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GREATERCHINA PROFESSIONAL SERVICES LIMITED
漢 華 專 業 服 務 有 限 公 司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8193)
DISCLOSEABLE TRANSACTION
DISPOSAL OF 19.9% OF THE ISSUED SHARE CAPITAL IN GREATER CHINA APPRAISAL LIMITED
THE DISPOSAL
The Board is pleased to announce that on 20 January 2016 (after trading hours), the Purchaser, the Vendor, a wholly-owned subsidiary of the Company, and the Warrantor entered into the Sale and Purchase Agreement, pursuant to which the Purchaser has agreed to acquire and the Vendor has agreed to sell the Sale Shares. The Consideration for the sale and purchase of the Sale Shares is HK$25,000,000.
Completion took place simultaneously upon signing of the Sale and Purchase Agreement.
IMPLICATIONS UNDER THE GEM LISTING RULES
As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) for the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the notification and announcement requirements under the GEM Listing Rules.
THE DISPOSAL
The Board is pleased to announce that on 20 January 2016 (after trading hours), the Purchaser, the Vendor, a wholly-owned subsidiary of the Company, and the Warrantor entered into the Sale and Purchase Agreement, pursuant to which the Purchaser has agreed to acquire and the Vendor has agreed to sell the Sale Shares.
* For identification purpose only
The major terms of the Sale and Purchase Agreement are set out below:
The Sale and Purchase Agreement Date: 20 January 2016 Parties:
(1) | Purchaser: | Charming Global Group Limited, an Independent Third Party; |
(2) | Vendor: | New Valiant Limited, a wholly-owned subsidiary of the Company; and |
(3) | Warrantor: | the Company |
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Purchaser is a wholly-owned subsidiary of Roma Group (stock code: 8072), and each of the Purchaser, its ultimate beneficial owners, and their respective associates, is an Independent Third Party.
Assets to be disposed of
Pursuant to the Sale and Purchase Agreement, the Purchaser has agreed to acquire and the Vendor has agreed to dispose of the Sale Shares, representing 19.9% of the issued share capital in the Target Company.
Consideration
The Consideration for the sale and purchase of the Sale Shares is HK$25,000,000 in cash, which was paid by the Purchaser to the Vendor upon Completion by a cheque drawn against a licensed bank in Hong Kong.
Basis of determining the Consideration
The Consideration was determined through arm's length negotiations between the Purchaser and the Vendor and on a commercial basis with reference to (i) the price-to-earnings ratio of some companies whose principal activity is similar to that of the Target Company; and (ii) the historical performance of the Target Company.
In view of the above, the Directors consider that the Sale and Purchase Agreement is on normal commercial terms and the Consideration for the Disposal is fair and reasonable, and the entering into of the Sale and Purchase Agreement is in the interests of the Company and the Shareholders as a whole.
Completion
Completion took place simultaneously upon signing of the Sale and Purchase Agreement. Upon Completion, the Target Company shall be an indirect non wholly-owned subsidiary of the Company.
Purchaser undertakings
Pursuant to the Sale and Purchase Agreement, the Purchaser undertakes that:
notwithstanding any provision in the articles of associations of the Target Company or the relevant laws in Hong Kong, the Purchaser shall not be entitled to nominate or appoint any director to the board of directors of the Target Company for its being the holder of the Sale Shares; and
for so long as the Purchaser remains as the holder of only 19.9% of the issued share capital of the Target Company and the Vendor remains as a shareholder of the Target Company, the Purchaser shall not directly or indirectly interfere the operation and management of the Target Company.
Right of First Refusal
Pursuant to the Sale and Purchase Agreement, in the event that the Vendor proposes to sell, dispose of the whole or any part of the remaining 80.1% of the issued share capital in the Target Company, the Purchaser shall have a right of first refusal (the ''Right of First Refusal'') to such shares for so long as it remains as the holder of the Sale Shares.
In the event that Purchaser exercises the Right of First Refusal, the Purchaser and the Vendor shall enter into a formal sale and purchase agreement. If the transaction contemplated under such formal sale and purchase agreement constitutes a notifiable transaction under Chapter 19 of the GEM Listing Rules, the Company will comply with all relevant requirements under the GEM Listing Rules.
Non-competition undertaking
Simultaneously upon signing of the Sale and Purchase Agreement, the Covenantors entered into a deed of non-competition, pursuant to which each of the Covenantors irrevocably and unconditionally undertakes to and covenants with the other Covenantors (for itself and for the benefit of the members of their respective groups of companies) that during the period which Roma Group and the Company are indirect shareholders of the Target Company:
each member of the Roma Group Companies shall not, and shall procure each of its close associates not to, whether on its own account or in conjunction with or on behalf of any person, firm or company and whether directly or indirectly, whether for profit or not, solicit the existing or then existing clients, and employees of the Target Company away from the Group; and
each member of the Group shall not, and shall procure each of its close associates not to, whether on its own account or in conjunction with or on behalf of any person, firm or company and whether directly or indirectly, whether for profit or not, solicit the existing or then existing clients, and employees of Roma Appraisals Limited away from the Roma Group Companies.
Each of the Covenantors further undertakes to and covenants with the other Covenantors that:
if any member of the Roma Group Companies or the Group (as the case may be) and/or any of its close associates is offered or becomes aware of any project or new business opportunity that relates to the Restricted Business (''New Business Opportunity''), whether directly or indirectly, the New Business Opportunity shall be taken up by the relevant party and/or any of its close associates on a first-come-first-serve basis; and
should any conflict arose pursuant to sub-clause (a) above, the Covenantors shall conduct further negotiations in good faith to resolve as to whom the New Business Opportunity should be taken up by.
INFORMATION ON THE TARGET COMPANY
The Target Company was a company incorporated in Hong Kong with limited liability, and is principally engaged in the provision of assets appraisal services.
Set out below is a summary of the financial information of the Target Company as extracted from its audited financial statements for the two financial years ended 31 March 2014 and 2015 and its unaudited management accounts for the six months ended 30 September 2015:
For the year ended
31 March 2014
For the year ended
31 March 2015
For the six months ended 30 September
2015
HK$'000 HK$'000 HK$'000
Revenue 40,461 36,467 14,998
Net profit (loss) before taxation 8,285 6,212 (473)
Net profit (loss) after taxation 6,918 5,229 (473)
The unaudited net assets value of the Target Company as at 30 September 2015 was approximately HK$18,256,000.
INFORMATION OF THE PURCHASER
The Purchaser is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holding. The Purchaser is a wholly-owned subsidiary of Roma Group, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on GEM (stock code: 8072). The Roma Group Companies are principally engaged in the provision of valuation and advisory services and financing services in Hong Kong.
Save for the Disposal and the transactions contemplated thereunder, the Purchaser and its ultimate beneficial owners, are Independent Third Parties.
Greaterchina Professional Services Limited issued this content on 2016-01-20 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-20 14:48:11 UTC
Original Document: http://www.gca.com.hk/var/files/ann/EW08193_20160120.pdf
