My understanding is Dingyi have approx. 13% with the convertible...

My understanding is Dingyi have approx. 13% with the convertible notes but they still need to get more than 50% to get control so really it will get down to the larger shareholders like Pala Investments with approx. 13% but obviously the other shareholders votes.

I think it's a bit simplified to say that Dingyi can just keep offering ELM convertible notes at lower prices than the 66 cents cash bid and 'choke them'. The only reason they issued those notes is because this debacle has carried on for a lot longer than expected so I don't think issuing convertible notes is a conscious sinister move from Dingyi to get cheaper shares at a cheaper price than 66 cents. Dingyi have spent around $10 million on convertible notes for 13% holding in ELM but what would happen if they don't get more than 50% of the votes ? They would have invested $10 million into ELM to be a minority shareholder with no control which they really would not want.

I agree that Dingyi don't care about the capital structure and just want the deposit and I think they know 66 cents is a bargain and they have had a chance to adjust the price when the deals have lapsed previously and they haven't. I don't think they would want to risk trying to lower their bid because they are struggling to get to at least 50% holding as it is and I'm sure they would really like 100% of ELM in my opinion the 66 cent cash bid will not be altered.

So what happens if HKSE uphold their decision to disallow the reverse takeover? Will Dingyi throw their hands up and walk away?

I don't think so. They want the deposit, have invested alot of time and money and there is always more than one way to skin a cat

Now upside of 300% at 66 cents cash bid.

Put simply ELM have the deposit and Dingyi want it and the only thing standing in the way is HKSE and that hurdle can be cleared.

Hopefully HKSE reverse their decision for the sanity of all ELM shareholders.