The Directors who held office as at 31 December 2022 had the following interests in the Shares and underlying Shares at that date as recorded in the register of directors’ and chief executive’s interests required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code:
Name of Director |
Capacity |
Number of Shares and Underlying Shares Held |
% of Total Issued Shares (Note 1) |
Dr Chen | Founder of a discretionary trust (Note 2) |
3,035,081,552 (L) | 69.26 (L) |
Dr Chen | Founder of a discretionary trust (Note 3) |
1,142,378,575 (L) | 26.07 (L) |
Notes:
(1) Based on the Company’s issued share capital of 4,382,136,354 Shares as at 31 December 2022.
(2) Such interest includes (i) 1,961,516,919 Shares directly held by SAKAI PRIVATE TRUST COMPANY PTE. LTD. (the “Trustee”), as trustee of a discretionary family trust named The Sakai Trust; and (ii) 1,073,564,633 Shares indirectly held by the Trustee through LIPKCO Group Limited, LIPKCO ENTERPRISES LIMITED and ChenLipKeong Capital Limited. As the founder of The Sakai Trust, Dr Chen is deemed to be interested in the Shares held by The Sakai Trust. Details of the interests in the Company held by the Trustee and LIPKCO Group Limited are set out in the section headed “Substantial Shareholders’ Interests and Short Positions in Shares and Underlying Shares” below.
(3) These 1,142,378,575 Settlement Shares or such Adjusted Settlement Shares (both as defined in the circular of the Company dated 22 July 2019) will be issued to ChenLipKeong Fund Limited upon completion of the Guaranteed Maximum Sum Design and Build Agreement (“DBA”) and the Subscription Agreement on or before 30 September 2025 or such other extended date as is agreed between the parties. ChenLipKeong Fund Limited is wholly-owned by the Trustee as a trustee of The Sakai Trust. As the founder of The Sakai Trust, Dr Chen is deemed to be interested in the Shares which will be held by ChenLipKeong Fund Limited.
(4) The letter “L” denotes the entity’s long position in the Shares.
Name of Director |
Capacity |
Amount of Debentures Held |
Dr Chen | Founder of a discretionary trust (Note) | US$45,000,000 |
Note:
ChenLipKeong Capital Limited which is wholly-owned by the Trustee held an aggregate principal amount of US$45,000,000 7.95% senior notes due 2024 issued by the Company. The notes cannot be converted into Shares. As the founder of The Sakai Trust, Dr Chen is deemed to be interested in the notes held by The Sakai Trust.
Save as disclosed above, as at 31 December 2022, none of the Directors or the chief executive of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or the Model Code.
So far as the Directors or the chief executive of the Company are aware of, as at 31 December 2022, the Shareholders, other than a Director or the chief executive of the Company, who had an interest or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under provisions of Divisions 2 and 3 in Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register referred to therein, were as follows:
Shareholders |
Capacity |
Number of Shares held |
% of Total Issued Shares (Note 1) |
SAKAI GLOBAL HOLDINGS LTD. (“Sakai Global”) |
Interest of controlled corporation (Note 2) |
4,177,460,127 | 95.33 (L) |
SAKAI PRIVATE TRUST COMPANY PTE. LTD. (the “Trustee”) |
Beneficial owner | 1,961,516,919 | 44.76 (L) |
SAKAI PRIVATE TRUST COMPANY PTE. LTD. |
Interest of controlled corporation (Note 3) |
1,073,564,633 | 24.50 (L) |
SAKAI PRIVATE TRUST COMPANY PTE. LTD. |
Interest of controlled corporation (Note 4) |
1,142,378,575 | 26.07 (L) |
LIPKCO Group Limited | Beneficial owner | 797,015,214 | 18.19 (L) |
ChenLipKeong Fund Limited | Beneficial owner (Note 4) | 1,142,378,575 | 26.07 (L) |
Notes:
(1) Based on the Company’s issued share capital of 4,382,136,354 Shares as at 31 December 2022.
(2) Such interests include (i) Shares directly held by the Trustee; (ii) Shares indirectly held by the Trustee through ChenLipKeong Capital Limited (“CLK Capital”), LIPKCO Group Limited (“LGL”) and LIPKCO ENTERPRISES LIMITED (“LEL”); and (iii) Shares to be held by ChenLipKeong Fund Limited (“CLK Fund”) (please refer to note 4 below for details). All of CLK Capital, LGL, LEL and CLK Fund are in turn wholly-owned by the Trustee as the trustee of The Sakai Trust. The Trustee is in turn wholly-owned by Sakai Global. Hence, Sakai Global is deemed to be interested in the Shares held by the Trustee.
(3) Such interests are held by CLK Capital, LGL and LEL which in turn are wholly-owned by the Trustee. The Trustee is therefore deemed to be interested in the Shares held by CLK Capital, LGL and LEL.
(4) Upon the completion of the DBA and the Subscription Agreement on or before 30 September 2025 or such other extended date as is agreed between the parties, these 1,142,378,575 Settlement Shares or such Adjusted Settlement Shares (both as defined in the circular of the Company dated 22 July 2019) for the development funding of the Naga 3 project will be issued to CLK Fund. The Trustee is deemed to be interested in the Shares which will be held by CLK Fund as it holds the entire issued share capital of CLK Fund.
(5) The letter “L” denotes the entity’s long position in the Shares.
Save as disclosed above and so far as the Directors and the chief executive of the Company are aware of, as at 31 December 2022, no other party (other than a Director or the chief executive of the Company) had an interest or short positions in the Shares or the underlying Shares which would fall to be disclosed to the Company under provisions of Divisions 2 and 3 in Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register referred to therein.