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.
SHUN HO TECHNOLOGY HOLDINGS LIMITED SHUN HO RESOURCES HOLDINGS LIMITED(Incorporated in Hong Kong with limited liability) (Incorporated in Hong Kong with limited liability)
(Stock Code: 219) (Stock Code: 253)
DISCLOSEABLE TRANSACTION DISCLOSEABLE TRANSACTION DISPOSAL OF ASSET DISPOSAL OF ASSET
The Board is pleased to announce that on 10 January 2013, the Vendors, non-wholly owned subsidiaries of the Companies, entered into the Agreement with the Purchaser, pursuant to which the Vendors has agreed to sell and the Purchaser has agreed to purchase the Asset at a consideration of HK$63,000,000 subject to and upon the terms of the Agreement. A gain in an estimated sum of HK$41,680,000 is expected to accrue to the Group as a result of the Disposal.
As one or more of the applicable percentage ratios in respect of the Disposal is more than
5% but less than 25%, the Disposal constitutes a discloseable transaction for the Companies and accordingly, is subject to the announcement requirement but exempt from the Companies shareholders' approval requirement under Chapter 14 of the Listing Rules.
Date : 10 January 2013
Vendors : Magnificent Estates and
Claymont Services Limited who holds one Joes River Share on trust for
Magnificent Estates
Purchaser : Shun Hui Investments Limited
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To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are third parties independent of the Companies and its connected persons (as defined in the Listing Rules).
ASSETS TO BE DISPOSED
Pursuant to the Agreement, (i) the Magnificent Estates as the beneficial owner agreed to sell the Joes River Share to the Purchaser; and (ii) the Magnificent Estates agreed to sell its benefits and interests of the Sale Debt (i.e. the existing shareholder's loan payable by Joes River to Magnificent Estates which as at 31 December 2012 was approximately HK$35,870,000).
The major asset of Joes River is 100% shareholding in the Property.
The net book value of Joes River based on statement of financial position as at 31
December 2011 and 2012 were approximately negative HK$13,974,000 and negative HK$14,208,000 respectively. The net profit of Joes River before and after taxation for the years ended 31 December 2011 and 2012 were approximatelyHK$58,000 and HK$109,000 respectively. As at 31 December 2012, the shareholder's loan owed by Joes River to Magnificent Estates Limited was approximately HK$35,878,000.
Taking into account the net assets of HK$21,319,000 as at 31 December 2012 of Joes River, upon completion, a gain in the estimated sum of HK$41,681,000 before tax and expenses is expected to accrue to the Groups as a result of the Disposal.
The Property is located at ALL THAT piece or parcel of ground situate lying and being at So Kun Wat, TuenMun, New Territories, Hong Kong and registered in the Land Registry as THE REMAINING PORTION OF SECTION A OF LOT NO.665
IN DEMARCATION DISTRICT NO.379 (the "Lot") Together with the messuages erections and buildings erected thereon which registered in the Land Registry as House 1, House 2, House 3, House 4 and House 5 all of the Lot which is a premises for residential use of a total gross floor area of approximately 13,000 square feet. The
Property is currently being vacant possession.
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CONSIDERATION
The Consideration is HK$63,000,000 and payable in cash by the Purchaser to the Vendors or any other payment arrangements as agreed by both parties in the following manner:
(i) HK$9,450,000 has been paid by the Purchaser to the Vendors' solicitors as initial deposit ("Initial Deposit") and partial payment of the Consideration upon signing of the Agreement;
(ii) HK$3,150,000 shall be payable to the Vendors' solicitors as further deposit
("Further Deposit") and partial payment of the Consideration or before 5 April
2013; and
(iii) The remaining balance of HK$50,400,000 (the "Balance Consideration") shall be payable on or before 9 July 2013.
The Vendors' solicitors will release the Initial Deposit and Further Deposit to the
Vendors.
The Consideration was determined after arm's length negotiations between the Vendors and the Purchaser, taking into account the recent prevailing market conditions of the property market in Hong Kong.
In the event that the Purchaser shall fail to complete the purchase of the Asset in accordance with the terms and conditions of the Agreement, the Vendors have the right to forfeit 10% of the total Consideration without prejudice to the Vendors' other rights and remedies including specific performance. The Vendors shall also be entitled, at its sole discretion, to sell the Asset to anyone as it may think fit.
In the event that the Vendors shall fail to complete the sale of the Asset in accordance with the terms and condition of the Agreement, the Vendors shall refund 10% of the total Consideration to the Purchaser.
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COMPLETIONPursuant to the Agreement, Completion of the sale and purchase of the Asset shall take place on or before the Completion date.
INFORMATION ON JOES RIVER AND THE GROUPSThe principal business activity of Joes River is property trading. The Groups are principally engaged in investment and operation of hotels, property investment, property development, securities investment and trading, and treasury investment.
INFORMATION ON THE PURCHASERAs informed by the Purchaser, the principal business activity of the Purchaser is property investment.
REASONS FOR AND BENEFITS OF THE DISPOSAL
Having considered the revitalizing property market condition, the Directors consider that the Disposal is a good opportunity for the Groups to realise its long-term investment. The proceeds from the Disposal will enable the Groups to be used by the Groups for pursuing investment opportunities in property and business development.
The Directors (including independent non-executive Directors of the Companies) consider that the Agreement is entered into after arm's length negotiations and the terms therein are in accordance with the normal practice in the property market and the Disposal is fair and reasonable and in the interests of the Groups and their shareholders as a whole.
The Groups intend to use the net sale proceeds from the Disposal for pursuing investment opportunities in property and business development.
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LISTING RULES IMPLICATIONSAs one or more of the applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and accordingly, is subject to the announcement requirement but exempt from the Companies shareholders' approval requirement under Chapter 14 of the Listing Rules.
DEFINITIONSIn this announcement, the following expressions have the following meanings unless the context requires otherwise:
"Asset" | Joes River Share and Sales Debt |
"Board" | the board of Directors of the Companies |
"Companies" | Shun Ho Technology Holdings Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the main board of the Stock Exchange and Shun Ho Resources Holdings Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the main board of the Stock Exchange |
"Completion" | Completion of the Disposed in accordance with the terms of the agreement |
"Completion Date" | a date on or before 9 July 2013 |
"Consideration" | the consideration for the Disposal pursuant to the Agreement |
"Director(s)" | the director(s) of the Companies |
"Disposal" | the disposal of the Asset by the Vendors to the Purchaser subject and upon the terms and conditions of the Agreement |
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"Agreement" the agreement for sale and purchase to be entered into between the Vendors and the Purchaser on 10 January 2013
"Groups" Companies and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the
People's Republic of China
"Joes River" Joes River Limited, a company incorporated in Hong Kong is a non-wholly owned subsidiary of the company
"Joes River Share" the entire issued shares of Joes River Limited, including 2 ordinary shares at HK$1.00 each
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Magnificent Estates" Magnificent Estates Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the main board of the Stock Exchange
"Sales Debt" the existing shareholder's loan payable by Joes River to
Magnificent Estates Limited
"Property" | ALL THAT piece or parcel of ground situate lying and being at So Kun Wat, TuenMun, New Territories, Hong Kong and registered in the Land Registry as THE REMAINING PORTION OF SECTION A OF LOT NO.665 IN DEMARCATION DISTRICT NO.379 (the "Lot") Together with the messuages erections and buildings erected thereon which registered in the Land Registry as House 1, House 2, House 3, House 4 and House 5 all of the Lot |
"Purchaser" | Shun Hui Investments Limited |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
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"Vendors" Magnificent Estates Limited, a company incorporated in Hong Kong with limited liability whose shares are listed in the main board of the Stock Exchange and Claymont Service Limited, a company incorporated in the British Virgin Island
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" Per cent
By order of the board of directors By order of the board of directors
William Cheng Kai Man William Cheng Kai Man
Chairman Chairman
Hong Kong, 10 January 2013
As at the date hereof, the Board comprises six Directors, of which two are Executive Directors, namely Mr. William Cheng Kai Man and, Mr. Albert Hui Wing Ho; one is Non-executive Director, Madam Mabel Lui Fung Mei Yee; and three are Independent Non-executive Directors, namely Mr. Vincent Kwok Chi Sun, Mr. Chan Kim Fai and Mr. Hui Kin Hing.
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