阿尔法企业 二零一八中期报告(15)

阿尔法企业 二零一八中期报告

14ALPHA PROFESSIONAL HOLDINGS LIMITED • Interim Report 2018Notes to the Unaudited Condensed Consolidated Financial Statements

For the six months ended 30 September 2018

2. BASIS OF PREPARATION (Continued)

Restructuring of the Group (Continued)

Following the review hearing of the Listing (Review) Committee held

on 14 February 2017, the Listing (Review) Committee informed the

Company by a letter dated 22 February 2017 that it decided to

conditionally stay the cancellation of listing of the Shares on the Stock

Exchange (the “Decision ”). The stay of the cancellation was for the

specific purpose of allowing the Company an opportunity to provide

all relevant information stated in the Revised Proposal within three

months from the date of the Decision to prove its resumption case to

the Stock Exchange’s satisfaction.

A written update in relation to the Revised Proposal was subsequently

submitted to the Stock Exchange on 24 April 2017. In May and June

2017, the Company and the professional advisers addressed various

queries raised by the Stock Exchange and finally on 30 June 2017,

the Company received a letter from the Stock Exchange that the

Listing Committee had decided to allow the Company to proceed

with the Revised Proposal subject to the following conditions, which

should be completed to the satisfaction to the Listing Department by

29 November 2017:(1) completion of all transactions contemplated (including the share consolidation, the share subscriptions, the open offer and the group reorganisation) under the Resumption Proposal and the Revised Proposal; and (2) the winding-up petitions against the Company and its subsidiaries being withdrawn or dismissed and the Provisional Liquidators being discharged.

The Company entered into a supplemental agreement and a share

subscription agreement with the Investor on 25 July 2017 in order

to effect the resumption plans as stated in the Resumption Proposal

and the Revised Proposal. On 25 September 2017, the Company

published a circular (the “Circular ”) in relation to (1) the restructuring

of the Company which included (a) the capital reorganisation, (b)

the open offer, (c) the schemes of arrangement of H ong Kong

and Bermuda (the “Scheme ”), (d) the share subscriptions, (e) the

working capital loan and loan facility, (f) the placing of the Shares to

management of the Group, (2) the application for whitewash waiver,

(3) the appointment of the Directors, (4) the Delisting and (5) notice of

special general meeting of the Company (the “SGM ”).

Following the SGM held on 16 October 2017, all the ordinary

resolutions were passed by way of poll. Further, as part of the

restructuring, the meetings for the Schemes were also held on 16

October 2017. During the meetings, the resolutions to approve the

Scheme were duly passed with the approval of the requisite majorities

of the scheme creditors. The Schemes were also sanctioned by the

High Court and the Supreme Court of Bermuda on 31 October 2017. 2.

(1)

(2)

(1) (a) (b) (c) (d) (e) (f) (2) (3) (4) (5)