HISTORY, DEVELOPMENT AND REORGANISATION

Transcription

1 OUR COMPANY Our Company was incorporated in the Cayman Islands under the Companies Law as an exempted company with limited liability on 7 February Pursuant to the Reorganisation as more particularly described in the sub-section headed Reorganisation in this section, our Company has become the holding company of our Group for the purpose of the [REDACTED] and holds the entire interest in our operating subsidiaries, namely GES and RLT, and our property holding subsidiary, namely WIL, through our investment holding company, Motion Cast. OUR BUSINESS HISTORY AND DEVELOPMENT Established in 2006, we are a Hong Kong-based financial trading solution provider principally engaged in the development and provision of financial trading solutions. Our customers are mainly financial institutions, including brokerage firms and wealth management companies, and mainly located in Asia Pacific region, such as Hong Kong, Indonesia, Malaysia, Australia and Japan, as well as Cyprus. Our business history can be traced back to July 2006 when GES commenced business as a software application service provider and consultant. Over the years, we continued to develop and upgrade our financial trading solutions. In 2006, we launched a trading system, itrading System (currently known as GES TX), for trading OTC-traded financial instruments and a fund management system, FMS (currently known as GES IX), for wealth management companies to administer their funds and manage their clients investment portfolios. In 2015, we launched a trading system, GES EX, for trading stock exchange-traded financial instruments. Our executive Director, Mr. Chung, who has over 18 years of experience in software engineering, system development and information technology consulting, joined our Group in 2006 and is responsible for the day-to-day management, overseeing the business operations, business development, strategic planning and supervising the financial trading platform development projects of our Group. See Directors and Senior Management in this document for details of the background and relevant experience of Mr. Chung. Due to the growth in the securities markets worldwide with the increasing use of information technology in trading, there is a significant growth in global demand for trading platforms which allows users to monitor the ever-changing markets and carry out trading orders efficiently. The business of our Group benefited from the booming financial industry. Over the years, our business has grown and we have business exposure in various countries and region in Asia Pacific, including Hong Kong, Indonesia, Malaysia, Australia and Japan, as well as Cyprus. The key milestones in our Group s development to date are set out below: Year Event 2006 GES was incorporated in Hong Kong under the name of MAY POWER LIMITED ( ). GES commenced business as a software application service provider and information technology consultant. 83

2 Year Event We launched our first trading system, itrading System (currently known as GES TX), to allow users to trade certain OTC-traded financial instruments, such as Forex, bullion and CFD in OTC markets. We also launched a fund management system, FMS (currently known as GES IX), to allow wealth management companies to administer their funds and manage their clients investment portfolios. We expanded our customer base to Japan, Indonesia, United Kingdom and Malaysia We expanded our customer base to Hong Kong We upgraded the features of itrading System to support mobile devices We upgraded the feature of GES IX to support mobile devices We launched a trading system, GES EX, to allow users to trade various types of stock exchange-traded financial instruments. We were approved by the Stock Exchange as a BSS vendor to provide OCG solutions to Exchange Participants. We were approved by the Stock Exchange as an ISV We launched a trading terminal, AUTON, for trading both OTC-traded and stock exchange-traded financial instruments We jointly organised the first computational finance competition with the IEEE Computational Intelligence Chapter for the universities in Hong Kong. We were awarded the SOA-QPS4 and qualified to provide ongoing services to the Hong Kong Government s bureaux and departments We launched a back office settlement system, Xentrix, which facilitates the automation of back office operations for financial institutions, including settlement, clearing and reporting for stock exchange-traded financial instruments. OUR CORPORATE DEVELOPMENT The following is a brief corporate history of the establishment and major changes in the shareholdings of each of our Company s subsidiaries. 84

3 GES On 25 January 2006, GES was incorporated in Hong Kong with limited liability under the name of MAY POWER LIMITED ( ). GES is the principal operating subsidiary of our Group, and principally engages in software development system application and IT consulting. As at the date of its incorporation, GES had an authorised share capital of HK$10,000 divided into 10,000 ordinary shares of HK$1.00 each. On 7 April 2006, Global esolution Limited, a company incorporated in Hong Kong with limited liability on 12 December 2003 and de-registered on 5 February 2016, acquired one share with a par value of HK$1.00, representing the entire issued share capital of GES, from the nominee subscriber of GES and became the then sole shareholder of GES. Global esolution Limited was then owned as to (i) 99.5% by Easthill Capital International Limited, a company incorporated in Hong Kong with limited liability on 18 July 2003 and an Independent Third Party then owned by (a) Mr. Tang Hin Keung, Alfred and (b) Mr. Pun Yuen Sang, who were also Independent Third Parties, and (ii) 0.5% by Mr. Tang Hin Keung, Alfred. On 4 May 2006, GES changed its name from MAY POWER LIMITED ( ) to GLOBAL ESOLUTIONS (HK) LIMITED. As at 31 March 2011, GES recorded accumulated losses. The then shareholders of GES were considering whether to continue to invest in GES. Mr. Chung and Mr. Kwok Yuk Hei ( Mr. Kwok ), an Independent Third Party, expressed interests in continuing to operate GES, as they believed GES would have the potential to grow. By way of background, Mr. Chung joined GES in August 2006 as development manager, while Mr. Kwok joined GES in January 2009 as business director. Mr. Chung was promoted to general manager of GES in July On 19 September 2011, one share in GES with a par value of HK$1.00 was allotted and issued as fully paid to Mr. Chung at the consideration of HK$1.00. The consideration was determined based on negotiation between Global esolution Limited and Mr. Chung with reference to the negative net asset value of GES as at the preceding financial year end, being 31 March 2011, and the business prospects of GES. Upon completion of the above allotment, GES was owned as to 50% by each of Global esolution Limited and Mr. Chung. On the same day, Mr. Chung and Mr. Kwok became directors of GES. On 22 September 2011, Global esolution Limited transferred the one share it held in GES to Mr. Kwok at a consideration of HK$1.00. The consideration was determined based on negotiation between Global esolution Limited and Mr. Kwok with reference to the negative net asset value of GES as at the preceding financial year end, being 31 March 2011, and the business prospects of GES. Upon completion of the transfer, GES was owned as to 50% by each of Mr. Chung and Mr. Kwok, and Global esolution Limited ceased to be a shareholder of GES. On 15 March 2016, 49 shares in GES were allotted and issued as fully paid at HK$1.00 per share to each of Mr. Chung and Mr. Kwok. Upon completion of the above allotments, GES continued to be owned as to 50% by each of Mr. Chung and Mr. Kwok. 85

4 On 22 March 2016, Mr. Kwok transferred 50 shares in GES to Essential Strategy, representing his entire interest in GES, at a consideration of HK$12,500,000, to realise his investment in GES for his personal needs. Essential Strategy is a company incorporated in BVI with limited liability on 4 January As at 22 March 2016, being the date on which Essential Strategy first became a shareholder of GES, it was controlled by Mr. Wei who held 550 shares of Essential Strategy with a par value of US$1.00 each, representing 55% of the interest in Essential Strategy. On the same day, Mr. Leung Tsz Fung David Ferreira ( Mr. Leung ), an Independent Third Party, held 450 shares of Essential Strategy with a par value of US$1.00 each, representing 45% of the interest in Essential Strategy. On 21 December 2016, (i) Mr. Leung transferred his 45% interest in Essential Strategy to Mr. Wei at par, i.e. US$450; and (ii) Mr. Leung as assignor executed an assignment of debt. Pursuant to such assignment of debt, Mr. Leung as beneficial owner assigned to Mr. Wei the debt owed by Essential Strategy to Mr. Leung in the sum of HK$8,036,090. To assign such debt to Mr. Wei, Mr. Leung has received the amount of HK$8,036,090 from Mr. Wei. Since 21 December 2016, Essential Strategy has been wholly owned by Mr. Wei. On 22 March 2016, Mr. Chung also transferred 20 shares in GES to Essential Strategy at a consideration of HK$5,000,000, to partially realise his investment in GES for his personal needs. The consideration of the said transfers was determined based on negotiation among the parties, with reference to the net asset value of GES set out in its management account as at the date of the share transfers. Upon completion of the above transfers, GES was owned as to 70% and 30% by Essential Strategy and Mr. Chung, respectively, and Mr. Kwok ceased to be a shareholder of GES. Mr. Chung remains as a director of GES, while Mr. Kwok ceased to be a director of GES on 30 November On 29 December 2017, in order to qualify as a market data vendor ( MDV ), GES increased its share capital from HK$100 to HK$7,500,000 by way of capitalisation of retained earnings. Market Datafeed System ( MDF ) is the information system Stock Exchange uses to transmit real-time securities market data to the market. MDVs are parties who transmit and redistributes MDF data, including the last traded price of securities, shares traded and turnover, market depth, all trade tickers and order book, to the market data end-users. RLT RLT became a wholly-owned subsidiary of GES on 27 October RLT was incorporated in Hong Kong with limited liability on 2 October It principally engages in the development and supply of resource allocation, planning, scheduling and management software and services. As at the date of its incorporation, RLT had an authorised share capital of HK$100,000 divided into 100,000 ordinary shares of HK$1.00 each, and Mr. Chung, Ms. Yip (who is the spouse of Mr. Chung) and Dr. Kwan Chi Ming ( Dr. Kwan ) (an Independent Third Party who is currently a consultant of our Group in relation to desktop timetabling tool) subscribed for 51,000 shares, 48,999 shares and one share in RLT, respectively. 86

5 On 11 January 2005, Dr. Kwan transferred the one share he held in RLT to Ms. Yip at par due to personal reasons. Upon completion of the transfer, RLT was owned as to 51% and 49% by Mr. Chung and Ms. Yip, respectively, and Dr. Kwan ceased to be a shareholder of RLT. On 11 September 2011, shortly before Mr. Chung first became a shareholder and a director of GES, Mr. Chung transferred 51,000 shares in RLT, representing his entire interest in RLT, to Ms. Yip at par as he intended to focus on the business and management of GES. Upon completion of the transfer, Mr. Chung ceased to be a shareholder of RLT and Ms. Yip became the sole shareholder of RLT. On 27 October 2016, with the intention of focusing on family matters, Ms. Yip transferred 100,000 shares in RLT, representing the entire issued share capital of RLT, to GES at a consideration of HK$650,000. The consideration for the transfer was determined after arm s length negotiation between the parties with reference to the fair value of identifiable net assets of RLT as at the date of transfer and the business prospects of RLT. Upon completion of the transfer, Ms. Yip ceased to be the sole shareholder of RLT and RLT became a wholly-owned subsidiary of GES. WIL On 25 October 2017, WIL was incorporated in Hong Kong with limited liability. Its principal business is investment holding. It is currently the property holding subsidiary of our Group. On the same day, one share and 99 shares in WIL were allotted and issued to a representative of the incorporation agent of WIL (an Independent Third Party) and GES, respectively, at HK$1.00 per share. On 27 October 2017, the representative transferred one share in WIL to GES at HK$1.00 per share. Upon completion of the above transfer, GES owned 100 shares in WIL, representing the entire interest in WIL, and WIL became a wholly-owned subsidiary of GES. 87

6 REORGANISATION Our Group underwent the Reorganisation in preparation for the [REDACTED]. The following chart sets forth our Group s shareholding and corporate structure immediately before the Reorganisation: Mr. Wei 100% Essential Strategy Mr. Chung 70% 30% GES RLT WIL The Reorganisation involved the following steps: Incorporation of Expert Wisdom On 21 December 2017, Expert Wisdom was incorporated in BVI with limited liability. Expert Wisdom is authorised to issue a maximum of 50,000 shares of a single class with a par value of US$1.00 each. On 8 January 2018, one share of Expert Wisdom with a par value of US$1.00 was allotted and issued, fully paid, to Mr. Chung, and Expert Wisdom became wholly-owned by Mr. Chung. Expert Wisdom is an investment holding company of Mr. Chung. 88

7 Incorporation of our Company On 7 February 2018, our Company was incorporated in the Cayman Islands as an exempted company with limited liability. As at the date of its incorporation, the authorised share capital of our Company was HK$380,000 divided into 38,000,000 Shares with a par value of HK$0.01 each. On the same day, one subscriber Share with a par value of HK$0.01 was allotted and issued, fully paid, to the initial subscriber who was an Independent Third Party. On the same day, (i) such Share held by the initial subscriber was transferred to Essential Strategy at par value of HK$0.01; (ii) six Shares were allotted and issued, fully paid, to Essential Strategy; and (iii) three Shares were allotted and issued, fully paid, to Expert Wisdom. Upon completion of the above transfer and allotment and issue of the Shares, our Company was owned as to 70% by Essential Strategy and as to 30% by Expert Wisdom. Incorporation of Motion Cast On 21 February 2018, Motion Cast was incorporated in BVI with limited liability. It is authorised to issue a maximum of 50,000 shares of a single class with a par value of US$1.00 each. It is an investment holding company of our Group. On the same day, one share of Motion Cast with a par value of US$1.00 was allotted and issued, fully paid, to our Company, representing the entire issued share capital of Motion Cast. Upon completion of the above allotment, Motion Cast became a wholly-owned subsidiary of our Company. Acquisition of GES by Motion Cast from Essential Strategy and Mr. Chung On [ ] 2019, Essential Strategy and Mr. Chung (as transferors), Motion Cast (as transferee), Expert Wisdom, our Company and GES entered into the Reorganisation Agreement. Pursuant to the Reorganisation Agreement, Motion Cast acquired (i) [70] ordinary shares in GES from Essential Strategy; and (ii) [30] ordinary shares in GES from Mr. Chung, representing, in aggregate, the entire issued share capital of GES. In consideration of the acquisition, our Company allotted and issued [63] Shares and [27] Shares, [fully paid], to Essential Strategy and Expert Wisdom, respectively. Upon completion of the above transfers, (i) GES became an indirect wholly-owned subsidiary of our Company; and (ii) Essential Strategy and Expert Wisdom held [70] Shares and [30] Shares, representing [70]% and [30]% of the issued share capital of our Company, respectively. 89

8 The following chart sets forth our Group s shareholding and corporate structure immediately after the Reorganisation but before the [REDACTED] and the [REDACTED] (without taking into account any Shares that may be allotted and issued upon the exercise of the [REDACTED] and the options that may be granted under the Share Option Scheme): Mr. Wei Mr. Chung Essential Strategy Expert Wisdom [70]% [30]% Company (Cayman Islands) [100]% Motion Cast [100]% GES RLT WIL INCREASE OF AUTHORISED SHARE CAPITAL OF OUR COMPANY On [ ] 2019, our Company increased our authorised share capital from HK$380,000 divided into 38,000,000 Shares with a par value of HK$0.01 each to HK$100,000,000 divided into [10,000,000,000] Shares by the creation of [9,962,000,000] new Shares. 90

9 [REDACTED] Conditional upon the crediting of our Company s share premium account as a result of the issue of the [REDACTED] pursuant to the [REDACTED], our Directors are authorised to capitalise an amount of HK$[REDACTED] standing to the credit of the share premium account of our Company by applying such sum towards to pay up in full at par a total of [REDACTED] Shares and [REDACTED] Shares for allotment and issue, immediately prior to the [REDACTED], to Essential Strategy and Expert Wisdom, respectively. The following chart sets forth our Group s shareholding and corporate structure immediately after the completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares that may be allotted and issued upon the exercise of the [REDACTED] and the options that may be granted under the Share Option Scheme): Mr. Wei Mr. Chung Essential Strategy Expert Wisdom Public Shareholders [REDACTED]% [REDACTED]% [REDACTED]% Company (Cayman Islands) [100]% Motion Cast [100]% GES RLT WIL 91