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.

YEE HOP

Yee Hop Holdings Limited

義合控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1662)

SUPPLEMENTAL ANNOUNCEMENT

IN RELATION TO DISCLOSEABLE AND CONNECTED TRANSACTIONS

  1. THE COOPERATION AGREEMENT; AND
  1. THE REIMBURSEMENT AGREEMENTS

Reference is made to the announcement of Yee Hop Holdings Limited (the "Company") dated 31 March 2021 (the "Announcement") in relation to the Cooperation Agreement, the Reimbursement Agreements and the transactions contemplated thereunder (the "Transactions"). Capitalised terms used herein shall have the same meaning as those defined in the Announcement unless the context otherwise requires.

The Board would like to provide an update in connection to the Transactions as stated in this announcement.

In view of the facts that (i) Qingchuangshe, a connected person of the Company for the reasons disclosed in the Announcement, and Shen Meng Investment, an Independent Third Party, entered into the Former Cooperation Agreement pursuant to which Qingchuangshe leased the Premises; (ii) Qingchuangshe and Shen Meng Investment entered into the termination agreement in respect of the Former Cooperation Agreement which was conditional upon entering into of the Cooperation Agreement between Qingchuang Lixiang and Shen Meng Investment; and (iii) Qingchuangshe and Qingchuang Lixiang entered into the Reimbursement Agreements in respect of the Former Cooperation Agreement and the Cooperation Agreement, depending on the opinion of the Stock Exchange, Shen Meng Investment may be deemed to be a connected person of the Company pursuant to Rule 14A.20. As a result, for prudence sake, the Board has resolved to comply with the requirements of connected transactions under Chapter 14A of the Listing Rules regarding the Transactions as if Shen Meng Investment is deemed to be a connected person of the Company.

- 1 -

Mr. Jim and Mr. Yan, who were shareholders of HKQCH which in turn owned 70% shareholding in Qingchaungshe, were deemed to have a material interest in the Transactions and have abstained from voting on the Board resolutions approving the Transactions.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratios (as defined in the Listing Rules) in respect of the Transactions exceed 5% but are less than 25%, the Transactions constitute (i) discloseable transactions of the Company which are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules; and (ii) non-exempt connected transactions of the Company which are subject to the notification, announcement, circular and independent Shareholders approval requirements under Chapter 14A of the Listing Rules.

GENERAL

An extraordinary general meeting (the "EGM") will be convened for the purpose of considering and, if thought fit, approving and ratifying the Transactions where related Shareholders and its associates shall abstain from voting on the resolution(s) approving the Transactions. As at the date of this announcement, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Qingchuangshe is indirectly owned as to 70% by HKQCH and 30% by HKS, whereas HKQCH is owned as to 80% by Mr. Jim, an executive Director, the chairman of the Board and a Controlling Shareholder. JJ1318 Holdings Limited ("JJ1318"), a company which is wholly owned by Mr. Jim, is interested in 191,250,000 Shares representing approximately 38.25% of the entire issued share capital of the Company. JJ1318 will abstain from voting on the EGM resolution(s) approving and ratifying the Transactions and no Shareholder (other than JJ1318 and its associates) will be required to abstain from voting on the EGM resolution(s) approving and ratifying the Transactions.

The independent board committee comprising all the independent non-executive Directors, namely, Mr. Lee Luk Shiu, Mr. Yu Hon Kwan and Mr. Wong Chi Keung Johnny, (the

  • Independent Board Committee") has been established to advise the independent Shareholders as to whether (i) the entering into of the Transactions are conducted in the ordinary and usual course of business of the Group; (ii) the terms of the Transactions are on commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole; and (iii) to advise the independent Shareholders as to how to vote at the EGM. Dakin Capital Limited has been appointed as the independent financial adviser (the "Independent Financial Adviser") to provide advice and recommendation to the Independent Board Committee and the independent Shareholders in this respect.

- 2 -

A circular containing, among other things, (i) the particulars of the Transactions; (ii) the recommendation of the Independent Board Committee regarding the Transactions; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the independent Shareholders in relation to the Transactions; (iv) the valuation report issued by an independent valuer in respect of the Premises; (v) a notice for convening the EGM; and (vi) other information as required under the Listing Rules, will be despatched to the Shareholders, on or before 31 May 2021.

Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

By order of the Board

Yee Hop Holdings Limited

Jim Yin Kwan Jackin

Chairman and Executive Director

Hong Kong, 29 April 2021

As at the date of this announcement, the executive Directors are Mr. Mr. Jim Yin Kwan Jackin, Mr. Chui Mo Ming, Mr. Yan Chi Tat, Mr. Leung Hung Kwong Derrick and Mr. Xu JunMin; the non-executive Director is Mr. Wang Jian; and the independent non-executive Directors are Mr. Lee Luk Shiu, Mr. Yu Hon Kwan and Mr. Wong Chi Keung Johnny.

- 3 -

Attachments

  • Original document
  • Permalink

Disclaimer

Yee Hop Holdings Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 12:31:03 UTC.