal or otherwise), earnings, solvency, current or future consolidated financial positions, shareholders’ equity or results of operations of the Company or any other member of the Group.

If you accept the corporate action, please fill in the following information before 4 pm on 20/12/2023, and forward it to cs@futuhk.com by registered email to submit your application.

1. FutuBull ID:
2. Name: (Name in Chinese or English)
3. Stock code: 970.HK
4. Accepted corporate action shares: (fill in the number of shares applying for corporate action) [This corporate action does not accept additional applications]

Corporate action application fee:
Corporate action handling fee: HKD 0.80 per board lot
Handling fee: HKD 1.00 per board lot (Minimum HKD 30)
Stamp duty fee: 0.1% per transaction amount

Transaction Settlement Date: After the market close on 18/12/2023 (Stocks purchased after this date will not be accepted for corporate action applications)

Deadline for corporate action on 20/12/2023@16:00 p.m. (HONG KONG TIME GMT+8).

Note:
1. If you do not receive an email reply before the deadline, you will automatically be deemed to have given up this corporate action
2. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds
3. Please reserve enough funds to pay the handling fee, otherwise, it will be deemed as a waiver
4. If you fill in the wrong application information, you need to resend the email to submit the application
5. Listed and sold stocks cannot apply for corporate action
6. Once a corporate action is applied, it cannot be withdrawn
7. In case of any changes, the announcement of the listed company shall prevail

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