investor

Announcements

Sunshine Oilsands Ltd. is committed to providing our investors and the public with timely and accurate information regarding our business and operating activies.
March 5, 2021

POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON MARCH 5, 2021 (HONG KONG TIME) / MARCH 4, 2021 (CALGARY TIME) AND GRANT OF WHITEWASH WAIVER

Reference is made to (i) the announcement and the circular of Sunshine Oilsands Ltd. (the “Company”) dated October 16, 2020 (Hong Kong time) and February 3, 2021 (Hong Kong time) (the “Original Circular”) respectively relating to, among others, the Proposed Conversion of CB in full by the Subscriber and the application for Whitewash Waiver; (ii) the Company’s announcement dated February 8, 2021 (Hong Kong time) and the circular dated March 1, 2021 (Hong Kong time) (the “Supplemental Circular”), in relation to, among others, the interest waiver agreement entered into between the Forbearing Noteholders and the Company; and (iii) the notice of the special general meeting (the “Special GeneralMeeting” or “SGM”) of the Company dated February 3, 2021 (Hong Kong time) (the “Notice”) and an announcement dated February 24, 2021 (Hong Kong time) (the “Postponement of SGM Announcement”) in relation to, among others, the postponement of the SGM.
 
Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Original Circular and the Supplemental Circular.
 
The board of directors of the Company (the “Board”) is pleased to announce that the resolutions set out in the Notice were duly passed by the Independent Shareholders by way of poll at the SGM held on March 5, 2021 (Hong Kong time) / March 4, 2021 (Calgary time). Computershare Hong Kong Investor Services Limited, the Hong Kong share registrar of the Company, was appointed as the scrutineer for the vote-taking at the Meeting.
 
The poll results in respect of the resolutions proposed at the SGM is set out below: 

 

 

 

Resolutions

 

Number of Votes (%)

Total Voting Rights Present at the Meeting

For

Against

 

 

  1. 1.     To approve and confirm the conversion of all convertible bonds held by Prime Union Enterprises Ltd. (the “Subscriber”) under the Subscription Agreement dated April 1, 2020 where the Subscriber subscribed fixed rate convertible bonds in an aggregate principal amount of HK$72,000,000 at a conversion price of HK$0.632 per conversion share (subject to adjustment per the terms thereof) and to authorize any one director to do all such acts and  things, and execute all documents as he/she may consider necessary or desirable to implement any of the matters relating to or incidental to the conversion. Details are set out in the Original Circular

 

22,699,290

(99.999%)

 

 

145

(0.001%)

 

22,699,435

 

As more than 50% of the votes were cast in favour of Resolution 1, Resolution 1 was duly passed.

 

 

  1. 2.     To  approve the waiver regarding to Note 1 on Dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”) waiving any obligation on the part of the Subscriber to make a mandatory general offer to the holders of securities of the Company to acquire the securities of the Company other than those already owned or agreed to be purchased by the Subscriber and the parties acting in concert with it which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of the conversion (the “Whitewash Waiver”) and to authorize any one director to do all such acts and things, and execute documents (including the affixation of the common seal of the Company where execution under seal is required) and take all steps which, in his/her opinion deem necessary, desirable or expedient to carry out or to give effect to any matters relating to or in connection with the Whitewash Waiver

 

22,699,230

(99.999%)

 

 

205

(0.001%)

 

22,699,435

 

As not less than 75% of the votes were cast in favour of Resolution 2, Resolution 2 was duly passed.

 

 

The percentage figures included in the above table have been subject to rounding adjustments.

 

As at March 5, 2021 (Hong Kong time) / March 4, 2021 (Calgary time), the total number of issued Shares of the Company was 129,554,630 Shares.  As at the date hereof, the Subscriber and the parties acting in concert with it (including Mr. Kwok Ping Sun and his wholly-owned company, Tai Feng Investments Limited, Ms. Gloria Ho, Mr. Michael J Hibberd and Ms. Xijuan Jiang), altogether, are interested in an aggregate of 38,579,335 Shares, representing approximately 29.78% of the issued share capital of the Company as at the date hereof. The total number of Shares entitling the Independent Shareholders to attend and vote on the resolutions at the SGM was 90,975,295 Shares, representing approximately 70.22% of the issued share capital of the Company.
 
The Subscriber, its associates and the Concert Group and those who are involved or interested in the Whitewash Waiver and/or the Conversion are required to abstain from voting at the SGM and they have abstained from voting on the relevant resolutions at the SGM. Save as disclosed herein, there were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the SGM and no other Shareholders was required to abstain from voting at the SGM under the Listing Rules, and no parties have stated their intention in the Circular to vote against or abstain from voting on the resolutions at the SGM.
 
GRANT OF WHITEWASH WAIVER
 
The Executive has granted the Whitewash Waiver on March 4, 2021 (Hong Kong time), subject to:
  1. (i) the Whitewash Waiver and (ii) the Conversion being separately approved by at least 75% and more than 50% respectively of the independent vote (as defined in Note 1 on dispensations from Rule 26 of the Takeovers Code) that are cast either in person or by proxy at a general meeting of the Company, to be taken on a poll; and

     

  2. unless the Executive gives prior consent, no acquisition or disposal of voting rights being made by the Subscriber and its concert parties between the announcement of the Proposed Conversion and the completion of the Conversion.

     

 
 
EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The table below depicts the shareholding structure of the Company, assuming there is no change in the issued share capital of the Company, (i) as at the date of this announcement; and (ii) immediately after full conversion of the CB based on the initial Conversion Price:
 

As at the
date of this announcement

 

Immediately upon full conversion of CB

The Subscriber1

10,338,000

7.98%

 

124,262,051

51.04%

Tai Feng Investments Ltd1

8,556,750

6.60%

 

8,556,750

3.51%

Mr. Sun1

17,413,790

13.44%

 

17,413,790

7.15%

Other Directors

         

Michael J Hibberd2

2,165,981

1.67%

 

2,165,981

0.89%

Xijuan Jiang3

104,814

0.08%

 

104,814

0.04%

Gloria Ho4

-

 

 

-

-

The Subscriber and parties acting in concert with it

38,579,335

29.78%

 

152,503,386

62.64%

Independent non-executive directors:

         

Yi He

139,682

0.11%

 

139,682

0.06%

Guangzhong Xing

-

-

 

-

-

Other Public Shareholders 5

90,835,613

70.11%

 

90,835,613

37.31%

           

Total

129,554,630

100.00%

 

243,478,681

100.00%

           

Notes

  1. Mr. Sun is the Executive Chairman and a Substantial Shareholder of the Company. He is interested or deemed to be interested in an aggregate of 36,308,540 Shares (representing approximately 28.03% of the share capital of the Company as at the date hereof), including (i) 10,338,000 Shares held by the Subscriber, a company directly and wholly-owned by Mr. Sun; (ii) 8,556,750 Shares directly held by Tai Feng Investments Limited, another company directly and wholly-owned by him and (iii) 17,413,790 Shares beneficially held by him. As at the date of this announcement, Mr. Sun has share options to subscribe for an aggregate 6,933,580 Shares granted by the Company under the Post-IPO Share Option Scheme of the Company.

     

  2. Mr. Michael J Hibberd is the Non-Executive Vice-Chairman of the Company and is presumed to be acting in concert with the Subscriber under the Takeovers code.

     

  3. Ms. Xijuan Jiang is a Non-Executive Director of the Company and is presumed to be acting in concert with the Subscriber under the Takeovers code.

     

  4. Ms. Gloria Ho is an Executive Director of the Company and is presumed to be acting in concert with the Subscriber under the Takeovers code.

     

  5. Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

 

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

 

    By Order of the Board of Sunshine Oilsands Ltd.

Sun Kwok Ping
Executive Chairman

 

Hong Kong, March 5, 2021

Calgary, March 5, 2021

 

As at the date of this announcement, the Board consists of Mr. Kwok Ping Sun and Ms. Gloria Pui Yun Ho as executive directors; Mr. Michael John Hibberd, Ms. Linna Liu and Ms. Xijuan Jiang as non-executive directors; and Mr. Yi He as independent non-executive director.