阿尔法企业 二零一八中期报告(13)

阿尔法企业 二零一八中期报告

12ALPHA PROFESSIONAL HOLDINGS LIMITED • Interim Report 2018Notes to the Unaudited Condensed Consolidated Financial Statements

For the six months ended 30 September 2018

2. BASIS OF PREPARATION (Continued)

Restructuring of the Group (Continued)

1. demonstrate sufficient operations or assets to comply with

Rule 13.24 of the Listing Rules;

2. address auditors’ qualifications and demonstrate adequate

internal control system; and

3. withdraw and/or dismiss the winding-up petition against the

Company and discharge the Provisional Liquidators.On 5 June 2015, the Company, the Provisional Liquidators and Alpha

Professional Development Limited (“Alpha ” or the “Investor ”) entered

into a framework agreement, which was subsequently amended and

restated by an agreement dated 5 October 2015, pursuant to which

the parties agreed on the principal terms of a proposed restructuring

of the Group with a view to resume trading in the Shares on the Stock

Exchange. The framework agreement and the amended and restated

framework agreement was approved by the H onorable Mr. Justice

H arris of the H igh Court on 26 June 2015 and 6 November 2015

respectively.With the sanction from the H igh Court, Perfect Major Investment Limited (“Perfect Major ”) and H K Rich Technology International Company Limited (“H K Rich ” and collectively, the “SPVs ”), wholly-owned subsidiaries of the Company, were set up after the appointment of the Provisional Liquidators for the purpose of restructuring and continuation of the business of the Group. It is anticipated that the management team of the SPVs will run the business of the Group so as to fulfil the resumption requirements of the Stock Exchange.A proposal setting out details of the restructuring together with the basis for the resumption of trading in the Shares (the “Resumption Proposal ”) was prepared and submitted to the Stock Exchange on 19 July 2015. However, without raising any question or query on the Resumption Proposal, the Listing Division of the Stock Exchange notified the Company on 31 July 2015 that it considered that the Resumption Proposal had not satisfactorily demonstrated sufficiency of operations or assets as required under Rule 13.24 of the Listing Rules and it would recommend the Listing Committee of the Stock Exchange (the “L isting Committee ”) to place the Company in the third delisting stage.Pursuant to a letter from the Stock Exchange dated 14 August 2015, the Listing Committee considered that the Resumption Proposal was not viable and decided to place the Company in the third delisting stage under Practice Note 17 of the Listing Rules. In arriving at the above decision, the Listing Committee had considered that, among others, the business of the Company in the Resumption Proposal was insufficient to justify the Company’s continued listing.

2. 1. 1

3.24 2. 3. Alpha Professional Development Limited Alpha

Perfect Major

Investment Limited Perfect Major

13.24

17