Immediately following completion of the Placing, the Capitalisation Issue, the Epro Exchange Completion and the Joung Exchange Completion (without taking into account our Shares which may be allotted and issued pursuant to the exercise of options that may be granted under the Share Option Scheme), the following persons/entities will have an interest or a short position in our Shares or underlying Shares which would be required to be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of our Group:
Name of Shareholders Capacity/Nature of interest
Number of Shares held
Approximate percentage of shareholding
LiquidTech (Note 1) . . . Beneficial owner 262,917,327 65.73%
AMS (Notes 1 and 2) . . . Interest in controlled corporation 262,917,327 65.73% Mr. Phung (Notes 1, 2, 3
and 4) . . . .
Interest held jointly with another person/Interest in controlled corporation/Interest of spouse
262,917,327 65.73%
Mr. Lee (Notes 1, 2 and 3) . . . Interest held jointly with another person/Interest in controlled corporation
262,917,327 65.73%
Mr. Suh (Notes 1, 2 and 3) . . Interest held jointly with another person/Interest in controlled corporation
262,917,327 65.73%
Mr. Park (Notes 1, 2 and 3) . . Interest held jointly with another person/Interest in controlled corporation
262,917,327 65.73%
Ms. Marilyn Tang (Notes 1, 2,
3 and 4) . . . .
Interest held jointly with another person/Interest in controlled corporation/Interest of spouse
262,917,327 65.73%
Ms. Lee Kim Sinae (Note 5) . Interest of spouse 262,917,327 65.73%
Ms. Suh Kim Seong Ock
(Note 6) . . . .
Interest of spouse 262,917,327 65.73%
Ms. Shin Hee Kum (Note 7) . . Interest of spouse 262,917,327 65.73%
Notes:
1. LiquidTech is wholly-owned by AMS. AMS is deemed to be interested in all the Shares in which LiquidTech is interested under Part XV of the SFO.
2. AMS is owned as to approximately 26.14% by Mr. Phung, 25.34% by Mr. Suh, 14.71% by Mr. Lee, 14.03% by Mr. Park, 14.03% by Mr. SG Lee, 3.40% by Mr. JE Lee and 2.35% by Ms. Marilyn Tang.
3. On 21 June 2016, four of our ultimate Controlling Shareholders, namely, Mr. Phung, Mr. Lee, Mr. Suh and Mr. Park, entered into the Acting in Concert Confirmation and Undertaking to acknowledge and confirm, among other things, that they were parties acting in concert of each of the members of our Group during the Track Record Period, details of which are set out in the paragraph “Acting in Concert Confirmation and Undertaking” under the section headed “Relationship with the Controlling Shareholders” in this prospectus. As such, Mr. Phung, Mr. Lee, Mr. Suh and Mr. Park together control approximately 65.73% interest in the share capital of our Company through AMS and LiquidTech. As a result, each of Mr. Phung, Mr. Lee, Mr. Suh and Mr. Park is deemed to be interested in approximately 65.73% interest in the share capital of our Company.
4. Ms. Marilyn Tang owns approximately 2.35% of the issued shares of AMS and is the spouse of Mr. Phung. Ms. Marilyn Tang is deemed to be interested in all the Shares in which Mr. Phung is interested under Part XV of the SFO.
5. Ms. Lee Kim Sinae is the spouse of Mr. Lee. Ms. Lee Kim Sinae is deemed to be interested in all the Shares in which Mr. Lee is interested under Part XV of the SFO.
6. Ms. Suh Kim Seong Ock is the spouse of Mr. Suh. Ms. Suh Kim Seong Ock is deemed to be interested in all the Shares in which Mr. Suh is interested under Part XV of the SFO.
7. Ms. Shin Hee Kum is the spouse of Mr. Park. Ms. Shin Hee Kum is deemed to be interested in all the Shares in which Mr. Park is interested under Part XV of the SFO.
Save as disclosed above, our Directors are not aware of any person who will, immediately following the Placing, the Capitalisation Issue, the Epro Exchange Completion and the Joung Exchange Completion (without taking into account the Shares which may be allotted and issued pursuant to the exercise of options that may be granted under the Share Option Scheme), have an interest or short position in the Shares or underlying Shares which would be required to be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of our Group.
SIGNIFICANT SHAREHOLDERS
So far as our Directors are aware, apart from the persons disclosed under the section headed “Relationship with the Controlling Shareholders” in this prospectus and the paragraph headed
“Substantial Shareholders” above, immediately following completion of the Placing, the
Capitalisation Issue, the Epro Exchange Completion and the Joung Exchange Completion (without taking into account the Shares which may be allotted and issued pursuant to the exercise of options that may be granted under the Share Option Scheme), the following persons will be entitled to exercise or control the exercise of 5% or more of the voting power at general meetings of our Company, and is accordingly regarded as a Significant Shareholder upon the Listing under the GEM Listing Rules:
Name of Shareholders Capacity/Nature of interest
Number of Shares held
Approximate percentage of shareholding
Epro Capital . . . Beneficial owner 27,270,000 6.82%
Epro Group (Note 1) . . . . Interest in controlled corporation 27,270,000 6.82%
Merry Silver (Note 2) . . . . Interest in controlled corporation 27,270,000 6.82%
Mr. Telly Wong (Note 3) . . . . Interest in controlled corporation 27,270,000 6.82%
Mr. Ling (Note 3) . . . . Interest in controlled corporation 27,270,000 6.82%
Notes:
1. Epro Capital is wholly-owned by Epro Group. Epro Group is deemed to be interested in the Shares in which Epro Capital is interested under Part XV of the SFO.
2. Epro Group is wholly-owned by Merry Silver. Merry Silver is deemed to be interested in the Shares in which Epro Group is interested under Part XV of the SFO.
3. Merry Silver is owned as to 50% by Mr. Telly Wong and 50% by Mr. Ling. Each of Mr. Telly Wong and Mr. Ling is deemed to be interested in the Shares in which Merry Silver is interested under Part XV of the SFO.
You should read the following discussion and analysis in conjunction with our combined