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DISCLOSEABLE TRANSACTION HKExnews

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					Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no representation
as to its accuracy or completeness and expressly disclaim any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.




                                    (Incorporated in Bermuda with limited liability)
                                            (Stock Code: 993)

                            DISCLOSEABLE TRANSACTION

 Reference is made to the Company’s announcement dated 7 November 2011 in relation to
 the acquisition of 51% of the entire issued share capital of the Target Company.

 The Board announces that on 12 October 2012, the Purchaser (a wholly-owned subsidiary
 of the Company) entered into the Agreement with the Vendor pursuant to which the
 Purchaser agreed to purchase and the Vendor agreed to sell the Sale Shares and the Sale
 Loans in the Target Company at the Consideration of HK$6,552,000 subject to the terms
 and conditions of the Agreement.

 Since Ms. Wu is a substantial shareholder of the Target Company, under the Listing
 Rules, she is a connected person of the Company at the level of subsidiaries and therefore
 the Acquisition constitutes a connected transaction of the Company under Chapter 14A of
 the Listing Rules. As the Acquisition, which is carried on normal commercial terms, is a
 connected transaction only because it involves Ms. Wu, who is a connected person of the
 Company by virtue of her relationship with the Target Company and the value of the
 Target Group’s total assets, profits and revenue represents less than 5% under the relevant
 percentage ratios as defined under Rule 14.04(9) of the Listing Rules for the latest
 financial year and the consideration ratio is less than 10%, the connected transaction is
 exempt pursuant to Rule 14A.31(9) of the Listing Rules from the reporting, announcement
 and independent shareholders’ approval requirements.

 As the consideration ratio calculated under the Listing Rules in respect of the Acquisition
 exceeds 5% but less than 25%, the Acquisition constitutes a discloseable transaction of
 the Company and is subject to reporting and announcement requirements.


Reference is made to the Company’s announcement dated 7 November 2011 in relation to
the acquisition of 51% of the entire issued share capital of the Target Company. The Board
announces that on 12 October 2012, the Purchaser (a wholly-owned subsidiary of the
Company) entered into the Agreement with the Vendor pursuant to which the Purchaser
agreed to purchase and the Vendor has agreed to sell the Sale Shares and the Sale Loans in
the Target Company at the Consideration of HK$6,552,000 subject to the terms and
conditions of the Agreement.


* For identification purpose only

                                                    –1–
THE AGREEMENT

Set out below are the key terms of the Agreement:

Date: 12 October 2012

Parties involved:

Purchaser: Wit Sky Limited, an indirect wholly-owned subsidiary of the Company

Vendor: Ms. Wu

Sale Shares:

Subject to the terms and conditions of the Agreement, the Purchaser agreed to purchase and
the Vendor agreed to sell the Sale Shares free from any claim, option, charge, lien, equity,
encumbrance, rights of pre-emption or any third-party rights.

The Sale Shares, which consist of 4,900 ordinary shares of the Target Company of nominal
value of HK$1 each, represent 49% of the entire issued share capital of the Target Company
as at the date of the Agreement. Upon Completion, the Target Company will become a
wholly-owned subsidiary of the Company, and the financial results of the Target Group shall
be fully consolidated into the financial statements of the Company.

Sale Loans:

Subject to the terms and conditions of the Agreement, the Vendor agreed to assign to the
Purchaser absolutely all it rights, title, interest and benefits in and to the Sale Loans with
effect from the date of the Completion.

The Sale Loans amounted to approximately HK$5.85 million as at the date of this
announcement.

The Consideration:

The total consideration for the Sale Shares and the Sale Loans shall be HK$6,552,000 which
will be satisfied by payment in cash and shall be funded by internal resources of the Group
and/or debt and equity financing.

Basis of the Consideration:

The Consideration was determined between the Vendor and the Purchaser after arm’s length
negotiation and on normal commercial terms by making reference to, inter alia, the amounts
invested by the Vendor in the Target Group and financial information and performance of
the Target Group.




                                            –2–
Conditions precedent:

Completion of the Agreement shall be conditional upon all of the following conditions being
fulfilled:

a.   the passing of all necessary resolutions by the Directors (or the Shareholders (if
     required)) to approve the Agreement and the transactions contemplated thereunder;

b.   all licence, permit, consent, approval, authorization, waiver, order and exemption by the
     Stock Exchange and the SFC (if necessary) and all licence, permit, consent, approval,
     authorization, waiver, order and exemption by, and all filings with any relevant
     governmental or regulatory authorities and other relevant third parties in Hong Kong,
     PRC, Bermuda, and BVI or elsewhere (if necessary) which are required or applicable
     for the entering into and the implementation of the Agreement having been given or
     made; and all applicable statutory or other legal obligations having been complied with;

c.   no event having occurred which may result in material adverse impact on the Target
     Group’s financial conditions, business operations, assets and liabilities, performance or
     business prospects since the date of signing of the Agreement up to Completion and no
     such material adverse impact having occurred;

d.   the warranties given by the Vendor contained in the Agreement remaining true and
     accurate and not misleading at Completion as if repeated at Completion and at all times
     between the date of the Agreement up to Completion.

Completion:

If any of the above conditions precedents is not satisfied or waived on or before 31
December 2012 (or such later date as the Purchaser and the Vendor shall mutually agree in
writing), the Agreement shall lapse except provisions on announcement and confidentiality,
costs, notice and governing law and jurisdiction.

INFORMATION ON THE TARGET COMPANY

The Target Company is principally engaged in the business of establishing and holding of
the shares of Solomon. As at the date of this announcement, other than Solomon, the Target
Company has no subsidiaries.

Solomon was established by the Target Company in the PRC with limited liability on 14
October 2011 and is wholly-owned by the Target Company. It is situated in Tianjin Kong
Gang Economic District (天津空港經濟區), PRC. It has a registered capital of
US$10,000,000, of which, US$8.5 million is yet to be paid up. Its scope of business covers
direct lease, sublease, back lease, leveraged lease, entrusted lease, joint lease and other
forms of finance lease business for various domestic and foreign high technology and
advanced applicable production equipment, communication equipment, electronic and
electrical equipment, medical equipment, research equipment, inspection and testing
equipment, engineering machinery, traffic and transport equipment, urban infrastructure
equipment and ancillary software technology; purchasing the leased property at home and
abroad; sale and disposal of residual lease materials; and consultation and guarantee for
lease transactions; subject to permits and specific requirements of the relevant authorities.


                                            –3–
Since its incorporation, Solomon has not yet commenced the finance lease business as the
minimum registered capital of US$10 million as required has not yet been fully paid up.

Financial information of the Target Group

Set out below is a summary of the financial information of the Target Group for the period
from the date of its incorporation on 12 January 2011 to 30 April 2011 and for the year
ended 30 April 2012 prepared in accordance with the relevant HK GAAP:

                                                         For the period
                                                       from the date of
                                                      its incorporation
                                                         on 12 January             For the
                                                      2011 to 30 April          year ended
                                                                  2011       30 April 2012
Consolidated Income Statement                                      HK$                HK$

Net profit/(loss) before taxation                                (7,000)         (91,171.63)
Net profit/(loss) after taxation                                 (7,000)         (91,171.63)

                                                                                     As at
                                                                             30 April 2012
Consolidated Balance Sheet                                                            HK$

Net liabilities                                                                 (93,851.50)

INFORMATION ON THE GROUP

The Group is principally engaged in brokerage and dealing of securities, futures and options
contracts, margin financing, loan financing, financial advisory, investment holding,
brokerage and dealing of bullion and forex contracts, provision of management and
consultancy services and provision of pawn loans.

The Purchaser is a company incorporated on 18 October 2011 under the law of BVI with
limited liability. It is indirectly and wholly owned by the Company. The Purchaser’s
principal activity is investment holding. Since its incorporation, the Purchaser has not
carried out any business activities.

REASONS FOR THE ACQUISITION

The Directors consider that finance lease in the PRC is a niche market but with positive
outlook as a result of the tightened credit policy in the PRC. The Directors are optimistic
that there is a robust market demand on money lending and provision of credit in the PRC.
Through the Acquisition, the Target Group will become wholly-owned subsidiaries of the
Company and the Company can speed up the capital injection into Solomon in order to start
the finance lease business as soon as possible. As such, the Group is required to inject the
remaining US$8.5 million (equivalent to approximately HK$65.8 million at the exchange
rate of US$1 to HK$7.75) to Solomon as its registered capital. After Completion, the Group
intends to finance the said amounts by debt and equity financing.



                                           –4–
The Directors consider that the terms of the Agreement are on normal commercial terms and
are fair and reasonable and the Acquisition is in the interests of the Company and its
Shareholders as a whole. None of the Directors has any material interests in the Acquisition.

IMPLICATIONS UNDER THE LISTING RULES

Since Ms. Wu is a substantial shareholder of the Target Company, under the Listing Rules,
she is a connected person of the Company at the level of subsidiaries and therefore the
Acquisition constitutes a connected transaction of the Company under Chapter 14A of the
Listing Rules. As the Acquisition, which is carried on normal commercial terms, is a
connected transaction only because it involves Ms. Wu, who is a connected person of the
Company by virtue of her relationship with the Target Company and the value of the Target
Group’s total assets, profits and revenue represents less than 5% under the relevant
percentage ratios as defined under Rule 14.04(9) of the Listing Rules for the latest financial
year and the consideration ratio is less than 10%, the connected transaction is exempt
pursuant to Rule 14A.31(9) from the reporting, announcement and independent shareholders’
approval requirements.

As the consideration ratio calculated under the Listing Rules in respect of the Acquisition
exceeds 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the
Company and is subject to reporting and announcement requirements.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall
have the following meanings when used herein:

‘‘Acquisition’’                 the proposed acquisition of the Sale Shares by the Purchaser
                                and assignment of the Sale Loans to the Purchaser pursuant
                                to the Agreement

‘‘Agreement’’                   the sale and purchase agreement dated 12 October 2012 in
                                relation to the Acquisition entered into between the
                                Purchaser and the Vendor

‘‘associate(s)’’                shall have the meaning as ascribed to it under the Listing
                                Rules

‘‘Board’’                       the board of Directors

‘‘Business Day(s)’’             a day (other than a Saturday, Sunday, public or statutory
                                holiday and days on which a typical cyclone warning signal
                                no. 8 or above or a black rainstorm warning signal is
                                hoisted in Hong Kong at any time between 9:00 a.m. and
                                5:00 p.m.) on which licensed banks in Hong Kong and the
                                PRC are generally open for business throughout their
                                normal business hours

‘‘BVI’’                         British Virgin Islands



                                            –5–
‘‘Company’’          Simsen International Corporation Limited (天行國際(控股)
                     有限公司*), a company incorporated in Bermuda with
                     limited liability and the Shares of which are listed on the
                     main board of the Stock Exchange

‘‘Completion’’       the completion of the Acquisition in accordance with the
                     terms and conditions of the Agreement

‘‘Consideration’’    HK$6,552,000

‘‘Director(s)’’      the director(s) of the Company

‘‘Group’’            the Company and its subsidiaries

‘‘HK$’’              Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’        the Hong Kong Special Administrative Region of the PRC

‘‘Listing Rules’’    The Rules Governing the Listing of Securities on the Stock
                     Exchange

‘‘Ms. Wu’’           Ms. Wu Yu Shan

‘‘PRC’’              the People’s Republic of China

‘‘Purchaser’’        Wit Sky Limited 威天有限公司, a company incorporated in
                     BVI with limited liability which is an indirect wholly-owned
                     subsidiary of the Company

‘‘Sale Loans’’       the shareholders loan of approximately HK$5.85 million
                     owing by the Target Company to Ms. Wu

‘‘Sale Shares’’      4,900 ordinary shares of nominal value of HK$1 each in the
                     issued share capital of the Target Company, representing
                     49% of the entire issued share capital of the Target
                     Company as at the date of the Agreement

‘‘SFC’’              Securities and Futures Commission, Hong Kong

‘‘Share(s)’’         the ordinary share(s) of HK$0.001 each in the share capital
                     of the Company

‘‘Shareholder(s)’’   holder(s) of the Share(s)

‘‘Solomon’’          索羅門國際租賃(天津)有限公司                  Solomon     International
                     Leasing (Tianjin) Co, Ltd, a company established by the
                     Target Company in the PRC with limited liability on 14
                     October 2011 and is wholly owned by the Target Company

‘‘Stock Exchange’’   The Stock Exchange of Hong Kong Limited



                                –6–
‘‘Target Company’’                  AST 3G LIMITED, a company incorporated in Hong Kong
                                    with limited liability on 12 January 2011

‘‘Target Group’’                    the Target Company and its subsidiaries from time to time
                                    (including, for the avoidance of doubt, Solomon)

‘‘US$’’                             United States dollars, the lawful currency of the United
                                    States of America

‘‘Vendor’’                          Ms. Wu

‘‘%’’                               Per cent

                                                            By order of the Board
                                                 Simsen International Corporation Limited
                                                                 Ji Xiao Bo
                                                Executive Director and Chief Executive Officer

Hong Kong, 12 October 2012

As at the date of this announcement, the executive Directors are Mr. Ji Xiao Bo (Chief
Executive Officer) and Mr. Fu Jiwen and the independent non-executive Directors are Mr.
Zhu Chengwu, Mr. Li Haifeng and Mr. Choi Man Chau, Michael.

In the case of inconsistency, the English text of this announcement shall prevail over the
Chinese text.
* For identification purpose only




                                               –7–

				
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