Hong Kong Exchanges and Clearing Limited and The Stock Exchange... take no responsibility for the contents of this announcement, make...

Hong Kong Exchanges and Clearing Limited and The Stock Exchange... take no responsibility for the contents of this announcement, make...

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 with limited liability)
(Stock code: 8081)
DISCLOSEABLE AND CONNECTED TRANSACTION:
DISPOSAL OF INTEREST IN THE TARGET
On 12 November 2014, after trading hours, Absolutely Talent (a wholly-owned subsidiary
of the Company) entered into the Disposal Agreement with the Purchaser, pursuant to
which Absolutely Talent has agreed to sell, and the Purchaser has agreed to acquire, the
Sale Shares (representing 90% of the issued share capital of the Target as at the date of
this announcement) at the Consideration, upon and subject to the terms and conditions of
the Disposal Agreement.
IMPLICATIONS UNDER THE GEM LISTING RULES
As the relevant percentage ratios under the GEM Listing Rules in respect of the Disposal
are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction
for the Company under the GEM Listing Rules and is subject to the notification and
announcement requirements of Chapter 19 of the GEM Listing Rules.
The Purchaser is a director of the Target, which is a non-wholly owned subsidiary of the
Company immediately before Completion. Accordingly, the Purchaser is a connected
person of the Company and the transaction contemplated under the Disposal Agreement
constitutes a connected transaction for the Company for the purpose of the GEM Listing
Rules.
As the relevant percentage ratios under the GEM Listing Rules in respect of the Disposal
are less than 25% and the Consideration is less than HK$10 million, the Disposal is
subject to the reporting and announcement requirements but exempted from the circular,
independent financial advice and shareholders’ approval requirements of Chapter 20 of
the GEM Listing Rules according to Rule 20.74(2) of the GEM Listing Rules.
–1–
On 12 November 2014, after trading hours, Absolutely Talent (a wholly-owned subsidiary of
the Company) entered into the Disposal Agreement with the Purchaser, pursuant to which
Absolutely Talent has agreed to sell, and the Purchaser has agreed to acquire, the Sale Shares
at the Consideration, upon and subject to the terms and conditions of the Disposal
Agreement.
Major terms of the Disposal Agreement are set out below.
DISPOSAL AGREEMENT
Date
12 November 2014
Parties
(i)
Absolutely Talent, a wholly-owned subsidiary of the Company; and
(ii)
the Purchaser.
The Purchaser is a director of the Target, which is a non-wholly owned subsidiary of the
Company immediately before Completion. Accordingly, the Purchaser is a connected person
of the Company for the purpose of the GEM Listing Rules.
Subject matter of the Disposal Agreement
Absolutely Talent has agreed to sell, and the Purchaser has agreed to acquire, the Sale Shares
at the Consideration. The Sale Shares represent 90% of the issued share capital of the Target
as at the date of this announcement.
The Consideration shall be payable by the Purchaser in cash upon Completion. The
Consideration was arrived at after arm’s length negotiation between the parties to the
Disposal Agreement on normal commercial terms with reference to the unaudited net assets
value of the Target as at 30 September 2014.
Completion
Completion shall take place on the Completion Date. Upon Completion, the Group shall
cease to have any interest in the Target.
–2–
INFORMATION ON THE TARGET
The Target is incorporated in Singapore and engaged in provision of IT services.
The unaudited total assets value and the net assets value of the Target as at 30 September
2014 are approximately SG$96,000 (equivalent to HK$585,000) and approximately
SG$19,000 (equivalent to HK$116,000) respectively. The financial information of the Target
for the two years ended 30 June 2013 and 2014 are as follows:
Year ended
Year ended
30 June 2013
30 June 2014
(audited)
(unaudited)
HK$’000
HK$’000
SG$’000 equivalent
SG$’000 equivalent
Net profit/(loss) before taxation
(71)
(432)
307
1,869
Net profit/(loss) after taxation
(71)
(432)
307
1,869
The original acquisition cost of the Sale Shares to the Group was HK$300,000. Subject to
audit, it is expected that the Group will record a gain of approximately HK$200,000 from the
Disposal, which is calculated with reference to the difference between the Consideration and
the expected unaudited consolidated net asset value of the Target Group attributable to the
Sale Shares at Completion.
It is expected that the net proceeds from the Disposal will be used as general working capital
of the Group.
REASONS FOR AND BENEFITS OF THE DISPOSAL AGREEMENT
The Group is principally engaged in (i) mobile-online game business and provision of games
related integral marketing services; (ii) provision of IT services; (iii) money lending
business; (iv) provision of medical diagnostic and health check services; and (v) securities
investment business.
–3–
The Directors consider that the entering into of the Disposal Agreement is in line with the
Group’s business objective to become one of the leading players in the mobile-online game
industry. Upon Completion, the Group will cease its provision of IT services business and
will focus on its mobile-online game business. The Board (including the independent
non-executive Directors) consider that the terms of the Disposal Agreement are normal
commercial terms and are fair and reasonable and in the interests of the Company and the
shareholders of the Company as a whole. None of the Directors have a material interest in the
Disposal which required any of the Directors to abstain from voting on the Board resolution
in relation to the Disposal.
IMPLICATIONS UNDER THE GEM LISTING RULES
As the relevant percentage ratios under the GEM Listing Rules in respect of the Disposal are
more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the
Company under the GEM Listing Rules and is subject to the notification and announcement
requirements of Chapter 19 of the GEM Listing Rules.
The Purchaser is a director of the Target, which is a non-wholly owned subsidiary of the
Company immediately before Completion. Accordingly, the Purchaser is a connected person
of the Company and the transaction contemplated under the Disposal Agreement constitutes
a connected transaction for the Company for the purpose of the GEM Listing Rules.
As the relevant percentage ratios under the GEM Listing Rules in respect of the Disposal are
less than 25% and the Consideration is less than HK$10 million, the Disposal is subject to the
reporting and announcement requirements but exempted from the circular, independent
financial advice and shareholders’ approval requirements of Chapter 20 of the GEM Listing
Rules according to Rule 20.74(2) of the GEM Listing Rules.
DEFINITIONS
Unless otherwise specified, the following terms have the following meanings in this
announcement:
“Absolutely Talent”
Absolutely Talent Technology Limited, a company
incorporated in the British Virgin Islands with limited
liability
“Board”
the board of Directors
–4–
“Company”
China Mobile Games and Cultural Investment Limited, a
company incorporated in the Cayman Islands with limited
liability and the issued shares of which are listed on GEM
“Completion”
completion of the Disposal in accordance with the terms and
conditions of the Disposal Agreement
“Completion Date”
14 November 2014 (or such other date as Absolutely Talent
and the Purchaser may agree)
“connected person(s)”
has the meaning ascribed to it under the GEM Listing Rules
“Consideration”
the aggregate consideration of HK$300,000
“Director(s)”
the director(s) of the Company
“Disposal”
the Disposal of the Sale Shares
“Disposal Agreement”
the disposal agreement dated 12 November 2014 entered
into between Absolutely Talent and the Purchaser in relation
to the Disposal
“GEM”
the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”
the Rules Governing the Listing of Securities on the GEM of
the Stock Exchange
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China
“Purchaser”
Mr. Koh Seng Loo
“Sale Shares”
the 300,000 shares of the Target, representing 90% of the
total issued share capital of the Target as at the date of this
announcement
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
–5–
“Target”
EPRO Systems (S) Pte Ltd, a company incorporated in
Singapore with limited liability
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“SG$”
Singapore dollars, the lawful currency of Singapore
“%”
per cent.
In this announcement, for the purpose of illustration only, amounts quoted in SG$ have been
converted into HK$ at the rate of SG$1 to HK$6.0895. Such exchange rate has been used,
where applicable, for the purpose of illustration only and does not constitute a representation
that any amounts were or may have been exchanged at this or any other rates or at all.
On behalf of the Board
China Mobile Games and Cultural Investment Limited
Zhang Xiongfeng
Chairman
Hong Kong, 12 November 2014
As at the date of this announcement, the Board comprises (i) three executive Directors,
namely Mr. Zhang Xiongfeng, Mr. Zhang Peiao and Mr. Hung Kenneth, and (ii) three
independent non-executive Directors, namely Mr. Wong Siu Keung, Joe, Mr. Wong Ching Yip
and Mr. Luk Chi Shing.
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 “Latest Company Announcements” page of the GEM
website at http://www.hkgem.com for a minimum period of seven days from the date of its
publication and on the website of the Company at http://www.cmgc.com.hk.
–6–