TOP SPRING INTERNATIONAL 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. TOP SPRING INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03688) INSIDE INFORMATION ANNOUNCEMENT THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF TOP SPRING INTERNATIONAL (UK) LIMITED This announcement is made pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule of the Listing Rules. On 18 November 2015 (after trading hours), the Seller, a direct wholly-owned subsidiary of the Company, entered into the Share Transfer Agreement with the Buyer, pursuant to which (i) the Seller agreed to sell or assign, or to procure the sale or assignment of, and (ii) the Buyer agreed to purchase (1) the Sale Share, representing the entire issued share capital in the Target Company and (2) the benefit of the Sale Loans at Completion, for an aggregate consideration of approximately 15,069,987 (equivalent to approximately HK$176,318,848), which shall be fully settled in cash by the Buyer. As all applicable percentage ratios as defined under Rule of the Listing Rules in respect of the Disposal are less than 5%, the Disposal does not constitute a notifiable transaction under Chapter 14 of the Listing Rules and is not subject to the reporting, announcement and shareholders approval requirements under the Listing Rules. This announcement is made by the Company on an inside information basis to advise the Shareholders and the public on the latest development of the Group. This announcement is made pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule of the Listing Rules. 1

2 THE DISPOSAL On 18 November 2015 (after trading hours), the Seller, a direct wholly-owned subsidiary of the Company, entered into the Share Transfer Agreement with the Buyer, pursuant to which (i) the Seller agreed to sell or assign, or to procure the sale or assignment of, and (ii) the Buyer agreed to purchase (1) the Sale Share, representing the entire issued share capital in the Target Company and (2) the benefit of the Sale Loans at Completion, for an aggregate consideration of approximately 15,069,987 (equivalent to approximately HK$176,318,848), which shall be fully settled in cash by the Buyer. The Share Transfer Agreement Date 18 November 2015 Parties Seller: Buyer: Top Spring International (BVI) Limited, a direct wholly-owned subsidiary of the Company Pure Jade Investments Limited To the best of the Directors knowledge, information and belief and having made all reasonable enquiries, the Buyer is a third party independent of the Company and its connected persons. Assets disposed and assignment of loans Pursuant to the Share Transfer Agreement, (i) the Seller agreed to sell or assign, or to procure the sale or assignment of, and (ii) the Buyer agreed to purchase (1) the Sale Share, representing the entire issued share capital in the Target Company and (2) the benefit of the Sale Loans at Completion. The sale and purchase of the Sale Share and the assignment of the Sale Loans shall be completed simultaneously. The Buyer has nominated the Nominee to acquire the Sale Share and the Sale Loans. Consideration The aggregate consideration for the Sale Share and the Sale Loans is approximately 15,069,987 (equivalent to approximately HK$176,318,848) (the Consideration ). The Consideration shall be allocated between the Sale Share and the Sale Loans as follows: (i) the consideration for the Sale Loan No. 1 shall equal to the outstanding amount of the Sale Loan No. 1 as at the Completion Date on a dollar for dollar basis (the Sale Loan No. 1 Consideration ); 2

3 (ii) the consideration for the Sale Loan No. 2 shall equal to the outstanding amount of the Sale Loan No. 2 as at the Completion Date on a pound for pound basis (the Sale Loan No. 2 Consideration ); (iii) the consideration for the Sale Share shall equal to the Consideration less the (i) Sale Loan No. 1 Consideration and (ii) the Sale Loan No. 2 Consideration ( Sale Share Consideration ). The Consideration shall be paid by the Buyer in the following manner: (i) (ii) the Sale Loan No. 1 Consideration shall be paid to TSI HK upon Completion; the Sale Loan No. 2 Consideration shall be paid to the Company upon Completion; and (iii) in relation to the Sale Share Consideration: (1) an amount of approximately 1,506,998 (equivalent to approximately HK$17,631,877) shall be paid to the Seller as deposit (the Deposit ) upon execution of the Share Transfer Agreement; and (2) the balance of the Sale Share Consideration (being the Sale Share Consideration less (a) the Deposit, (b) the Seller s one half share of the estimated stamp duty for the Disposal and (c) Seller s Share of the CoT Fees) shall be paid to the Seller on Completion. If Completion does not take place or if the Share Transfer Agreement shall be terminated due to the failure of the Buyer to perform any one or more of its obligations in the Share Transfer Agreement, the Buyer shall forfeit the Deposit to the Seller. If Completion does not take place or if the Share Transfer Agreement shall be terminated due to the condition to the Share Transfer Agreement under paragraph (i) of the section headed Conditions below not being satisfied or waived on or before the Long Stop Date or due to the failure of the Seller to perform any one or more of the obligations on Completion, the Deposit shall be refunded (together with all accrued interest on it) to the Buyer upon such termination. The consideration was arrived at after arm s length negotiations between the Seller and the Buyer and with reference to the unaudited consolidated net asset value of the UK Investment Group as at 30 September 2015 plus an outstanding principal and an accrued interest receivable from the loan provided to UK Investment by the Group as at 30 September Conditions The Disposal is subject to and conditional upon: (i) there being no material defects in the legal and beneficial title of the UK Investment Group to the Hatbox Property, which are not capable of remedy within reasonable time and with reasonable costs; and 3

4 (ii) the obtaining of all necessary consent, approvals and permits in relation to entry by the Buyer into the Share Transfer Agreement. Completion Completion is subject to and conditional upon the conditions being satisfied or waived on or before the Long Stop Date and shall take place on 30 November 2015, unless the conditions have not been satisfied (or waived) on or before 30 November 2015, in which event the completion date shall be (i) the fifth Business Day after all the conditions have been satisfied or waived; or (ii) any other date agreed in writing by the parties. If the Conditions are not satisfied or waived by the Long Stop Date then the Share Transfer Agreement will terminate. INFORMATION OF THE TARGET COMPANY The Target Company is a company incorporated in Hong Kong and its principal business activity is investment holding. It is an indirect wholly-owned subsidiary of the Company and as at the date of this announcement, it is interested in 25% of the UK Investment Group. The principal business of the UK Investment Group is real estate development in the UK. It owns the Hatbox Property and the Middlewood Locks Property. INFORMATION OF THE BUYER AND THE NOMINEE The Buyer and the Nominee are both limited liability companies incorporated in the British Virgin Islands and are principally engaged in investment holding. FINANCIAL INFORMATION ON THE TARGET COMPANY The audited net asset value of the Target Company as at 31 December 2014 was approximately HK$4,545,831. The net profit of the Target Company for the period from 9 June 2014 (date of incorporation) to 31 December 2014 was approximately HK$4,545,731. The unaudited gain (before tax) from the Disposal is expected to be approximately HK$13,370,000 and such gain has been determined by reference to the gross proceeds from the Disposal less the unaudited consolidated net asset value of the Target Company and the carrying amount of the Sale Loans as at 30 September The net proceeds from the Disposal will be utilised as funding for the Group s investments and its general working capital. Upon Completion, the Target Company will cease to be a subsidiary of the Company, and its assets and liabilities and its profits and losses will no longer be consolidated into the consolidated financial statements of the Company. 4

5 REASONS FOR AND BENEFITS OF THE DISPOSAL The Group is a real estate developer in the PRC specialising in the development and operation of urban mixed-use communities, and the development and sale of residential properties in the Pearl River Delta, the Yangtze River Delta, and the Central China, Beijing-Tianjin and Chengdu-Chongqing regions in the PRC. The Directors believe that the Disposal will enable the Group to improve the Group s cash position and to better align the Group s business strategy in the property development business sector. Accordingly, the Directors consider that the terms of the Share Transfer Agreement have been made on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES As all applicable percentage ratios as defined under Rule of the Listing Rules in respect of the Disposal are less than 5%, the Disposal does not constitute a notifiable transaction under Chapter 14 of the Listing Rules and is not subject to the reporting, announcement and shareholders approval requirements under the Listing Rules. This announcement is made by the Company on an inside information basis to advise the Shareholders and the public on the latest development of the Group. DEFINITIONS The following terms have the following meanings in this announcement, unless the context otherwise requires: Business Day Buyer Company Completion Completion Date Directors a day other than a Saturday, Sunday or public holiday in Hong Kong when banks in Hong Kong are open for business Pure Jade Investments Limited, a limited liability company incorporated under the laws of the British Virgin Islands Top Spring International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 03688) completion of the Disposal the date on which Completion takes place pursuant to the Share Transfer Agreement the directors of the Company 5

6 Disposal Group Hatbox Property HK$ Hong Kong Listing Rules Long Stop Date Middlewood Locks Property Nominee PRC Sale Loan No.1 Sale Loan No.2 Sale Loans Sale Share Seller Seller s Share of the CoT Fees the disposal of the Sale Share by the Seller to the Buyer and the assignment of the Sale Loans to the Buyer pursuant to the Share Transfer Agreement the Company and its subsidiaries the freehold property known as Milliner s Wharf, Manchester, which is beneficially owned by the UK Investment Group Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 31 December 2015 or such later date as may be agreed in writing by the Buyer and the Seller the freehold property known as Middlewood Locks, Salford, which is beneficially owned by the UK Investment Group Golden Key Investments Limited, a limited liability company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Buyer the People s Republic of China all loans owing by the Target Company to TSI HK, the outstanding amount of which is approximately HK$34,925 as at the date of this announcement all loans owing by the Target Company to the Company, including the outstanding amount of which is approximately 10,942,584 (equivalent to approximately HK$128,028,233) as at the date of this announcement collectively, Sale Loan No.1 and Sale Loan No.2 one issued share in the Target Company, comprising the entire issued share capital of the Target Company Top Spring International (BVI) Limited, a limited liability company incorporated under the laws of the British Virgin Islands and a direct wholly-owned subsidiary of the Company legal fees of not more than 40,000 payable in connection with the preparation of the certificates of title of the Hatbox Property and the Middlewood Locks Property, which shall be paid by the Seller and the Buyer in equal share 6

7 Share(s) ordinary share(s) of HK$0.1 each in the share capital of the Company Share Transfer Agreement the share transfer agreement dated 18 November 2015 entered into between the Buyer and the Seller in respect of the Disposal Shareholder(s) Stock Exchange Target Company TSI HK UK UK Investment UK Investment Group the shareholder(s) of the Company The Stock Exchange of Hong Kong Limited Top Spring International (UK) Limited, a limited liability company incorporated under the laws of Hong Kong and an indirect wholly-owned subsidiary of the Company Top Spring International (Hong Kong) Company Limited, an indirect wholly-owned subsidiary of the Company United Kingdom Fairbriar Real Estate Limited, a limited liability company established under the laws of the United Kingdom and is owned as to 25% by the Target Company as at the date of this announcement the UK Investment and its subsidiaries pounds, the lawful currency of the United Kingdom % per cent. Hong Kong, 18 November 2015 By order of the Board Top Spring International Holdings Limited Wong Chun Hong Chairman As at the date of this announcement, the executive Directors are Mr. WONG Chun Hong, Ms. LI Yan Jie, Mr. CHEN Feng Yang and Mr. WANG Tianye; the non-executive Directors are Mr. XU Lei, Mr. CHIANG Kok Sung Lawrence and Mr. LEE Sai Kai David; and the independent non-executive Directors are Mr. BROOKE Charles Nicholas, Mr. CHENG Yuk Wo, Professor WU Si Zong and Mr. LEUNG Kwong Choi. For the purposes of this announcement, conversions of into HK$ are based on the approximate exchange rate of 1 to HK$11.7 for the purposes of illustration only. No representation is made that any amount of HK$ or could have been or could be converted at the above rate or at any other rates. 7