DIWANG IND H (01950) has received the purported documents and will not recognize any legal effect arising from the purported documents.
DIWANG IND H (01950) announced that the board of directors has recently been informed that a lady visited the co-working space and presented a purported convertible note allegedly issued by the Company with a principal amount of HK$300,000.00 and serial number DWF0013 (the purported note), together with a distribution contract for "Emperor Pool Liquor" dated 25 October 2024 and allegedly signed between Nanjing Huike Trading Co., Ltd. and an individual (the purported contract), and requested conversion of the purported note.
DIWANG IND H (01950) has issued an announcement that the Board was recently informed that a lady visited the co-working space and presented a convertible note purportedly issued by the Company with a principal amount of HK$300,000.00 and serial number DWF0013 (the "Purported Note"), together with a "Emperor Pool Liquor" distribution contract dated 25 October 2024 purportedly signed between Nanjing Huike Trading Co., Ltd. and an individual (the "Purported Contract"), and requested the conversion of the Purported Note.
After making reasonable enquiries, the Board would like to clarify the following in relation to the Purported Note and the Purported Contract (collectively, the "Purported Documents"):
1.
No Board authorisation or approval: The Board has never approved, authorised or agreed to the issuance of the Purported Note or the execution of the Purported Contract. The Purported Documents are not registered in the Company's records and have not been approved by a duly convened Board meeting. The preparation and execution of the Purported Documents were purely personal acts of the relevant individuals and have no connection whatsoever with the daily business and operations of the Company and its subsidiaries.
2.
Regarding the Company seal: The company seal affixed on the Purported Documents is not the official company seal of the Company. The Company has never authorised any person to affix a seal on the Purported Documents. The authenticity and origin of the relevant seal are in doubt.
3.
Regarding directors' signatures: The Purported Documents bear the signatures of Mr. Gu Jianguo, a former executive director of the Company, and Mr. Sun Jingang, a current executive director of the Company. The Company is unable to verify the authenticity of the relevant signatures at this stage. Even if the relevant signatures are genuine, they are purely personal acts of these two individuals, and they were not authorised by the Board to sign any legally binding documents on behalf of the Company.
4.
Status of former director: Mr. Gu Jianguo resigned as an executive director of the Company on 3 March 2023. Accordingly, Mr. Gu Jianguo has no authority to sign any documents or make any commitments on behalf of the Company on or after 3 March 2023.
5.
Business relationship: "Nanjing Huike Trading Co., Ltd." and its related baijiu distribution business mentioned in the Purported Contract are not subsidiaries or associates of the Company. The Company has no equity or business relationship with this company and has never authorised it to use the Company's name for any commercial activities.
The Board is of the view that the Purported Documents are unauthorised personal acts and will not have any material adverse impact on the Company's financial position, business operations or reputation. The Company will not recognise any legal effect arising from the Purported Documents and reserves all legal rights, including but not limited to taking legal action against the relevant individuals and reporting the matter to law enforcement authorities.
The Company has sought legal advice on this matter and will take all necessary and appropriate actions to protect the interests of the Company and its shareholders. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.
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