By 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 the Cayman Islands and continued in Bermuda with limited liabilities)
(Stock Code: 8082) VOLUNTARY ANNOUNCEMENT UNDERTAKING IN RELATION TO ERA INVESTMENT (HOLDING) INC.
This is a voluntary announcement made by Sage International Group Limited (the "Company").
Reference is made to the Company's announcement dated 5 September 2010 and the circular (the "Circular") of the Company dated 28 September 2010 in relation to, among other things, the discloseable transaction on the part of the Company in relation to the proposed acquisition of the Sale Shares, representing 50% of the entire issued share capital of Era Investment (Holding) Inc. (the "Target") and the Sale Loan for the consideration of HK$107,650,000. Unless otherwise specified, terms used herein shall have the same meanings as defined in the Circular.
The Board wishes to announce that on 16 January 2013, after trading hours, the Vendor has given an unconditional irrevocable undertaking (the "Undertaking") in favour of the Purchaser pursuant to which the Vendor will vest to the Purchaser all of the voting rights enjoyed by the Vendor in respect of its 50% equity interests in the shares in the Target from time to time. Further, in case of any future shareholders' meeting of the Target to be convened and held, the Vendor will vote and exercise all of its voting rights in such manner as directed by the Purchaser from time to time except for certain provisions as set out in the shareholders' agreement entered into between the Purchaser and the Vendor in relation to the operation and management of the Target on 26 October
2010. The Undertaking shall be valid for a term of three years and subject to further review the terms of the Undertaking therein upon renewal.
Upon execution of the Undertaking by the Vendor, the Target will be controlled by the Group and will be considered as an indirect non-wholly owned subsidiary of the Company.
To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the purpose of the Vendor giving the Undertaking is to ensure the Target will have a professional management advice, funding resources and corporate strategy planning in its future development and expansion. Such advice and resources are only available from the Company. The Vendor considers that by giving the Undertaking, the Company may invest further resources such as providing professional expertise, industry know-how and financial support to the Target
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and these are beneficial for the future development of the Target. Further, it will shorten the time for the Target in future capital expansion and overseas business development by leveraging the resources and expertise of the Company. As at the date of this announcement, there is no committed obligation on the part of the Company to put further resources into the Target.
The Directors consider that after the execution of the Undertaking, the Company can obtain full control of the Target. As such, it can execute the business plan of the Target together with the future development of the Group as a whole in a more efficient and consistent manner. The Directors are of the view that the terms of the Undertaking are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
Pursuant to Hong Kong Financial Reporting Standard ("HKFRS") 10, the Group will consolidate
100% of the Target's turnover, results and assets and liabilities (the "Financial Result") to the Group and 50% of the Financial Result of the Target will be presented as the non-controlling interests in the Group's consolidated financial statements. The net impact of the equity of the Target attributable to the Group's consolidated financial statements will remain the same upon the execution of the Undertaking.
By Order of the Board
Chairman and executive Director
Hong Kong, 16 January 2013
As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Chui Bing Sun (Chairman) and Mr. Kwok Kwan Hung, and three independent non-executive Directors, namely, Mr. Chan Wai Man, Mr. Law Yee Man, Thomas and Mr. Siu Hi Lam, Alick.
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 there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the GEM Website on the "Latest Company Announcement" page for at least 7 days from the day of its posting and on the website of the Company at www.sig.hk.
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