DEFINITIONS. In this document, unless the context otherwise requires, the following expressions shall have the following meanings:

Transcription

1 In this document, unless the context otherwise requires, the following expressions shall have the following meanings: Alpha Anchor Star Link Alpha Shipping Holdings Limited, a company incorporated in the BVI on 14 March 2017 with limited liability Anchor Star Link Holdings Limited, a company incorporated in the BVI on 17 March 2017 with limited liability Articles or Articles of Association Board or Board of Directors business day or Business Day Brani Terminal BVI CAGR Capitalisation Issue Cayman Companies Law or Companies Law CCASS CCASS Clearing Participant CCASS Custodian Participant the articles of association of the Company conditionally adopted on [ ] and effective on the, as amended or supplemented from time to time the board of directors of the Company any day (other than a Saturday, Sunday or public holiday) on which banks in Hong Kong are generally open for normal banking business Brani Terminal, being one of the ports operated by the Port Operator the British Virgin Islands compound annual growth rate the allotment and issue of Shares to our Shareholders on the upon capitalisation of an amount of HK$ standing to the credit of the share premium account of our Company, details of which are set out in the paragraph headed A. Further information about our Company 3. Written resolutions of our Shareholders in Appendix V to this document the Companies Law, Cap. 22 (Law 3 of 1961) of the Cayman Islands, as amended or supplemented from time to time the Central Clearing and Settlement System established and operated by HKSCC a person admitted to participate in CCASS as a direct clearing participant or general clearing participant a person admitted to participate in CCASS as a custodian participant 13

2 CCASS Investor Participant CCASS Operational Procedures a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to the operations and functions of CCASS, as from time to time in force CCASS Participant a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant Companies Ordinance Companies (Winding Up and Miscellaneous Provisions) Ordinance the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended or supplemented from time to time the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended or supplemented from time to time Company or our Company Anchor Star Holdings Limited ( ), a company incorporated in the Cayman Islands on 16 March 2017 as an exempted company with limited liability Controlling Shareholder(s) Deed of Indemnity Deed of Non-Competition Directors or our directors Frost & Sullivan shall have the meaning given to it under the GEM Listing Rules and unless the context otherwise requires, refer(s) to Ms. Sim, Mr. Lin, Alpha and Joy Luck either individually or as a group of persons where the context requires the deed of indemnity dated [ ] 2018 entered into by our Controlling Shareholders in favour of our Company (for itself and as trustee for other Group members) to provide certain indemnities, particulars of which are set out in the paragraph headed E. Other information A. Tax and other indemnities in Appendix V to this document the deed of non-competition dated [ ] 2018 entered into by our Controlling Shareholders in favour of our Company (for itself and as trustee for other Group members), details of which are set out in the section headed Relationship with our Controlling Shareholders Deed of non-competition in this document the directors of our Company Frost & Sullivan International Limited, an industry consultant commissioned by our Company to prepare the Frost & Sullivan Report and an Independent Third Party 14

3 Frost & Sullivan Report an independent research report commissioned by our Company and prepared by Frost & Sullivan for the purpose of the FY or financial year GDP GEM GEM Listing Rules financial year of our Company ended or ending 31 December gross domestic product the Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on GEM, as amended or supplemented from time to time Goldin Shipping Goldin Shipping Pte Ltd, a company incorporated in Singapore with limited liability on 25 April 1995 Group, we, our or us HK$ or Hong Kong dollars our Company and its subsidiaries at the relevant time or, where the context otherwise requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time Hong Kong dollars, the lawful currency of Hong Kong HKFRS HKICPA Hong Kong Financial Reporting Standards Hong Kong Institute of Certified Public Accountants HKSCC Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited HKSCC Nominees Hong Kong Hong Kong Government or HK Government HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC the Hong Kong Special Administrative Region of the PRC the Government of Hong Kong 15

4 Hong Kong Branch Share Registrar IMF Independent Third Party(ies) Issue Mandate Joy Luck Keppel Terminal Latest Practicable Date International Monetary Fund individual(s) or company(ies) who/which is/are independent of our Company and its connected persons within the meaning of the GEM Listing Rules the general unconditional mandate given to our Directors by our Shareholders relating to the allotment and issue of new Shares, particulars of which are set out in the paragraph headed A. Further information about our Company 3. Written resolutions of our Shareholders in Appendix V to this document Joy Luck Shipping Holdings Limited, a company incorporated in the BVI on 14 March 2017 with limited liability Keppel Terminal, being one of the ports operated by the Port Operator 7 January 2018, being the latest practicable date for the purpose of ascertaining certain information contained in this document prior to its publication Listing Division Memorandum or Memorandum of Association MPA Mr. Lin Mr. Vijayakumar the listing division of the Stock Exchange the memorandum of association of the Company conditionally adopted on [ ] 2018 and effective on the, as amended or supplemented from time to time Maritime and Port Authority of Singapore, a statutory board under the Ministry of Transport of the Government of Singapore which regulates and manages port and marine services, facilities and activities within the Singapore waters Mr. Lin Kok Peng (Lin Guoping), an executive Director of our Company and a director of Goldin Shipping Mr. S. Vijayakumar, the general manager of Goldin Shipping 16

5 Ms. Sim Ms. Sim Eng Eng Audrey, an executive Director and the chairlady of our Company and the managing director of Goldin Shipping Pasir Panjang Terminal Pasir Panjang Terminal, being one of the ports operated by the Port Operator 17

6 Port Operator Ports PRC or China a public company incorporated in Singapore that is involved in the operation of ports in Singapore, that is, the port operator which solely operates the four container terminals in Singapore, namely Keppel Terminal, Brani Terminal, Pasir Panjang Terminal and Tanjong Pagar Terminal four of the Six Major Ports in Singapore operated by the Port Operator namely, Keppel Terminal, Brani Terminal, Pasir Panjang Terminal and Tanjong Pagar Terminal the People s Republic of China, excluding for the purposes of this document only, Hong Kong, the Macau Special Administrative Region of the People s Republic of China and Taiwan 18

7 Regulation S Regulation S under the United States Securities Act of 1933, as amended, modified or otherwise supplemented from time to time Reorganisation the reorganisation of our Group in preparation for the, details of which are set out in the section headed History, reorganisation and corporate structure Reorganisation in this document Repurchase Mandate SFC SFO the general unconditional mandate given to our Directors by our Shareholders relating to the repurchase of Shares, particulars of which are set out in the paragraph headed A. Further information about our Company 3. Written resolutions of our Shareholders in Appendix V to this document the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time Share Option Scheme Shareholder(s) Share(s) Singapore Singapore Civil Defence Force Singapore Customs the share option scheme adopted by our Company, a summary of the principal terms of which is set out in the paragraph headed D. Share Option Scheme in Appendix V to this document holder(s) of Shares ordinary share(s) of HK$0.01 each in the share capital of the Company Republic of Singapore the Singapore Civil Defence Force, a uniformed organisation under the purview of the Ministry of Home Affairs of Singapore whose roles and functions include the formulation, implementation and enforcement of regulations on fire safety Singapore Customs, a government agency under the Ministry of Finance of Singapore 19

8 Singapore dollars or S$ or SGD or SG$ Singapore Legal Adviser Six Major Ports Singapore dollars, the lawful currency of Singapore Shook Lin & Bok LLP, the legal advisers of our Company as to Singapore law in connection with the (Note) the six major ports in Singapore, namely Keppel Terminal, Brani Terminal, Pasir Panjang Terminal, Tanjong Pagar Terminal, Jurong Port and Sembawang Wharves Sole Sponsor Stock Exchange Takeovers Code Tanjong Pagar Terminal Track Record Period China Everbright Capital Limited, a licensed corporation licensed to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO The Stock Exchange of Hong Kong Limited the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended or supplemented from time to time Tanjong Pagar Terminal, being one of the ports operated by the Port Operator but has closed down in January 2017 the two financial years ended 31 December 2016 and the ten months ended 31 October 2017 US$ or USD Victory United States dollars, the lawful currency of the United States Victory Shipping Holdings Limited, a company incorporated in the BVI on 14 March 2017 with limited liability Note: The views, advice and/or confirmations rendered by our Singapore Legal Adviser, which are expressed in this document, must be read subject to the qualifications stated in their legal opinion which is available for inspection as stated in Appendix VI to this document, and our Singapore Legal Adviser assumes no responsibility, whether in tort or otherwise, to any person who is not a recipient of our Singapore Legal Adviser s legal opinion. 20

9 % per cent In this document, unless the context otherwise requires, the terms associate, close associate, connected person, connected transaction, controlling shareholder, core connected person, significant shareholder, subsidiary and substantial shareholder shall have the meanings given to such terms in the GEM Listing Rules, unless the context otherwise requires. Unless otherwise stated, the conversion of S$ into HK$ in this document is based on the exchange rate of S$1.00 to HK$5.65. Such conversions shall not be construed as representations that amounts in HK$ will be or may have been converted into S$ at such rates or any other exchange rates, or vice versa. If there is any inconsistency between this document and the Chinese translation of this document, this document shall prevail. 21