阿尔法企业 二零一八中期报告(17)

阿尔法企业 二零一八中期报告

16ALPHA 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)

Capital Reorganisation and Equity Fund Raising Exercise

The Company, the Provisional Liquidators and Alpha had entered into

a framework agreement on 5 June 2015 as part of the restructuring of

the Company comprising, among others, capital reorganisation and

an open offer. On 25 July 2017, the said framework agreement was

amended and restated as the new framework agreement.Capital Reorganisation Under the new framework agreement, capital reorganisation entailed share consolidation on the basis of every twenty (20) shares of US$0.008 each consolidated into one (1) consolidated share of US$0.16 each in the share capital of the Company (the “Consolidated Shares ”). The share consolidation became effective on 17 October 2017 and on the same date, the Company’s authorised share capital was increased from US$10,000,000 to US$100,000,000, divided into 625,000,000 Consolidated Shares of US$0.16 each by the creation of 562,500,000 new Consolidated Shares.Share Subscriptions On 25 July 2017, the Company and Alpha entered into an investment share subscription agreement (the “Share Subscription Agreement 1”) whereby Alpha had conditionally agreed to subscribe of 188,134,528 Consolidated Shares at a price of US$0.16 per offer Share.On 7 September 2017, the Company and Tongfang also entered into an investment share subscription agreement (the “Share Subscription Agreement 2”) whereby Tongfang had conditionally agreed to subscribe of 12,711,719 Consolidated Shares at a price of US$0.16 per offer Share.Both the Share Subscription Agreement 1 and the Share Subscription Agreement 2 have been completed on 27 November 2017 and gross proceeds of approximately US$30.1 million and approximately US$2.03 million, respectively were raised.Open Offer On 20 September 2017, the Company and China Galaxy International Securities (Hong Kong) Co., Limited (the “Underwriter ”) entered into an underwriting agreement (the “Underwriting Agreement ”) whereby the Underwriter agreed to underwrite an open offer (the “Open Offer ”) proposed by the Company on the basis of two (2) offer Shares for every five (5) Consolidated Shares on the Open Offer record date, (i) H ong Kong Open Offer date for shareholders in H ong Kong; or (ii) Singapore Open Offer record date for shareholders in Singapore with standing to the credit securities accounts held with The Central Depository (Pte) Limited in Singapore. The Open Offer involved the allotment and issuance of 15,253,753 Consolidated Shares at a price of US$0.16 per offer Share. The Open Offer and the Underwriting Agreement became unconditional on 21 November 2017, and the allotment and issuance of 15,253,753 Consolidated Shares at a price of US$0.16 per Offer Share subsequently took place on 24 November 2017.

2. Alpha

(20) 0.008

0.16

(1)

562,500,000

10,000,000

100,000,000 625,000,000

0.16

Alpha

Alpha

0.16

188,134,528

0.16

12,711,719

30.1

2.03

((i)

(ii)

The Central Depository (Pte) Limited

(5)

(2)

0.16

15,253,753

0.16

15,253,753