DIRECTORS’ REPORT CONVERTIBLE BONDS ISSUED In September 2020, the Company completed the issuance of US$350 million 1.50 per cent convertible bonds due 2025 (the “Bonds”) to professional and institutional investors. The Bonds may be converted into ordinary shares of the Company at the conversion price of HK$32.13 per share (subject to adjustment) and assuming full conversion of the Bonds, the Bonds will be converted into 84,427,015 shares, representing approximately 2.77% of the then issued share capital of the Company and approximately 2.69% of the then issued share capital of the Company as enlarged by the issue of such conversion shares (assuming that there is no other change to the issued share capital of the Company). The Bonds are listed and traded on the Singapore Exchange Securities Trading Limited. The net proceeds from the Bond Issue, after deducting fees, commission and expenses payable in connection with the Bond Issue, was approximately US$345.0 million, which the Company is using for refinancing of existing borrowings, financing of potential acquisition and investment opportunities as well as the working capital requirements and the general corporate purposes of the Group. Based on the net proceeds and assuming the full conversion of the Bonds, the net price per share is approximately HK$31.67. As of 31 December 2021, the net proceeds have been fully utilised for the purposes as disclosed in the Company’s announcement dated 10 September 2020. The Directors believe that the Bond Issue will bring about a diversification of funding sources and expansion of investor base. This is the first convertible bond issue for the Company, and is in line with its capital management strategy. For the year ended 31 December 2021, there is no conversion of the Bonds into ordinary shares of the Company. Details of the convertible bonds balance as of 31 December 2021 is disclosed in note 30 to the Consolidated Financial Statements. PRE-EMPTIVE RIGHTS There are no provisions for pre-emptive rights under the Articles of Association or the Cayman Companies Law, which would oblige the Company to offer new Shares on a pro rata basis to the existing Shareholders. CONNECTED TRANSACTIONS (INCLUDING CONTINUING CONNECTED TRANSACTIONS) Saved as disclosed in the announcements of Company dated 4 August 2021, 24 August 2021, 12 October 2021 and 3 November 2021 and the circular issued by the Company dated 18 October 2021 with regards to the acquisition of ARA Asset Management Limited and its subsidiaries, which constituted a connected transaction of the Company subject to the reporting, announcement, Circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, the Company did not have any transaction with connected persons of the Group that were subject to the reporting, announcement or independent shareholders’ approval requirements as required under the Listing Rules during the year ended 31 December 2021. RELATED PARTY TRANSACTIONS Parties are considered to be related if one party has the ability, directly or indirectly, control the other party or exercise significant influence over the other party in making financial and operation decisions. Parties are also considered to be related if they are subject to common control. Members of the Company’s key management and their close family member are also considered as related parties. For a discussion of related party transactions, see note 38 to the Consolidated Financial Statements. Directors believe that the related party transactions were carried out on an arm’s length basis and will not distort our results during the year ended 31 December 2021 or make such results not reflective of our future performance. All the related party transactions described in this note do not constitute connected transactions or continuing connected transactions under the Listing Rules, or are exempt from to the reporting, announcement or independent shareholders’ approval requirements under Rules 14A.76(1)(a) and (b) of the Listing Rules. CHARITABLE DONATIONS The charitable and other donations made by the Group for the year ended 31 December 2021 amounted to US$130,000 (2020: US$144,000). IMPORTANT EVENT AFTER THE REPORTING PERIOD Save for the information disclosed in note 46 to the Consolidated Financial Statements, there was no important event after the year ended 31 December 2021 and up to the date of this report. R E A C H I N G N E W H E I G H T S 122
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