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18B.32

In the event of a material change in: (1) any SPAC Promoter who, alone or together with its close associates, controls or is entitled to control 50% or more of the Promoter Shares in issue (or where no SPAC Promoter controls or is entitled to control 50% or more of the Promoter Shares in issue, the single largest SPAC Promoter); (2) any SPAC Promoter referred to in rule 18B.10(1); (3) the eligibility and/or suitability of a SPAC Promoter referred to in (1) or (2); or (4) a director referred to in rule 18B.13, the continuation of the SPAC following such a material change must be approved by:
 
(a)    a special resolution of the shareholders of the SPAC at a general meeting (on which the SPAC Promoter(s) and their respective close associates must abstain from voting) within one month from the date of the material change; and
 
(b) the Exchange.
 
Note  1:    For the purpose of rule 18B.32(1) and (2), a material change includes but is not limited to:
 
(a)    the departure or addition of a SPAC Promoter; and
 
(b) a change in control of a SPAC Promoter.
 
Note  2:    For the purpose of rule 18B.32(3), a material change includes but is not limited to:
 
(a)    the suspension or revocation of a SPAC Promoter’s licence(s) issued by the Commission; and
 
(b) breaches of laws, rules and regulations and any other matters bearing on the integrity and/or competence by a SPAC Promoter.
 
Note  3:    For the purpose of rule 18B.32(4), a material change includes but is not limited to the suspension or revocation of such director’s licence(s) issued by the Commission and/or resignation of such director, unless a replacement director is appointed within six months of the event to ensure compliance with rule 18B.13. Such an appointment can be one that is made to fill a casual vacancy and is subject to an election by SPAC shareholders at the first annual general meeting following the appointment.
 
Note  4:    The Exchange retains the discretion to determine whether an event constitutes a material change. This may depend upon the manner in which a SPAC is managed and controlled, and the nature of the change (e.g. a simultaneous change in multiple SPAC Promoters that, in aggregate, hold 50% or more of the Promoter Shares would constitute a material change). If there is any uncertainty as to whether an event constitutes a material change, a SPAC should consult the Exchange as soon as possible.
 
Note  5:    No written shareholders’ approval will be accepted in lieu of holding the general meeting referred to in rule 18B.32(a).