GOLDIN FINANCIAL HOLDINGS LIMITED *

Transcription

1 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. GOLDIN FINANCIAL HOLDINGS LIMITED * (Incorporated in Bermuda with limited liability) (Stock Code: 530) CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF ENTITIES RELATING TO WINE BUSINESS IN TIANJIN, THE PRC THE TIANJIN SALE AND PURCHASE AGREEMENT On 30 June 2017, after trading hours of the Stock Exchange, Gold Podium, as the Vendor, and Mr. Pan, as the Purchaser, entered into the Tianjin Sale and Purchase Agreement pursuant to which Gold Podium has agreed to sell and Mr. Pan has agreed to purchase the Sale Share and the Sale Loan at the aggregate Consideration of approximately HK$734,192,000. LISTING RULES IMPLICATIONS As at the date of this announcement, Mr. Pan is the Chairman of the Board, an executive Director and a controlling shareholder of the Company who, together with his associates, hold 4,939,984,634 Shares, representing approximately 70.67% of the issued share capital of the Company, and is therefore a connected person of the Company. Accordingly, the Disposal constituted a connected transaction of the Company under Chapter 14A of the Listing Rules. As certain applicable percentage ratios calculated pursuant to Rule of the Listing Rules in respect of the Disposal exceed 0.1% but all are less than 5%, the Disposal is subject to reporting and announcement requirements but is exempt from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. Mr. Pan is considered to have material interest in the Disposal and thus has abstained from voting on the Board resolution(s) approving the Disposal. In addition, Mr. Zhou, being a director and the legal representative of the Project Company, is deemed to be interested in the Disposal and has therefore abstained from voting on the Board Resolution(s) approving the Disposal. Save as disclosed, none of the Directors has a material interest in the Disposal or has abstained from voting on the relevant Board resolution(s) approving the Disposal. 1

2 INTRODUCTION References are made to the announcements of the Company dated 13 March 2015 and 31 August 2015 ( 2015 Completion Announcement ) and the circular of the Company dated 29 May On 13 March 2015, Gold Podium, a wholly-owned subsidiary of the Company, and Mr. Pan entered into, among others, the 2015 Tianjin Sale and Purchase Agreement in relation to the acquisition of the entire issued and paid-up share capital of the Disposal Company and the shareholder s loan outstanding from the Disposal Company to Mr. Pan as at the 2015 Completion Date, completion of which took place on 31 August According to the 2015 Completion Announcement, the consideration in respect of the aforesaid acquisition is to be finalised and has not yet settled as at the date of this announcement. On 30 June 2017, after trading hours of the Stock Exchange, Gold Podium, as the Vendor, and Mr. Pan, as the Purchaser, entered into the Tianjin Sale and Purchase Agreement pursuant to which Gold Podium has agreed to sell and Mr. Pan has agreed to purchase the Sale Share and the Sale Loan at the aggregate Consideration of approximately HK$734,192,000. THE TIANJIN SALE AND PURCHASE AGREEMENT Set out below are the principal terms of the Tianjin Sale and Purchase Agreement: Date 30 June 2017, after trading hours of the Stock Exchange Parties Vendor : Gold Podium, a wholly-owned subsidiary of the Company Purchaser : Mr. Pan Assets to be disposed of The assets to be disposed of comprise (i) the Sale Share, representing the entire issued share capital of the Disposal Company, the principal assets of which are the Properties constructed for wine storage; and (ii) the Sale Loan. Consideration The aggregate Consideration for the Sale Share and the Sale Loan amounted to approximately HK$734,192,000, which is apportioned in the following manners: (i) (ii) the consideration payable for the Sale Loan amounting to the outstanding loan owed by the Disposal Company to the Vendor as at the Completion Date; and the consideration payable for the Sale Share amounting to the remaining balance. 2

3 The Consideration shall be offset by the amount payable by the Vendor to the Purchaser as of the date of the Tianjin Sale and Purchase Agreement arising from the previous acquisition as stipulated under the 2015 Tianjin Sale and Purchase Agreement. The Consideration was determined after arm s length negotiations between the Vendor and the Purchaser with reference to (i) the unaudited consolidated net assets of the Disposal Group as at 31 May 2017 of approximately HK$600,273,000; and (ii) the amount of the shareholder s loan of the Disposal Group as at 31 May 2017 of approximately HK$92,824,000. The Consideration shall be equivalent to the amount payable by the Vendor to the Purchaser as of the date of the Tianjin Sale and Purchase Agreement arising from the previous acquisition as stipulated under the 2015 Tianjin Sale and Purchase Agreement. The Directors (excluding Mr. Pan and Mr. Zhou) consider that the Consideration is fair and reasonable and on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Completion Completion took place upon the signing of the Tianjin Sale and Purchase Agreement. Prior to the Completion, Gold Podium wholly owned the Disposal Company. As at the time of publication of this announcement, the Company no longer has any equity interests in the Disposal Group and each member of the Disposal Group ceased as a subsidiary of the Company. INFORMATION ON THE DISPOSAL GROUP The Disposal Company is a company incorporated in the BVI with limited liability. The Disposal Company indirectly owns the entire interests in the Project Company, the business scopes of which include distribution, retail, storage and trading of grape wine, Brandy and Champagne. The principal assets of the Disposal Group are the Properties situated at Dongjiang Free Trade Port Zone, Tianjin, the PRC, with a total site area of approximately 63,040.9 square meters and a gross floor area of approximately 55,493.1 square meters including a wine cellar covering approximately 41,744.0 square meters. The Properties are designated for storage use with a wine storage capacity of approximately 7,200,000 bottles and a land use term expiring in

4 Set out below is certain unaudited consolidated financial information of the Disposal Group: For the 11 months ended 31 May 2017 HK$ For the 10 months from 1 September 2015 to 30 June 2016 (Note) HK$ Revenue Net loss before and after tax 30,846,125 5,422,808 Note: Members of the Disposal Group only became subsidiaries of the Group upon 2015 Completion on 31 August 2015 and hence, the consolidated financial results of the Disposal Group for the period preceding 1 September 2015 did not form part of the Group s consolidated financial results. Only consolidated financial results of the Disposal Group for the 10 months from 1 September 2015 to 30 June 2016 are presented in this announcement for reference purpose only. According to the unaudited consolidated accounts of the Disposal Group, the unaudited consolidated net assets of the Disposal Group as at 31 May 2017 amounted to approximately HK$600,273,000. REASONS FOR AND BENEFITS OF THE DISPOSAL The Group is principally engaged in (i) the provision of factoring services; (ii) financial investments; (iii) winery and wine related business; and (iv) property development and investment. In recent years, the real estate business of the Group has been growing rapidly. According to the interim report of the Group for the six months ended 31 December 2016, the substantial increase in profit attributable to the owners of the Company during the reporting period as compared to that for the preceding corresponding period was mainly driven by the fair value gain on Goldin Financial Global Centre, an investment property of the Group situated in Kowloon Bay, Hong Kong. In order to capture the benefits from the recent growth in property market in Hong Kong, the Group has been actively expanding its real estate portfolio through various steps including but not limited to the acquisition of a land parcel situated in Sheung Shing Street, Ho Man Tin, Hong Kong in March 2016 and the development of a residential property development project at the Ho Man Tin Station Package One Property Development in December In view of the improving transport connectivity in Kowloon East, the Board believes the prospects of the existing property projects of the Group would be strengthened, and that the Disposal would allow the Group to effectively allocate and devote its resources into other business segments with promising prospects including its real estate business in the future. In addition, by offsetting the Consideration against the amount payable by the Vendor to the Purchaser arising from the previous acquisition as stipulated under the 2015 Tianjin Sale and Purchase Agreement, liabilities of the Group would be reduced upon Completion, thereby providing the Group with financial flexibility for its future business development. 4

5 The Group expects to recognise a gain from the Disposal of approximately HK$759,000 (subject to adjustment and audit) in its accounts for the year ending 30 June The gain on Disposal is estimated based on the Consideration less the unaudited consolidated net assets of the Disposal Group as at 31 May 2017, the shareholder s loan of the Disposal Group as at 31 May 2017 and the release of translation reserve of the Disposal Group arising from exchange rate changes. No sale proceed is expected to be arisen from the Disposal. In light of the reasons set out above, the Directors (excluding Mr. Pan and Mr. Zhou but including all independent non-executive Directors) consider that the terms of the Disposal are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Mr. Pan, the Chairman of the Board, an executive Director and a controlling shareholder of the Company who, together with his associates, hold 4,939,984,634 Shares, representing approximately 70.67% of the issued share capital of the Company, and is therefore a connected person of the Company. Accordingly, the Disposal constituted a connected transaction of the Company under Chapter 14A of the Listing Rules. As certain applicable percentage ratios calculated pursuant to Rule of the Listing Rules in respect of the Disposal exceed 0.1% but all are less than 5%, the Disposal is subject to reporting and announcement requirements but is exempt from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. Mr. Pan is considered to have material interest in the Disposal and thus has abstained from voting on the Board resolution(s) approving the Disposal. In addition, Mr. Zhou, being a director and the legal representative of the Project Company, is deemed to be interested in the Disposal and has therefore abstained from voting on the Board Resolution(s) approving the Disposal. Save as disclosed, none of the Directors has a material interest in the Disposal or has abstained from voting on the relevant Board resolution(s) approving the Disposal. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: associate(s) Board Business Day(s) has the meaning ascribed to it under the Listing Rules the board of Directors a day (other than Saturday, Sunday, public holidays and days on which a tropical cyclone warning 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 banks are open in Hong Kong for general banking business 5

6 BVI Company Completion Date Completion connected person(s) Consideration Director(s) Disposal Disposal Company Disposal Group Gold Podium or Vendor Group HK$ Hong Kong Land Listing Rules Mr. Pan or Purchaser the British Virgin Islands Goldin Financial Holdings Limited, a company incorporated under the laws of Bermuda with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange the date on which the Completion took place, being the date of the Tianjin Sale and Purchase Agreement completion of the Disposal has the meaning ascribed to it under the Listing Rules the aggregate consideration for the Sale Share and the Sale Loan pursuant to the Tianjin Sale and Purchase Agreement the director(s) of the Company the disposal of the Sale Share and the Sale Loan pursuant to the terms of the Tianjin Sale and Purchase Agreement Treasure Channel Holdings Limited, a company incorporated in the BVI, the principal assets of which are the Properties located in Tianjin, the PRC the Disposal Company and its subsidiaries Gold Podium Limited, a company incorporated in the BVI and a wholly-owned subsidiary of the Company the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC a parcel of land situated at Dongjiang Free Trade Port Zone, Tianjin, the PRC the Rules Governing the Listing of Securities on the Stock Exchange Mr. Pan Sutong, the Chairman of the Board, an executive Director and the controlling shareholder of the Company 6

7 Mr. Zhou PRC Project Company Properties Tianjin Sale and Purchase Agreement Sale Loan Sale Share Shares Shareholder(s) Stock Exchange Mr. Zhou Xiaojun, an executive Director and a director and the legal representative of the Project Company the People s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan (Tianjin Le Pan Red Wine Company Limited*), a company established in the PRC and is an indirect wholly-owned subsidiary of the Disposal Company the Land together with all the buildings and structures erected thereon and other fixtures and appurtenances thereto located in Tianjin, the PRC the sale and purchase agreement dated 30 June 2017 entered into between Gold Podium and Mr. Pan in relation to the sale and purchase of the Sale Share and the Sale Loan the loan outstanding from the Disposal Company to the Vendor as at the Completion the entire issued and paid-up share capital of the Disposal Company as at the Completion ordinary shares of HK$0.10 each in the share capital of the Company holder(s) of the Shares The Stock Exchange of Hong Kong Limited % per cent 2015 Completion completion of the sale and purchase of the Sale Share and the Sale Loan in accordance with the terms and conditions of the 2015 Tianjin Sale and Purchase Agreement 2015 Completion Date 31 August 2015, being the date on which the 2015 Completion took place 7

8 2015 Tianjin Sale and Purchase Agreement an agreement dated 13 March 2015 entered into between Gold Podium as purchaser and Mr. Pan as vendor in relation to the sale and purchase of the Sale Share and the Sale Loan, completion of which has taken place on the 2015 Completion Date By order of the Board of Goldin Financial Holdings Limited * Pan Sutong Chairman Hong Kong, 30 June 2017 As at the date of this announcement, the Board comprises Mr. Pan Sutong (Chairman), Professor Huang Xiaojian, Mr. Zhou Xiaojun and Ms. Hou Qin as the executive Directors; and Hon. Shek Lai Him Abraham (GBS, JP), Ms. Hui Wai Man, Shirley, Mr. Tang Yiu Wing and Ms. Gao Min as the independent non-executive Directors respectively. * for identification purposes only 8