APPLIED DEVELOPMENT HOLDINGS LIMITED 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 Bermuda with limited liability) (Stock Code: 519)
Reference is made to the announcement issued by Applied Development Holdings Limited (the "Company") on 26 January 2016 in relation to the unusual price and trading volume movement of the shares of the Company (the "Announcement") and the announcement issued by the Company on 27 January 2016 informing the market that trading in the shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") would be halted with effect from 9:00 a.m. on 27 January 2016 pending the release of an announcement in relation to a positive profit alert announcement which contains potential inside information of the Company. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless otherwise stated.
The Board is pleased to announce that on 27 January 2016, Applied Investment (Asia) Limited and Applied International Holdings Limited (each a wholly owned subsidiary of the Company) as vendors (the "Vendors"), Horoy Qianhai International Holdings Limited as purchaser (the "Purchaser"), Severn Villa Limited (an indirect wholly owned subsidiary of the Company which owns certain real estate properties) (the "Target") and the Company as guarantor entered into a sale and purchase agreement (the "Agreement"), pursuant to which (i) the Vendors have conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the entire issued share capital of the Target; and (ii) Applied Investment (Asia) Limited has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase a shareholder's loan owing by the Target to Applied Investment (Asia) Limited, at a total consideration of HK$636,800,000 (the "Disposal"). The Company as guarantor has agreed to unconditionally and irrevocably guarantee to the Purchaser the due observance and performance by the Vendors of all the agreements, obligations, commitments and undertakings contained in the Agreement.
As one or more of the applicable percentage ratios set forth under Rule 14.07 of the Listing Rules in respect of the Disposal are 75% or more, the Disposal constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules.
The Company will issue a full form announcement in relation to, among other things, the Agreement and the transactions contemplated thereunder as and when it is in a position to do so pursuant to and in accordance with the Listing Rules (the "Disposal Announcement").
At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 27 January 2016 pending the release of an announcement in relation to a positive profit alert announcement and will remain halted pending the release of the Disposal Announcement.
By Order of the Board
Applied Development Holdings Limited
Wang Jingyu
Chairlady and Managing Director
Hong Kong, 27 January 2016
As at the date of this announcement, the Executive Directors are Ms. Wang Jingyu, Ms. Ng Kit Ling and Mr. Tsao Hoi Ho; the Independent Non-executive Directors are Mr. Su Ru Jia, Mr. Lo Yun Tai and Mr. Chan Ming Fai, Terence.
* For identification purposes only
In the event of inconsistency, the English text of this announcement shall prevail over the Chinese text thereof.
Applied Development Holdings Limited issued this content on 27 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 January 2016 11:35:18 UTC
Original Document: http://www.applieddev.com/pdf/en/investor/announcement/e-519-ann-continuedtradinghalt-27-1-2016.pdf
