Oct 6, 2015 - (Incorporated in the Cayman Islands with limited liability). (Stock Code: ..... day/days on which banks in
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. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8272)
DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF 100% EQUITY INTEREST IN POWER TOOL INVESTMENTS LIMITED INVOLVING ISSUE OF CONVERTIBLE BONDS UNDER GENERAL MANDATE AND RESUMPTION OF TRADING Reference is made to the announcement of the Company dated 30 September 2015 in relation to, among other things, the halt in the trading in the Shares on GEM pending the release of an announcement in relation to an inside information of the Company. On 29 September 2015 (after trading hours), the Vendor and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares and the Sale Loan at the Consideration of up to HK$24,000,000 (subject to adjustment), which will be satisfied by the issue of the Convertible Bonds. As the applicable ratios (as defined in the GEM Listing Rules) in respect of the Acquisition are more than 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules, and is only subject to the reporting and announcement requirements under the GEM Listing Rules.
–1–
At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 30 September 2015 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 7 October 2015.
INTRODUCTION Reference is made to the announcement of the Company dated 30 September 2015 in relation to, among other things, the halt in the trading in the Shares on GEM pending the release of an announcement in relation to an inside information of the Company. The Board is pleased to announce that on 29 September 2015 (after trading hours), the Vendor and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares and Sale Loan at the Consideration of up to HK$24,000,000 (subject to adjustment), which will be satisfied by the issue of the Convertible Bonds. THE SALE AND PURCHASE AGREEMENT Date:
29 September 2015 (after trading hours)
Parties: (1)
Success Century Investments Limited, a company incorporated in the British Virgin Islands with limited liability, as the Vendor; and
(2)
Golden Eva Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company, as the Purchaser.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor and its beneficial owner are third parties independent of and not connected with the Company and its connected persons (as defined in the GEM Listing Rules). ASSETS TO BE ACQUIRED Pursuant to the Sale and Purchase Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares, representing 100% of the entire issued share capital of the Target Company, and the Sale Loan. As at the date of the Sale and Purchase Agreement, the Sale Loan amounted to approximately HK$23,885,616. –2–
CONSIDERATION The aggregate Consideration shall be in the sum of HK$24,000,000 (subject to adjustment), which shall comprise (i) the purchase price for the Sale Loan in the amount of HK$1 and (ii) the purchase price for the Sale Shares in the amount of HK$23,999,999. The Consideration shall be payable and settled by the Purchaser by way of procuring the Company to issue: (i)
the Tranche A Convertible Bond in the principal sum of HK$18,000,000; and
(ii)
the Tranche B Convertible Bond in the principal sum of HK$6,000,000 (subject to adjustment).
The Vendor shall not transfer, assign, create any encumbrance on or otherwise deal with the Tranche B Convertible Bond or exercise any conversion right thereunder on or prior to: (a)
31 March 2017; or
(b)
the date of confirmation that there shall be no adjustment to the Consideration in accordance with the Sale and Purchase Agreement; or
(c)
the date when the New Tranche B Convertible Bond is issued by the Company in accordance with the Sale and Purchase Agreement, whichever is the earliest.
The Consideration Adjustment In the event the 2016 PAT is less than HK$6,000,000 and no Relevant Acquisition has been completed during the Relevant Period, the Consideration shall be adjusted by deducting the sum equivalent to the difference between HK$6,000,000 and the amount representing the 2016 PAT (the “Reduced Amount”) subject to a maximum deduction of the sum of HK$6,000,000. The Vendor shall be responsible to settle the Reduced Amount by delivering, within 5 Business Days after the certificate of the amount of the 2016 PAT is delivered to the Vendor, the certificate of the Tranche B Convertible Bond and the Tranche B Convertible Bond Instrument to the Purchaser for cancellation by the Company. The Purchaser shall, within 5 Business Days after receipt of the certificate of the Tranche B Convertible Bond and the Tranche B Convertible Bond Instrument, procure the issue by the Company the certificate of the New Tranche B Convertible Bond and the New Tranche B –3–
Convertible Bond Instrument (the principal amount of the New Tranche B Convertible Bond to be issued to the Vendor being equivalent to HK$6,000,000 less the Reduced Amount) with the Conversion Price of HK$0.32 (subject to such adjustment pursuant to the convertible bond instrument) per Conversion Share (the “New Tranche B Convertible Bond”) to the Vendor. Apart from the principal amount adjusted by the Reduced Amount, all other terms and conditions of the New Tranche B Convertible Bond remain the same as the Tranche B Convertible Bond. There shall be no adjustment to the Consideration in the event (i) the 2016 PAT is equal to or more than HK$6,000,000, or (ii) any person(s) has completed a Relevant Acquisition during Relevant Period. The Consideration was agreed between the Purchaser and the Vendor after arm’s length negotiations and was determined with reference to (i) the net asset value of the Target Group of approximately HK$71,770,934 (excluding the Sale Loan) as at 31 August 2015; and (ii) the potential in the future business development of the Target Company. The Directors consider that the Consideration is fair and reasonable taking into account the above factors. The Directors are of the view that the issue of the Convertible Bonds as the payment of the Consideration will allow the Group to avoid immediate cash outlay and impact on the financial position of the Group (subject to audit). CONDITIONS PRECEDENT Completion of the Sale and Purchase Agreement shall be subject to the following conditions: (a)
(if required) all necessary consents, approvals and authorisations (if any) in relation to the Acquisition having been obtained by the Purchaser (collectively, the “Necessary Approvals”), and such Necessary Approvals shall be valid and effective and not threatened with any withdrawal, revocation or cancellation at all time prior to Completion;
(b)
the listing committee of the Stock Exchange having approved the listing of and having granted permission to deal in the Conversion Shares;
(c)
the Vendor is, and shall remain at all times up to Completion, the sole legal and beneficial owner of the Sale Shares and the Sale Loan free from any encumbrance whatsoever;
(d)
the Shareholding Structure shall be kept intact; –4–
(e)
the Purchaser having completed the due diligence investigations on the legal, financial, business and other aspects and affairs of the Target Company, Magic Circle and all the members of the Finest Corporate Group (the “DD Review”), and the results of the DD Review are reasonably satisfactory to the Purchaser;
(f)
the Vendor’s warranties being true and accurate in all material respects and remaining so up to the time immediately prior to Completion; and
(g)
the forms of the certificate of the Tranche A Convertible Bond, the Tranche A Convertible Bond Instrument, the certificate of the Tranche B Convertible Bond, the Tranche B Convertible Bond Instrument, the certificate of the New Tranche B Convertible Bond and the New tranche B Convertible Bond Instrument having been agreed between the Parties.
The Vendor shall use its reasonable endeavours to procure the fulfillment of the conditions precedent as set out above and pursuant to the Sale and Purchase Agreement as soon as practicable after the signing of the Sale and Purchase Agreement and in any event before 31 October 2015 (or such later date as the Vendor and the Purchaser may agree in writing) (the “Long Stop Date”) (which shall be fulfilled at or remain fulfilled up to Completion). Pursuant to the Sale and Purchase Agreement, the Purchaser may waive in writing the conditions (c) to (f) at its sole and absolute discretion. Apart from the abovementioned, none of the conditions above can be waived. If any condition set out in the Sale and Purchase Agreement shall not have been fulfilled (save and except such conditions having been waived by the Purchaser by the Long Stop Date, the Sale and Purchase Agreement shall automatically lapse and become null and void and of no further effect except for certain clauses which shall remain in force, and none of the Parties shall have any claim of any nature or liabilities hereunder whatsoever against the other party save for any antecedent breaches of the terms hereof in accordance with the Sale and Purchase Agreement. COMPLETION Completion shall take place on the Completion Date after satisfaction and/or fulfillment, and as the case may be, waiver of the abovementioned conditions (or at such other time or venue as shall be mutually agreed in writing by the Parties).
–5–
The Purchaser shall, upon Completion, have the right to nominate such number of directors to the board of the Target Company and to the board of the respective subsidiaries to ensure that the Purchaser shall have a majority in the board of the Target Company and in the board of the respective subsidiaries. Subject to audit and the involvement of the business development by the Group to the Target Group, upon Completion, the Target Company may become a subsidiary of the Company. INFORMATION ON THE CONVERTIBLE BONDS Set out below are the principal terms of the Convertible Bonds: Tranche A Convertible Bond
Tranche B Convertible Bond
Principal Amount
HK$18,000,000
HK$6,000,000
Conversion Shares
Assuming the Tranche A Convertible Bond in the principal amount of HK$18,000,000 are converted at the Conversion Price of HK$0.32 per Conversion Share, 56,250,000 new Shares will be allotted and issued, representing (a) approximately 10.65% of the existing issued share capital of the Company as at the date of this announcement; and (b) approximately 9.62% of the issued share capital of the Company as enlarged by the corresponding conversion Shares.
Assuming the Tranche B Convertible Bond in the principal amount of HK$6,000,000 are converted at the Conversion Price of HK$0.32 per Conversion Share, 18,750,000 new Shares will be allotted and issued, representing (a) approximately 3.55% of the existing issued share capital of the Company as at the date of this announcement; and (b) approximately 3.43% of the issued share capital of the Company as enlarged by the corresponding conversion Shares.
–6–
Save as mentioned above, the following terms apply to both Tranche A Convertible Bond and Tranche B Convertible Bond: Issuer:
the Company
Conversion Price:
The Convertible Bonds are convertible at the Conversion Price of HK$0.32 per Conversion Share. The Conversion Price of HK$0.32 per Conversion Share represents: (i)
a premium of approximately 3.23% to the closing price of HK$0.31 per Share as quoted on the Stock Exchange on the date of the Sale and Purchase Agreement; and
(ii)
a discount of approximately 6.16% to the average closing price of HK$0.341 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Sale and Purchase Agreement.
The Conversion Price was arrived at after arm’s length negotiations among the Company and the Vendor with reference to, among other things, the prevailing market performance of the Shares and the future prospect of the Company. The Directors consider that the terms of the Convertible Bonds are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Anti-dilution adjustments:
The Conversion Price shall from time to time be adjusted upon the occurrence of certain events including, but not limited to, the followings: (i)
consolidation and subdivision;
(ii)
capitalisation of profits or reserves; and
(iii) capital distribution.
–7–
Conversion Shares:
Assuming the Convertible Bonds in the principal amount of HK$24,000,000 are fully converted at the initial Conversion Price of HK$0.32 per Conversion Share, 75,000,000 new Shares will be allotted and issued by the Company under the General Mandate. A maximum of 75,000,000 Conversion Shares represent (i) approximately 14.19% of the existing issued share capital of the Company as at the date of this announcement and (ii) approximately 12.43% of the existing issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares.
Maturity Dates:
2 years from the Completion Date.
Interest rate:
The Convertible Bonds shall not bear any interest.
Conversion Rights:
Each Bondholders shall have the right, exercisable during the conversion period of the Convertible Bonds in the manner provided in the bond instruments of the Convertible Bonds, to convert the whole or any part (in multiples of HK$1,250,000) of the outstanding principal amount of the Convertible Bonds. No fraction of a Share shall be issued on conversion and in lieu thereof the Company shall pay a cash amount in HK$ equal to such amount of the Convertible Bonds that is not converted.
–8–
Limitations on conversion of the Convertible Bonds:
The Company shall not allow conversion of any portion of the outstanding principal amount of the Convertible Bonds if such conversion will trigger a mandatory offer obligation under Rule 26 of the Takeovers Code on the part of the Bondholder who exercised the Conversion Rights, whether or not such mandatory offer obligation is triggered by the fact that the number of Shares to be allotted and issued upon the exercise of the Conversion Rights (if applicable, including any Shares acquired by the parties acting in concert with the Bondholders) represents 30% or more (or such other percentage as stated in Rule 26 of the Takeovers Code in effect from time to time) of the then issued ordinary share capital of the Company. If the issue of the Conversion Shares would result in the Company failing to meet its obligation under the GEM Listing Rules to maintain the minimum prescribed percentage of the Shares that must at all times remain in public hands, then such Conversion Right shall be deemed not to have been exercised.
Redemption:
Redemption of the Convertible Bonds at maturity. All Convertible Bonds which have not been redeemed or converted by the Maturity Date, shall, at the absolute discretion of the Company (and regardless of whether or not the Bondholders concerned have requested for conversion of any or all such Bonds into the Shares), either redeemed by the Company on the Maturity Date at a redemption amount equal to 100% of the principal amount of such Convertible Bonds, or be converted into the Share.
–9–
Redemption on default If any of the events of default specified in the bond instrument of the Convertible Bonds the Company shall forthwith give notice thereof to the Bondholders and each Bondholder may (without prejudice to any other rights and remedies available to the Bondholders), at its option, opt to convert their Bonds in its entirety or, alternatively, give a Redemption Notice to the Company in respect of part or all of the Convertible Bonds held by it, whereupon such Convertible Bonds shall become immediately due and payable at a redemption amount equal to 100% of the principal amount of such Convertible Bonds. For any avoidance of doubt, there shall not be any Redemption by any Bondholders prior to the Maturity Date unless an event of default occurs. Convertible Bond Conversion Period:
the period commencing from the initial date of issue of the Convertible Bonds and ending on the date which falls on the fifth (5th) Business Day before Maturity Date, both dates inclusive.
Ranking:
Conversion Shares issued upon exercise of Conversion Rights shall rank pari passu in all respects with all other existing Shares outstanding at the date of Conversion.
Transferability:
The Convertible Bonds are freely transferable. For Tranche B Convertible Bonds, it is not transferable until (a) 31 March 2017; or (b) the date of confirmation that there shall be no adjustment to the Consideration in accordance with the Sale and Purchase Agreement; or (c) the date when the New Tranche B Convertible Bond is issued by the Company in accordance with the Sale and Purchase Agreement, whichever is the earliest.
Application for listing:
No application will be made by Company to the Stock Exchange for listing of the Convertible Bonds. Application will be made by the Company to the listing committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.
– 10 –
INFORMATION OF THE VENDOR The Vendor is a company incorporated in the British Virgin Islands with limited liability. As at the date of this announcement, the Vendor owns 100% interest in the Target Company. The Vendor is wholly-owned by Mr. Wong Ching Ping, Alex (“Mr. Wong”). Mr. Wong graduated from the University of Toronto, Canada, with a master’s degree in business administration. Mr. Wong has extensive experience in the financial services sector and in the management of listed companies in Hong Kong. Mr. Wong and his family (the “Wong’s Family”) have been investing in the food and beverage industry in PRC since 1990s. The Wong’s Family has accumulated extensive experience in the marketing, sales and distribution of food beverage products in PRC and maintained a good relationship with relevant operators. INFORMATION OF THE TARGET GROUP As at the date of this announcement, the Target Company holds approximately 53.56% interest in Magic Circle, which holds 74.47% of Finest Corporation. The Target Company and its subsidiaries are engaged in the business of production and distribution of drinking water products as at the date of this announcement. The primary product of the Finest Corporate Group is KRYSTAL®, a high quality natural alkaline water sourced from the pristine Lesser Khingan Mountains in Heilongjiang, PRC. KRYSTAL® is positioned as a luxury and healthy bottled water targeting the fine water market in the PRC, Hong Kong, Macau, and overseas. The target on-premise client base includes clubs, restaurants, hotels, golf courses and airlines. As provided by the Vendor, the capacity of the water source thereof is 100,000 tonnes per year, and the two production lines are equipped for an annual production of 42,600 tonnes. During 2012 to 2014, KRYSTAL® was awarded certificates from SGS (an international recognised laboratory), ISO22000 and HACCP for quality accreditation. In 2005, KRYSTAL® has commenced its full production and official launch while the pre-launch for marketing testing has already started in fourth quarter in 2014 in Hong Kong.
– 11 –
SHAREHOLDING STRUCTURE OF THE TARGET GROUP (i)
Immediately prior to completion of the Acquisition
Vendor 100% Independent third party
Target Company 53.56%
46.44% Magic Circle 74.47% Finest Corporate 100% Shanghai Elite Investments Limited 100%
84%
Zun Holdings Limited
100% Zun (Macau) Limited
100% Zun Hong Kong Limited
100% Zun 28 Limited
HLJ W.A.T.E.R. Co. Limited
100% Zun (China) Limited
100% Zun International Limited
100% Zunshi (Shanghai) Foods Co. Limited
– 12 –
100% Krystal Holdings Limited
100% Zun Global Limited
(ii)
Immediately upon completion of the Acquisition
Purchaser 100% Independent third party
Target Company 53.56%
46.44% Magic Circle 74.47% Finest Corporate 100% Shanghai Elite Investments Limited 100%
84%
Zun Holdings Limited
100% Zun (Macau) Limited
100% Zun Hong Kong Limited
100% Zun 28 Limited
HLJ W.A.T.E.R. Co. Limited
100% Zun (China) Limited
100% Zun International Limited
100% Zunshi (Shanghai) Foods Co. Limited
– 13 –
100% Krystal Holdings Limited
100% Zun Global Limited
FINANCIAL INFORMATION OF THE TARGET GORUP Set out below are the consolidated financial information of the Target Company based on its latest management accounts: For the eight months ended 31 August 2015 HK$ Turnover Net loss before taxation Net loss after taxation Net asset
2,204,371 92,559,954 92,559,954 47,855,318
REASONS FOR AND BENEFITS OF THE ACQUISITION The Company is an investment holding company. The Group is principally engaged in catering business, food manufacturing and securities investments. The Directors consider that the Acquisition could provide an additional revenue stream to the Group by providing the high quality natural alkaline water, KRYSTAL®. The Directors were also of the view that the provision of the product KRYSTAL® could enhance the Group’s brand image by creating the synergy and opportunities for the Group to further expand and develop of its high-end food and beverage industry. The Directors consider that the Sale and Purchase Agreement was entered into under normal commercial terms following arm’s length negotiations between the Group and the Vendor, and the Acquisition is fair and reasonable, and in the interest of the Company and Shareholders as whole.
– 14 –
EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY Set out below is the shareholding structure of the Company (i) as at the date of this announcement; and (ii) upon full conversion of the Tranche A Convertible Bond and the Tranche B Convertible Bond of the maximum aggregate principal amount of HK$24,000,000 at the Conversion Price of HK$0.32 per Conversion Share:
(i) As at the date of this announcement Approximately % of the Shares No. of Shares in issue Upper Run Investments Limited (“Upper Run”) (Note 1) Quantum China Asset Management Limited Vendor Other public Shareholders Total
(ii) Upon full conversion of the Tranche A Convertible Bond and the Tranche B Convertible Bond of the maximum aggregate principal amount of HK$24,000,000 at the Conversion Price of HK$0.32 per Conversion Share Approximately % of the Shares No. of Shares in issue
101,909,990
19.29%
101,909,990
16.89%
68,620,000 – 357,830,010
12.99% 0.00% 67.72%
68,620,000 75,000,000 357,830,010
11.37% 12.43% 59.31%
528,360,000
100%
603,360,000
100%
Note: 1.
These Shares were beneficially owned by Upper Run, a company incorporated in the British Virgin Islands, whose entire issued share capital is wholly and beneficially owned by Ms. Winky Chan. By virtue of the SFO, Ms. Winky Chan is deemed to be interested in the Shares held by Upper Run. Kingston Finance Limited (“Kingston”) had a security interest in 1,010,000,000 Shares owned by Upper Run as at 31 January 2013, which related to the same block of the Shares held by Upper Run abovementioned. Based on disclosure of interest filed by Kingston on 6 February 2013, Kingston has no interests in the Company.
GEM LISTING RULES IMPLICATION As the applicable ratios (as defined in the GEM Listing Rules) in respect of the Acquisition are more than 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules, and is only subject to the reporting and announcement requirements under the GEM Listing Rules. – 15 –
RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 30 September 2015 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 7 October 2015. DEFINITIONS In this announcement, unless the context otherwise requires, capitalized terms used shall have the following meanings: “Acquisition”
the proposed acquisition of the Sale Shares and Sale Loan by the Purchaser from the Vendor subject to and upon the terms and conditions of the Sale and Purchase Agreement
“AGM”
The annual general meeting of the Company dated 29 June 2015
“Board”
board of Directors
“Bondholders”
holders of the Convertible Bonds
“Business Day(s)”
day/days on which banks in Hong Kong are open for normal banking business (excluding Saturdays, Sundays, public holidays and any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong)
“Company”
Chinese Food and Beverage Group Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM
“Completion”
completion of the Acquisition which shall take place on the Completion Date
– 16 –
“Completion Date”
the fifth (5th) Business Day after satisfaction and/or fulfilment (or waiver, as the case may be) of all the conditions precedent (or such other date as may be agreed by the Vendor and the Purchaser in writing) on which Completion shall takes place
“Consideration”
total consideration in the sum up to HK$24,000,000 for the Acquisition payable by the Purchaser to the Vendor pursuant to the Sale and Purchase Agreement
“Conversion Price”
the initial conversion price of HK$0.32 per Conversion Share of the Convertible Bonds
“Conversion Share(s)”
the new Share(s), credited as fully paid, to be issued and allotted by the Company free from encumbrances upon the exercise of the conversion rights under the Convertible Bonds
“Convertible Bonds”
the Tranche A Convertible Bond and the Tranche B Convertible Bond
“Director(s)”
the director(s) of the Company
“Finest Corporate”
Finest Corporate Limited, a company incorporated in the British Virgin Islands with limited liability, and is owned directly as to approximately 74.47% by Magic Circle and indirectly owned as to approximately 39.89% by the Target Company as at the date of this announcement
“Finest Corporate Group”
Finest Corporate and its subsidiaries, including the Shanghai Elite Group
“GEM”
the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”
the Rules Governing the Listing of Securities on the GEM
– 17 –
“General Mandate”
the mandate granted to the Directors by the Shareholders at the AGM, to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of the AGM
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Magic Circle”
Magic Circle Investments Limited, a company incorporated in the British Virgin Islands with limited liability, and is owned as to 53.56% by the Target Company as at the date of this announcement
“New Tranche B Convertible Bond”
the convertible bond to be issued by the Company upon cancellation of the Tranche B Convertible Bond
“New Tranche B Convertible Bond Instrument”
the bond instrument of the New Tranche B Convertible Bond
“Parties”
parties to the Sale and Purchase Agreement
“PRC”
the People’s Republic of China
“Post Completion Accounts”
the audited consolidated financial statements of Finest Corporate (inclusive of that the Shanghai Elite Group) for the financial year commencing from 1 January 2016 up to and including 31 December 2016, which shall be prepared by an auditor appointed by the Purchaser in conformity with accounting principles generally accepted in Hong Kong and consistently applied, and which shall be found to be satisfactory to the Vendor and the Purchaser
“Purchaser”
Golden Eva Limited, a wholly-owned subsidiary of the Company as at the date of this announcement
– 18 –
“Relevant Acquisition”
any acquisition or acquisitions by any person(s) of shares or shareholding interests directly or indirectly in the Target Company and/or Magic Circle and/or Finest Corporate and (i) the aggregate consideration of such acquisition(s) exceeds an amount equivalent to the Consideration; and (ii) completion of such acquisition(s) would result in such person(s) holding in aggregate effectively less than 39.8861% of all the issued shares in Finest Corporate immediately following completion of the last of such acquisition(s)
“Relevant Period”
the period commencing from the Completion Date and ending on the date of delivery of the Post Completion Accounts to the Vendor
“Sale and Purchase Agreement”
the sale and purchase agreement dated 29 September 2015 entered into among the Purchaser and the Vendor in relation to the Acquisition
“Sale Loan”
the aggregate of all the outstanding indebtedness owing by the Target Company to the Vendor as at Completion, the benefit of which shall be assigned in entirely by the Vendor to the Purchaser upon Completion
“Sale Shares”
the 100 shares of the Target Company representing all the shares issued by the Target Company as at the date of the Sale and Purchase Agreement and at Completion
“Share(s)”
ordinary share(s) of the Company
“Shareholder(s)”
holder(s) of the Shares
“Shareholding Structure”
the shareholding structure involving the issued share capital of or equity interest in Magic Circle, Finest Corporate and the Finest Corporate Group
– 19 –
“Stock Exchange”
the Stock Exchange of Hong Kong Limited
“Target Company”
Power Tool Investments Limited, a company incorporated in the British Virgin Islands with limited liability, and is wholly owned by the Vendor as at the date of this announcement
“Target Group”
the Target Company and its subsidiaries
“Tranche A Convertible Bond”
a zero coupon convertible bond in the principal sum of HK$18,000,000 to be issued to the Vendor, repayable in 2 years from the Completion Date, with the conversion price being HK$0.32 per Conversion Share (subject to adjustment), to be issued by the Company as part payment of the Consideration
“Tranche A Convertible Bond Instrument”
the bond instrument of the Tranche A Convertible Bond
“Tranche B Convertible Bond”
a zero coupon convertible bond in the principal sum of HK$6,000,000, subject to adjustments in accordance with bond instrument of the Tranche B Convertible Bond, to be issued to the Vendor, repayable in 2 years from the Completion Date, with the conversion price being HK$0.32 per Conversion Share (subject to adjustment), to be issued by the Company as part payment of the Consideration
“Tranche B Convertible Bond Instrument”
the bond instrument of the Tranche B Convertible Bond
“Vendor”
Success Century Investments Limited, a company incorporated in the British Virgin Islands, being the beneficial owner of 100% of the Target Company as at the date of this announcement
– 20 –
“2016 PAT”
the audited consolidated net profit after tax of the Finest Corporate for the financial year ending 31 December 2016
“%”
per cent By Order of the Board CHINESE FOOD AND BEVERAGE GROUP LIMITED Yau Sau Lai Executive Director
Hong Kong, 6 October 2015 As at the date of this announcement, Ms. Yu Sau Lai, Mr. Lam Raymond Shiu Cheung, Mr. Hu Dongguang and Mr. Mok Tsan San are executive Directors; Mr. So David Tat Man is a nonexecutive Director; and Mr. Matthew Pau, Mr. Yeung Wai Hung, Peter and Mr. Chu Yu Man, Philip (Mr. Leung Ho Lun Harold as his alternate) are independent non-executive Directors. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and that there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the “Latest Company Announcement” page of the GEM website at www.hkgem.com for at least 7 days and the Company website at www.cfbgroup.com.hk from the date of its publication.
– 21 –
