INFORMATION ABOUT THE PARTIES. The Group is principally engaged in leveraged foreign exchange and other trading, while the provision of cash dealing and securities trading referral services also form part of the Group’s business model. Banclogix is principally engaged in the provision of information technology services and is wholly owned by KVB Holdings which is principally engaged in investment holding and is owned as to 75% of its equity interest by ▇▇. ▇▇, a non-executive Director, and 25% of its equity interest by the Administrators. KVB Holdings holds approximately 14.75% of the issued share capital of the Company as at the date of this announcement. As at the date of this announcement, Banclogix is a wholly-owned subsidiary of KVB Holdings, which is a substantial shareholder of the Company, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the Information Technology Services Agreement as amended by the Second Supplemental Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Information Technology Services Agreement as amended by the Second Supplemental Agreement are required to be aggregated with the transactions under the Software Licence Agreement (which is also a continuing connected transaction with Banclogix) as they were entered into within a 12-month period. As one or more of the applicable percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) exceeds 5% and the total consideration exceeds HK$10,000,000, the transactions contemplated constitute non-exempt continuing connected transactions of the Company and are subject to the reporting, announcement, annual review and Shareholders’ approval requirements under Chapter 14A of the Listing Rules. KVB Holdings and its associates are required to abstain from voting on the resolution of the EGM for approving the Second Supplemental Agreement and the Revised Aggregate Annual Caps. Saved as mentioned above and below, to the best of the Directors’ knowledge and belief, no other Director or Shareholder has any material interest in the transactions and therefore will be required to abstain from voting on the relevant resolutions at the EGM. The Directors have established the Independent Board Committee comprising three independent non-executive Directors, namely ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ KEYSER and ▇▇. ▇▇▇ ▇▇▇▇▇▇, to advise the Independent Shareholders in respect of, among other things, the Second Supplemental Agreement and the Revised Aggregate Annual Caps. The Independent Financial Adviser has also been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.
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Sources: Information Technology Services Agreement, Information Technology Services Agreement
INFORMATION ABOUT THE PARTIES. The Group is principally engaged in leveraged foreign exchange and other trading, while the provision of cash dealing and securities trading referral services also form part of the Group’s business model. Banclogix is principally engaged in the provision of information technology services and is wholly owned by KVB Holdings which is principally engaged in investment holding and is owned as to 75% of its equity interest by ▇▇. ▇▇, a non-executive Director, and 25% of its equity interest by the Administrators. KVB Holdings holds approximately 14.75% of the issued share capital of the Company as at the date of this announcement. As at the date of this announcement, Banclogix is a wholly-owned subsidiary of KVB Holdings, Holdings which is a substantial shareholder of the Company, and is therefore a connected person of the Company under Chapter 14A 20 of the GEM Listing Rules. Accordingly, the Information Technology Services Agreement as amended by the Second Supplemental Agreement constitutes a continuing connected transaction of the Company under Chapter 14A 20 of the GEM Listing Rules. Pursuant to Rule 14A.81 20.79 of the GEM Listing Rules, the transactions contemplated under the Information Technology Services Agreement as amended by the Second Supplemental Agreement are required to be aggregated with the transactions under the Software Licence Agreement (which is also a continuing connected transaction with Banclogix) as they were entered into within a 12-month period. As one or more of the applicable percentage ratio(s) (as defined in Rule 14.07 19.07 of the GEM Listing Rules) exceeds 5% and the total consideration exceeds HK$10,000,000%, the transactions contemplated thereunder constitute non-exempt continuing connected transactions of the Company and are subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A 20 of the GEM Listing Rules. KVB Holdings and its associates are required to abstain from voting on the resolution of the EGM for approving the Second Supplemental Agreement and the Revised Aggregate Annual Caps. Saved as mentioned above and belowabove, to the best of the Directors’ knowledge and belief, there are no other Director or Shareholder has Shareholders that have any material interest in the transactions and therefore will not be required to abstain from voting on the relevant resolutions at the EGM. The Directors have established the Independent Board Committee comprising three independent non-executive Directors, namely ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ KEYSER Keyser and ▇▇. ▇▇▇ ▇▇▇▇▇▇, to advise the Independent Shareholders in respect of, among other things, the Second Supplemental Agreement and the Revised Aggregate Annual Caps. The Independent Financial Adviser has also been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.
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