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Public company info - China Lumena New Materials Corp. , 00067.HK

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China Lumena New Materials Corp., 00067.HK - Company Profile
Chairman Zhang Zhigang
Share Issued (share) 140,000,000
Par Currency U.S. Dollar
Par Value 4.0E-4
Industry Chemical Products
Corporate Profile Business Summary: The Group were engaged in the following principal activities during the year: • Manufacturing and selling of polyphenylene sulfide (“PPS”) products including PPS resin, PPS fibre and PPS compounds; and • Processing and selling of powder thenardite, specialty thenardite and medical thenardite. Performance for the year: The Group generated no revenue and no gross profit for the years ended 31 December 2019 and 2018. Loss before income tax was RMB196.6 million for the year ended 31 December 2019 (2018: RMB192.9 million). Business Review: Appointment of the Provisional Liquidators and the Winding-Up Hearing On 23 January 2015, Mega International Commercial Bank Co., Ltd. presented a winding-up petition to the Grand Court of the Cayman Islands (the “Grand Court”) for the winding-up of the Company. On 27 January 2015, a summons was filed with the Grand Court seeking the appointment of liquidators to the Company. At the hearing on 25 February 2015, the Grand Court handed down the Court Order appointing Mr. Man Chun So, Mr. Yat Kit Jong and Mr. David Walker as the Provisional Liquidators together with another Order adjourning the hearing of the Winding Up Petition to 26 May 2015. At the adjourned hearing on 26 May 2015, the Winding Up Petition was further adjourned to a date to be fixed. On 2 August 2016, the Grand Court made a further order releasing Mr. David Walker from the obligation to perform any further duties in his capacity as joint provisional liquidator and replacing him with Mr. Simon Conway. Upon the appointment of the Provisional Liquidators and pursuant to the powers conferred to the Provisional Liquidators in the Order, the Provisional Liquidators have sought to obtain information, books and records of the Company from relevant parties including the directors and key employees of the Company, banks and auditors as well as from site visits to the offices and operations in Hong Kong and the PRC. The Provisional Liquidators have sought to identify and secure any assets of the Company including securing the Hong Kong office premises, taking possession of limited books and records in Hong Kong, requesting Statements of Affairs from the directors and seeking to transfer bank balances to the Provisional Liquidators’ designated accounts. Restructuring of the Company Suspension of trading in shares of the Company Trading in the shares on the Main Board of the Stock Exchange has been suspended with effect from 10:56 a.m. on 25 March 2014. First Resumption Conditions On 20 November 2014, the Stock Exchange informed the Company that the following resumption conditions (the “First Resumption Conditions”) have been imposed on the Company to proceed with the resumption of trading in the shares of the Company: (a) publish an announcement addressing the allegations of Glaucus Report by Glaucus Research Group and Emerson Report by Emerson Analytics Co., Ltd., and disclosing all material information that is necessary for the market to appraise the Company’s latest operating and financial position; (b) publish all outstanding financial results required by the Rules Governing the Listing Securities on the Stock Exchange (the “Listing Rules”) and address any audit qualifications; and (c) demonstrate that the Company has sufficient operations or value of assets under Rule 13.24 of the Listing Rules. The Company is also required to comply with the Listing Rules and all applicable laws and regulations in Hong Kong and its place of incorporation before resumption. The Stock Exchange may modify any of the above and/or impose further conditions if the situation changes. First delisting stage On 16 March 2015, according to the letter from the Stock Exchange dated 13 March 2015, the Stock Exchange decided to place the Company in the first delisting stage under Practice Note 17 of the Listing Rules as the Stock Exchange considers that the Company is unable to maintain a sufficient level of operations or assets required under Rule 13.24 to support a continued listing. The first delisting stage expired on 12 September 2015. The Company was required to submit a viable resumption proposal addressing all the resumption conditions at least 10 business days before the expiry of the first delisting stage. The proposal must be clear, plausible and coherent, and contain sufficient details (including forecasts and a clear plan for future business development) for the Stock Exchange’s assessment. The Company must demonstrate that it has a business of substance and that the business model is viable and sustainable. The proposal should also comply with the Listing Rules and all applicable laws and regulations. In addition to the Resumption Conditions published on 26 November 2014, the Stock Exchange has imposed Further Resumption Conditions for the resumption of trading in the shares of the Company on the Stock Exchange, being to: (a) demonstrate that the Company has put in place adequate financial reporting procedures and internal control systems to meet its Listing Rule obligations; and (b) have the winding up petition against the Company withdrawn or dismissed and the Provisional Liquidators discharged. Second delisting stage On 25 September 2015, the Company announced that as no resumption proposal had been submitted before the expiry date of the first delisting stage, the Stock Exchange accordingly decided to place the Company in the second delisting stage commencing on 17 September 2015 pursuant to Practice Note 17 of the Listing Rules. The second delisting stage expired on 16 March 2016. The Company was required to provide a viable resumption proposal at least 10 business days before the second delisting stage expires (i.e. 1 March 2016) to: (a) demonstrate that the Company has sufficient operations or value of assets under Rule 13.24; (b) address the allegations of the reports published by Glaucus Research Group and Emerson Analytics Co., Ltd. and disclose all material information; (c) publish all outstanding financial results and address any audit qualifications; (d) demonstrate that the Company has put in place adequate financial reporting procedures and internal control systems to meet its Listing Rule obligations; and (e) withdraw or dismiss the winding up petition and discharge of the provisional liquidators. Third delisting stage On 8 April 2016, the Company announced that as no resumption proposal had been submitted before the expiry date of the second delisting stage, the Stock Exchange decided to place the Company in the third delisting stage pursuant to Practice Note 17 of the Listing Rules. The third delisting stage commenced on 8 April 2016 and will expire on 7 October 2016. The resumption proposal to be submitted should demonstrate sufficient operations or assets as required under Rule 13.24 and to have the winding up petition against the Company withdrawn or dismissed and the Provisional Liquidators discharged. The Company must also: (a) address the alleged irregularities mentioned in the reports published by Glaucus Research Group and Emerson Analytics Co., Ltd. and inform the market of material information; (b) publish all outstanding financial results and address any audit qualifications; and (c) demonstrate that the Company has put in place adequate financial reporting procedures and internal control systems to meet its obligations under the Listing Rules. Proposed Restructuring of the Company On 23 September 2016, the Company entered into the Restructuring Framework Agreement with Investors, pursuant to which the Company will implement a restructuring of the Company’s equity and debt. Pursuant to the Restructuring Framework Agreement, the Company will carry out the Proposed Restructuring which comprises: (i) the Capital Reorganisation; (ii) the Creditors Schemes; (iii) the Open Offer; (iv) the Subscription; (v) the Acquisition; (vi) Reverse Takeover; and (vii) Whitewash Waiver. Following the entering into of the Restructuring Framework Agreement, the Company submitted the resumption proposal to the Stock Exchange before the expiry of the third delisting stage to seek the resumption of trading of the Company’s shares. On 24 October 2016, the Company received a letter of even date from the Stock Exchange, which stated that the Stock Exchange agreed to allow the Company to submit a new listing application relating to the resumption proposal (but not any other proposal) on or before 31 March 2017. If the Company fails to submit a new listing application by 31 March 2017, or the transactions proposed in the resumption proposal fail to proceed for any reason, the Stock Exchange will proceed with cancelling the Company’s listing on the Stock Exchange. On 31 March 2017, a new listing application was submitted to the Stock Exchange. In accordance with the Listing Rules, the new listing application was required to be re-submitted in the event that a six month period passed following the original submission. As such, five re-submissions were filed with the Stock Exchange on 16 October 2017, 9 May 2018, 14 November 2018, 22 May 2019 and 25 November 2019 respectively. In parallel, the Stock Exchange, together with the Securities and Futures Commission (collectively, the “Regulators”) issued a number of sets of queries in relation to the new listing application throughout the period from April 2017 to November 2019. The Company, the Investors and all other professional parties have been working closely to address the Regulators’ queries and made relevant replies throughout the years of 2017, 2018 and 2019, and the Circular has been published on 29 November 2019. As of the date of these financial statements, the Regulators have granted in-principle approval to the new listing application. In consideration of the progress of the Proposed Restructuring and the recent financial performance of the target group, seven amendment letters (the “Amendment Letters”) were entered between the Company, the Provisional Liquidators and the Investors on 29 September 2017, 29 December 2017, 27 April 2018, 26 November 2018, 25 April 2019, 29 July 2019 and 31 October 2019 respectively to extend the Long Stop Date of the Restructuring Framework Agreement to 31 January 2020 (or any other date as the parties may agree in writing), to amend the Open Offer Price, the Subscription Price and the price of the Consideration Shares (from HK$0.08 to HK$0.06), to amend the share consolidation ratio from 10 shares to 1 share to 40 shares to 1 share, resulting to an increase of the Open Offer Price, the Subscription Price and the price of the Consideration Shares from HK$0.06 to HK$0.24, and to revise the transaction structure, where a Share Offer (details as set out below) will be implemented while the Subscription and the Open Offer were cancelled. Saved as disclosed above, the Restructuring Framework Agreement remains substantially unchanged and in full force and effect in all respects. Prospects: The Provisional Liquidators, with the assistance of their professional advisers, have submitted a resumption proposal and a new listing application to the Stock Exchange. The resumption proposal when successfully implemented, will achieve the following: • All the existing assets of the Group are transferred to the Scheme Company or the Scheme Administrators pursuant to the terms of the Creditors Schemes, as agreed by the Creditors, for realization for the benefits of the Creditors; • All the liabilities of the Company are fully discharged under the Creditors Schemes; • In order to fulfill the minimum public float requirement, the Investors will enter into a placing agreement with an independent third party for the placing of not less than 15% of the issued share capital of the Enlarged Group. Subsequent to the aforesaid placement, the Investors will own approximately 65% of the issued share capital of the Enlarged Group, the new shareholders solicited through the Company’s Placing will own approximately 2% of the issued share capital of the Enlarged Group, the new shareholders solicited through the Public Offer will own approximately 8% of the issued share capital of the Enlarged Group and existing shareholders as a whole and the Underwriter to the Preferential Offer will own approximately between 5% to 10% and approximately between 0% to 5% of the issued share capital of the Enlarged Group respectively depending on the extent of the acceptance of the Preferential Offer; • Upon the grant of the Whitewash Wavier by the Executive, the Investors will not be required to make a mandatory general offer for all the issued shares of the Company pursuant to Rule 26.1 of the Takeovers Code. • The company will wholly own the target Group which is in the business of building materials with a successful track record that meets the new listing requirements of the Stock Exchange; and • The Provisional Liquidators will be discharged; following the Stock Exchange approving resumption of trading of the Shares and the New Shares on the Stock Exchange. Accordingly, all the resumption conditions imposed by the Stock Exchange will be met. For the benefit of the Shareholders and the Creditors as a whole, the Company seeks the Stock Exchange’s approval for the implementation of the new listing application, such that trading in the Shares can be resumed for the benefits of all the Shareholders, especially the minority Shareholders.

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