The directors of the Company (the “Directors”) who held office as at 30 June 2022 had the following interests in the Shares, underlying Shares and debentures at that date as recorded in the register of directors’ and chief executive’s interests required to be kept under section 352 of the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) (the “SFO”) or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”):
Name of Director |
Capacity |
Number of Shares and Underlying Shares Held |
% of Total Issued Shares (Note 1) |
Tan Sri Dr Chen Lip Keong (“Dr Chen”) |
Founder of a discretionary trust (Note 2) |
1,062,373,297 (L) | 24.47 (L) |
Dr Chen | Beneficial owner | 1,943,107,166 (L) | 44.76 (L) |
Dr Chen | Interest of controlled corporation (Note 3) |
1,142,378,575 (L) | 26.32 (L) |
Notes:
(1) Based on the Company’s issued share capital of 4,341,008,041 Shares as at 30 June 2022.
(2) Such interest includes (i) 951,795,297 Shares held by ChenLa Foundation, a discretionary family trust, through LIPKCO ENTERPRISES LIMITED and LIPKCO Group Limited; and (ii) 110,578,000 Shares held by Sakai Private Trust Company Pte. Ltd. as trustee of The Sakai Trust, a discretionary family trust, through ChenLipKeong Capital Limited. As the founder of ChenLa Foundation and The Sakai Trust, Dr Chen is deemed to be interested in the Shares held by ChenLa Foundation and The Sakai Trust. Details of the interests in the Company held by ChenLa Foundation 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. By virtue of the 100% interest held by Dr Chen in ChenLipKeong Fund Limited, Dr Chen is deemed to be interested in the Shares which will be held by ChenLipKeong Fund Limited. Details of the interests in the Company held by ChenLipKeong Fund Limited is set out in the section headed “Substantial Shareholders’ Interests and Short Positions in Shares and Underlying Shares” below.
(4) The letter “L” denotes the entity’s long position in the Shares.
Name of Director |
Capacity |
Amount of Debentures Held |
Dr Chen | Interest of controlled corporation (Note) | US$45,000,000 |
Notes:
ChenLipKeong Capital Limited which is wholly-owned by Sakai Private Trust Company Pte. Ltd. as trustee of The Sakai Trust 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 of the Company held by The Sakai Trust.
Save as disclosed above, as at 30 June 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 30 June 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 the 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:
Name of Shareholder |
Capacity |
Number of Shares Held |
% of Total Issued Shares (Note 1) |
ChenLa Foundation | Interest of controlled corporation (Note 2) |
951,795,297 (L) | 21.93 (L) |
LIPKCO Group Limited | Beneficial owner | 789,534,854 (L) | 18.19 (L) |
ChenLipKeong Fund Limited | Beneficial owner (Note 3) | 1,142,378,575 (L) | 26.32 (L) |
Notes:
(1) Based on the Company’s issued share capital of 4,341,008,041 Shares as at 30 June 2022.
(2) Such interests are held by LIPKCO Group Limited and LIPKCO ENTERPRISES LIMITED which in turn are controlled by ChenLa Foundation of which Dr Chen is the founder.
(3) 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 ChenLipKeong Fund Limited. ChenLipKeong Fund Limited is wholly owned by Dr Chen.
(4) 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 30 June 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.