Sunwah International Limited, (TSX: SWH) (the “Company”), an Asian based financial services firm, announces that it has entered into two debt settlement agreements pursuant to which the Company will transfer shares in Sunwah Kingsway Capital Holdings Limited (“Sunwah Kingsway”) with a value equal to approximately CAN$7,655,542 in settlement of the Company’s outstanding 8% debentures and its revolving loan facility. Sunwah Kingsway is a company listed on the Main Board of The Stock Exchange of Hong Kong (the “HKEx”).
The Company’s wholly-owned subsidiary, Sunwah International Financial Services Limited (“Sunwah Financial”), as borrower, obtained an unsecured revolving loan (the “Loan”) for up to HK$12,000,000 bearing interest of 12% per annum, payable monthly. The Loan was provided by Sunford Finance (H.K.) Limited, a company controlled by family members of Dr. Jonathan Choi, a controlling shareholder and a director of the Company. The current balance drawn on the Loan is HK$8,000,000 (approximately CAN$1,355,542) and monthly accrued interest has been paid to current. The Loan matures on September 30, 2018 and Sunford has indicated that it does not intend to extend the maturity date. The Company and Sunwah Financial have agreed with Sunford to settle the Loan by transferring to Sunford 76,923,076 shares of Sunwah Kingsway at a price of CAN $0.0176 per share (HK$0.104 per share and based on an exchange rate of HK$5.9017:CAN$1) in full satisfaction of the Loan principal, with any accrued interest to the date of payment to be paid in cash.
Sun Wah Capital Limited (a company owned or controlled by Dr. Jonathan Choi, who is a controlling shareholder and a director of the Company) and Ideal Performance Limited (a company owned or controlled by Mr. Michael Choi, who is a joint actor of Dr. Jonathan Choi and a director of the Company) respectively hold CAN$4,500,000 and CAN$1,500,000 in principal amount of 8% unsecured debentures of the Company due September 19, 2018 (the “Debentures”).
Dr. Jonathan Choi and Mr. Michael Choi (together, the “Debenture Holders”) and the Company have agreed to settle all amounts owing in respect of the Debentures (in which the aggregate of the principal, accrued interest as of June 30, 2018 and 1% arrangement fee total CAN$6,300,000) by transferring to the Debenture Holders, respectively, 268,130,120 and 89,376,706 shares of Sunwah Kingsway at a price of CAN$0.0176 per share (HK$0.104 per share and based on an exchange rate of HK$5.9017:CAN$1) with the remaining accrued interest of the Debentures from July 1, 2018 to the closing date shall be settled in cash on closing date. On settlement of the Loan and the Debentures with the Company’s Sunwah Kingsway shares, it is expected that the Company’s equity interest in Sunwah Kingsway will decrease from approximately 35% to approximately 28%.
A special committee comprised of the independent members of the Board of Directors of the Company, namely Dr. Lee Lam, Ms. Elizabeth Law and Mr. Robert Fung, (the “Special Committee”) considered the proposed terms and conditions for the settlement of the Loan and Debentures, as well as possible alternatives available to the Company, including the ability to obtain alternative lenders on acceptable terms, and other financing options. During the course of its deliberations and in arriving at its recommendations, the Special Committee considered and discussed numerous factors in connection with the proposed transaction. These factors included information with respect to the business, financial condition including the current liquidity ratio, property, assets, operations and plans of the Company, current capital market conditions and the impact to the Company of the reduction in the Company’s holdings in Sunwah Kingsway. As part of its deliberations, the Special Committee also considered the value to be ascribed to the Sunwah Kingsway shares. In its deliberations, the Special Committee took notice of the fact that the Sunwah Kingsway shares trade daily in significant volumes on the HKEx and that a recent Sunwah Kingsway open offer was completed at a price consistent with the current prevailing market price of Sunwah Kingsway shares on the HKEx (yet it was still under subscribed by its existing shareholders). These factors, as well as other considerations of the Special Committee, resulted in it determining that the fair market value of the Sunwah Kingsway shares may be appropriately based on the current trading prices of such shares. Initially, it was proposed that the price of Sunwah Kingsway shares be the closing price on the day of the debts settlement agreements but it was resolved to be the higher of the 30 and 60 days volume weighted average price (“VWAP”) per share of Sunwah Kingsway as traded on the HKEx from the close of business of the execution of the debts settlement agreements, the closing VWAP per share of Sunwah Kingsway on the date of the execution of the debts settlement agreements and the price of the recent Sunwah Kingsway open offer of HK$0.103.
After completing its deliberations, the Special Committee concluded that completion of the debt settlement transactions were in the best interests of the Company and recommended that the Company’s Board of Directors approve the settlement transactions. The Company’s Board of Directors, with Dr. Jonathan Choi and Mr. Michael Choi abstained from voting, considered the settlement transactions and approved them.
The settlement of the Loan and the Debentures constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI 61-101 requires that unless exempted, a corporation proposing to carry out a related party transaction is required to obtain an independent formal valuation and minority shareholder approval, as such are defined in MI 61-101. The Company is relying on the exemption from the formal valuation requirement as set out in Section 5.5(a) of MI 61-101 and on the exemption from the minority shareholder approval requirement as set out in Section 5.7(1)(a) of MI 61-101 as neither the fair market value of the total Loan and Debenture settlement amounts nor the fair market value of the total Sunwah Kingsway shares to be transferred, in each case being approximately CAN$7,655,542, exceeds 25% of the Company’s market capitalization as determined in accordance with the requirements of MI 61-101. The Company’s total market capitalization as at May 31, 2018, determined in accordance with the requirements of MI 61-101, was CAN$34,554,913 and 25% of its market capitalization is CAN$8,638,728.
It is currently anticipated that the settlement of the Loan and the Debentures will be completed concurrently on July 13, 2018.
The Company will send a copy of the material change report in respect of the settlement transactions to any security holder of the Company upon request and without charge.
U.S. inauguration turns poet Amanda Gorman into best seller
WASHINGTON (Thomson Reuters Foundation) – The president’s poet woke up a superstar on Thursday, after a powerful reading at the U.S. inauguration catapulted 22-year-old Amanda Gorman to the top of Amazon’s best-seller list.
Hours after Gorman’s electric performance at the swearing-in of President Joe Biden and Vice President Kamala Harris, her two books – neither out yet – topped Amazon.com’s sales list.
“I AM ON THE FLOOR MY BOOKS ARE #1 & #2 ON AMAZON AFTER 1 DAY!” Gorman, a Los Angeles resident, wrote on Twitter.
Gorman’s debut poetry collection ‘The Hill We Climb’ won top spot in the online retail giant’s sale charts, closely followed by her upcoming ‘Change Sings: A Children’s Anthem’.
While poetry’s popularity is on the up, it remains a niche market and the overnight adulation clearly caught Gorman short.
“Thank you so much to everyone for supporting me and my words. As Yeats put it: ‘For words alone are certain good: Sing, then’.”
Gorman, the youngest poet in U.S. history to mark the transition of presidential power, offered a hopeful vision for a deeply divided country in Wednesday’s rendition.
“Being American is more than a pride we inherit. It’s the past we step into and how we repair it,” Gorman said on the steps of the U.S. Capitol two weeks after a mob laid siege and following a year of global protests for racial justice.
“We will not march back to what was. We move to what shall be, a country that is bruised, but whole. Benevolent, but bold. Fierce and free.”
The performance stirred instant acclaim, with praise from across the country and political spectrum, from the Republican-backing Lincoln Project to former President Barack Obama.
“Wasn’t @TheAmandaGorman’s poem just stunning? She’s promised to run for president in 2036 and I for one can’t wait,” tweeted former presidential candidate Hillary Clinton.
A graduate of Harvard University, Gorman says she overcame a speech impediment in her youth and became the first U.S. National Youth Poet Laureate in 2017.
She has now joined the ranks of august inaugural poets such as Robert Frost and Maya Angelou.
Her social media reach boomed, with her tens of thousands of followers ballooning into a Twitter fan base of a million-plus.
“I have never been prouder to see another young woman rise! Brava Brava, @TheAmandaGorman! Maya Angelou is cheering—and so am I,” tweeted TV host Oprah Winfrey.
Gorman’s books are both due out in September.
Third on Amazon’s best selling list was another picture book linked to politics and projecting hope: ‘Ambitious Girl’ by Vice-President Kamala Harris’ niece, Meena Harris.
(Reporting by Umberto Bacchi @UmbertoBacchi, Editing by Lyndsay Griffiths. Please credit the Thomson Reuters Foundation, the charitable arm of Thomson Reuters, that covers the lives of people around the world who struggle to live freely or fairly. Visit http://news.trust.org)
Why brands harnessing the power of digital are winning in this evolving business landscape
By Justin Pike, Founder and Chairman, MYPINPAD
Delivery of intuitive, secure, personalised, and frictionless user experiences has long been table stakes in digital commerce, well before the era of COVID-19. As businesses harness the revolutionary power of digital technologies, they have pursued large-scale change to adapt to evolving consumer preferences (some more successfully than others, but that’s a blog for another day). Digital transformation is a term we hear repeatedly, and it looks different for each organisation, but essentially, it’s about utilising technology and data to digitise, automate, innovate and improve processes and the customer experience across the entire business.
As I said, this was already well underway but then came 2020 and no industry escaped the disruption of the coronavirus outbreak, which has had an indelible impact on businesses performance, operations, and revenue. Regardless of whether the impact of COVID has been very positive or very challenging, it has forced organisations globally to re-evaluate and re-orient strategies to adapt.
As lockdowns and pandemic-related restrictions continue to change daily life, this raises the question of how we can balance a dramatic shift to digital and the benefits it brings, while ensuring business continuity and innovation both during and post-COVID, and protecting everyone against fraud?
Digital is an essential survival tool, and even more so in a COVID world
No one could have predicted the dramatic digital pivot that has taken place over this year. Indeed, within weeks of the COVID outbreak cash usage in the UK dropped by around 50%. Digital solutions including delivery applications, contactless payments, mobile commerce, online and mobile banking have become essential components of a touchless customer experience in the era of social distancing. It’s no longer just about an enhanced and superior customer experience, it’s also about health, safety and survival.
In store, businesses have benefited from contactless payments enabling faster throughput and reduced need for consumers to touch payment terminals (therefore requiring greater cleaning, which degrades the hardware much faster). Mastercard reported a 40% increase in contactless payments – including tap-to-pay and mobile pay – during the first quarter of the year as the global pandemic worsened. Digital has also become an essential sales channel for many B2C brands. Where brick and mortar stores have been required to close, digital commerce enables continuity of customer relationships and revenue. This channel also provides brands with rich customer data, which can be used to enhance and personalise the customer experience and typically results in greater levels of engagement and uplifts in revenue.
Industry forecasts estimate that worldwide spending on the technologies and services enabling digital transformation will reach GBP 1.8 trillion in 2023 – a clear indication that the process represents a long-term investment and a global commitment to digital-first strategy. The key point here is that digital brings significant benefits, and regardless of COVID, is here to stay.
The challenges that rapid digital transformation brings to businesses
Regardless of whether businesses are operating in developed or less-developed economies, these times of crisis have levelled the playing field in the sense that all businesses are facing similar issues. Access to products and supplies, maintaining customer relationships, accelerating sales for some and declining sales for others, health and hygiene are just a few of the unique challenges brought about by COVID.
Many businesses in physical environments have had to swiftly implement changes to significantly reduce safety risks for staff and customers, such as contactless payments, mobile ordering and delivery options. But with these changes come a host of other benefits of digitisation, such as faster transactions, and reduced human error at the point-of-sale.
The reliance on technology, however, can also expose organisations and consumers to certain vulnerabilities. In particular, the risks of fraud and cybercrime have dramatically increased since the onset of the pandemic as scammers have taken advantage of digital technologies to target both businesses and individuals.
As a McKinsey report illustrates, new levels of sophistication in the activities of fraudsters have placed more pressure on companies that have been previously slow to go digital, bringing “into sharp relief how vulnerable companies really are”, and damaging the financial health of small and large businesses. In fact, the Bottomline 2020 Business Payments Barometer reveals that only one in 10 small businesses across the UK report recovering more than 50% of losses due to fraud.
But take these stats with a grain of salt. While it is important to be aware of the risks and challenges this new business landscape brings, it’s equally as important to have a lens firmly across your own business, industry and audience, and to identify the changes you can make internally to mitigate risk as well as improve your customer experience. Where can you make some quick wins? Do you have the right skillsets internally to achieve what you need to achieve? What technology is out there that will enable your business goals? There are tech companies like MYPINPAD that are making huge strides in software development, which will transform businesses globally.
A digital world post-COVID
Almost a year in, the line between business success and failure remains fragile. However, an ongoing transition towards greater digitisation will be the difference between survival and the alternative.
There is a wide range of initiatives businesses can implement to weather this storm. If we look at the space MYPINPAD operates within, secure digital consumer authentication is crucial to the ongoing success and security of not only financial products but also identification and verification across a range of different industry verticals. Shifting the authentication of consumers securely onto mobile devices enables businesses to completely reshape their customer experiences. By bringing together a more seamless, frictionless customer experience, accessibility, privacy, security and access to consumer data, businesses are able to drive digital transformation across day-to-day activities.
Against this backdrop, software with stronger security standards continue to play an ever more vital role in supporting society, protecting consumers and businesses from the increase in risks that rapid digitisation brings. Already, merchants can deploy PIN on Mobile technology from companies like MYPINPAD, onto their smart devices to speed up the digitisation process many are now tackling.
Essentially, opening up universal payments and authentication methods that feel familiar, for both online and face-to-face transactions, will be key to opening up a world of possibilities when it comes to redefining how businesses engage with consumers.
Brexit responsible for food supply problems in Northern Ireland, Ireland says
LONDON (Reuters) – Food supply problems in Northern Ireland are due to Brexit because there are now a certain amount of checks on goods going between Britain and Northern Ireland, Irish Foreign Minister Simon Coveney said.
British ministers have sought to play down the disruption of Brexit in recent days.
“The supermarket shelves were full before Christmas and there are some issues now in terms of supply chains and so that’s clearly a Brexit issue,” Coveney told ITV.
The Northern Irish protocol means there are “a certain amount of checks on goods coming from GB into Northern Ireland and that involves some disruption,” he said.
(Reporting by Guy Faulconbridge; Editing by Tom Hogue)
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