CHINA CREATIVE DIGITAL ENTERTAINMENT 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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other securities in the Company.
中國 3D 數碼娛樂有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 8078)
The Board is pleased to announce that on 14 December 2015 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Vendor has agreed to sell and transfer the Sale Shares to the Purchaser, and the Purchaser has agreed to purchase the Sale Shares from the Vendor. The Consideration for the Acquisition is the sum of HK$13,600,000, which shall be settled and discharged by the Purchaser by cash payable to the Vendor on Completion of HK$6,600,000 plus the Adjustment Amount and by issue of the Convertible Bonds by the Company.
As the applicable percentage ratios (as calculated in accordance with Rule 19.06 of the GEM Listing Rules) exceed 5% but are below 25%, the Acquisition constitutes a discloseable transaction of the Company under the GEM Listing Rules.
A circular containing, among other things, further details of the Sale and Purchase Agreement and the Specific Mandate are to be despatched by the Company to its shareholders as soon as possible in accordance with the GEM Listing Rules.
The Board is pleased to announce that on 14 December 2015 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Vendor has agreed to sell and transfer the Sale Shares to the Purchaser, and the Purchaser has agreed to purchase the Sale Shares from the Vendor.
Principal terms of the Sale and Purchase Agreement are set out below.
Double Spirit Development Limited, a company incorporated in Hong Kong with limited liability, and a wholly-owned subsidiary of the Company, as the Purchaser
Stephen Chau, as the Vendor
(The Purchaser and the Vendor collectively be referred to as the "Parties")
To the best of the Directors' knowledge, information and belief having made all reasonable enquires, the Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons.
Pursuant to the Sale and Purchase Agreement and subject to conditions, the Vendor has agreed to sell and the Purchaser has agreed to purchase from the Vendor, free from any encumbrance whatsoever, the Sale Shares, representing 40% of the entire issued share capital of the Target Company as at the date of the Sale and Purchase Agreement.
The Consideration in the sum of HK$13,600,000, which shall be settled and discharged by the Purchaser in accordance with the mode and manner as set out thereunder:
by cash payable to the Vendor on Completion of HK$6,600,000 plus the Adjustment Amount; and
by issue of the Convertible Bonds within 7 days from the date on which the 2016 Actual Profit is presented by the Vendor (or such other date as may be agreed by the Parties in writing).
The Vendor guarantees to the Purchaser that the 2016 Actual Profit shall not be less than HK$3,000,000, and undertakes that if the 2016 Guaranteed Profit is not achieved, the Consideration shall be adjusted downward as calculated below:
Shortfall = (2016 Guaranteed Profit - 2016 Actual Profit) x 11 x 50%
If there is any shortfall of the 2016 Guaranteed Profit, such shortfall shall be deducted from the principal amount of the Convertible Bonds provided that the maximum amount of shortfall payable by the Vendor shall be HK$7,000,000.
In any event, the Company will only issue the Convertible Bonds with the amount after the adjustment in relation to the abovementioned profit guarantee have been made (i.e. after deduction of shortfall from the principal amount of the Convertible Bonds).
Completion is conditional upon fulfillment or waiver (as the case may be) of the following conditions:
the completion of the due diligence review and investigation by the Purchaser;
the passing of the resolution by the shareholders of the Company in the SGM approving the Specific Mandate, the Sale and Purchase Agreement and the transactions contemplated thereunder;
the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Convertible Bonds;
all other requisite consents, authorisations and approvals (or, as the case may be, the relevant waiver) in connection with the entering into and performance of the terms of the Sale and Purchase Agreement having been obtained by the respective parties to the Sale and Purchase Agreement (including but not limited to the necessary consent from the Stock Exchange, if any);
the entering by the Target Company of a service agreement with the Vendor for the management of the Target Company and the Target Group;
the entering by the Purchaser, Vendor, Ms. Tam Yuk Ching, Jenny and the Company of the Shareholders' Agreement, pursuant to which (a) the Vendor shall retain overall control of the board of directors and power of management of the Target Company and the Target Group; and (b) the Purchaser shall provide business development opportunities in movie and television related businesses to the artists of the Target Company and the Target Group; and
none of the warranties made by the Vendors under the Sale and Purchase Agreement have been breached in any material respect, or is misleading or untrue in any material respect.
Completion shall take place on the Completion Date after satisfaction (or waived by the Purchaser).
Upon Completion, the Company will be indirectly interested in the 40% of the entire issued share capital of the Target Company and the Target Company will be accounted for as an associate of the Company and accounted for in the consolidated financial statements using the equity method.
No. of Shares Approx. % No. of Shares Approx. %
Vendor | - | - | 18,741,634 | 0.49% |
Other public Shareholders | 3,832,758,224 | 100% | 3,832,758,224 | 99.51% |
3,832,758,224 100% 3,851,499,858 100%
Principal amount: Up to HK$7,000,000
Interest: Zero coupon rate
Conversion price: The price at which each Share shall be issued upon
conversion shall be HK$0.3735 (subject to adjustment), being the 10-days weighted average closing price of the Company prior to the date of the Sale and Purchase Agreement.
Maturity date: 31 December 2017
Transferability: The Convertible Bonds may only be assigned or transferred subject to the Company's prior written approval.
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