CORPORATE GOVERNANCE AND OTHER INFORMATION 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 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 30 June 2022, the net proceeds were fully utilized 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. During the six months ended 30 June 2022, there was no conversion of convertible bonds. Details of the convertible bonds balance as of 30 June 2022 is disclosed in Note 17 to the unaudited condensed consolidated financial information. COMPLETION OF THE PROPOSED ACQUISITION OF ARA ASSET MANAGEMENT LIMITED Reference is made to (i) the announcements of the Company dated 4 August 2021, 24 August 2021, 12 October 2021, 3 November 2021 and 20 January 2022 and (ii) the circular issued by the Company dated 18 October 2021 in relation to a proposed business combination of ARA Asset Management Limited and its subsidiaries with the Group (the “Proposed Acquisition”). On 20 January 2022, the Proposed Acquisition was completed. The total consideration of US$4,859 million was satisfied with US$519 million in cash and issuance of 1,345,898,078 new Shares, determined based on the prevailing share price on completion of HK$25.15 per Share. Save as disclosed above, during the six months ended 30 June 2022, there were no other material acquisitions and disposals of subsidiaries, associates and joint ventures. ISSUE FOR CASH OF EQUITY SECURITIES Save for the issue of Shares pursuant to the exercise of options granted under the KM ESOP and the Long Term Incentive Scheme as disclosed on page 23 and page 36 and the Consideration Issue as disclosed above, during the six months ended 30 June 2022, there was no other issue of equity securities (including securities convertible into equity securities) of the Company. REVIEW OF INTERIM REPORT The Audit Committee has reviewed the unaudited condensed consolidated financial information for the six months ended 30 June 2022. Ernst & Young, the Group’s external auditor, has carried out a review of the unaudited condensed consolidated financial information for the six months ended 30 June 2022 in accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Hong Kong Institute of Certified Public Accountants. R E A C H I N G N E W H E I G H T S 40
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