(1) MAJOR TRANSACTION

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 only and does not constitute an invitation or offer to
acquire, purchase or subscribe for the securities of the Company.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 444)
(1) MAJOR TRANSACTION:
CAPITAL INJECTION INTO
HAINAN CHAMBOW LECHENG DEVELOPMENT LIMITED*
(海南千博樂城開發有限公司);
(2) CONNECTED TRANSACTION:
PROPOSED GRANT OF THE OPTIONS;
(3) APPOINTMENT OF MR. WU TING YUK, ANTHONY
AS THE EXECUTIVE DIRECTOR AND CO-CHAIRMAN;
(4) UNUSUAL PRICING AND TRADING VOLUME MOVEMENTS; AND
(5) RESUMPTION OF TRADING
THE SUBSCRIPTION
The Board announces that on 27 March 2015, Giant Bright, the Existing Shareholders,
Mr. Jiang, the Minority Shareholder and the Target Company entered into the
Subscription Agreement in relation to the subscription of the registered capital and
contribution to the capital reserve of the Target Company. Pursuant to the Subscription
Agreement, Giant Bright has conditionally agreed to subscribe for the registered capital
and contribute to the capital reserve of the Target Company in the aggregate principal
amount of RMB380,000,000 (equivalent to approximately HK$474,430,000). As at the
date of this announcement, the Target Company is held directly as to 99.9% and 0.1% by
Shanghai Chambow and the Minority Shareholder, respectively, and upon completion of
the Subscription, the Target Company will be held as to approximately 50.95%, 49% and
0.05% by Shanghai Chambow, Giant Bright and the Minority Shareholder, respectively.
The Target Group is principally engaged in the construction and development an
international medical, tourism and commercial project carried out in Xiaoledao (小樂島)
located at Boao Xiaoledao International Medical & Tourism Pilot Zone*（博鰲小樂島國
際醫療旅遊先行區項目）, which is located in Boao Township, Qionghai City, Hainan
Province, the PRC*（中國海南省瓊海市博鰲鎮）.
–1–
The Boao Xiaoledao Project is located within the IMT Pilot Zone, which is situated in the
core area of Boao Forum for Asia (博鰲亞洲論壇) and covers a total area of 20.14 square
kilometers. Established in accordance with the letter No. [2013]33 issued by the State
Council of the PRC in February 2013, the IMT Pilot Zone is also covered by a total of
nine supportive policies in four aspects, namely, preferential policies on healthcare
business, land, investment and financing, as well as policies on opening to the world.
In addition, the IMT Pilot Zone is China’s first national-level development park featuring
international medical and tourism services, low-carbon eco-communities and concentration
of international organizations. It is planned to develop functions, including (i)
experimenting the development of medical service, health preservation, scientific research
and other industries in relation to international medical tourism; (ii) establishing a model
for low-carbon low-emission ecological environment; and (iii) providing another platform
for international cooperation and exchange on relevant fields.
Since the applicable percentage ratios under Rule 14.07 of the Listing Rules exceed 25%
but are less than 100%, the Subscription and the transactions contemplated under the
Subscription Agreement (including the No Profit Options and the Put Option) constitute a
major transaction of the Company and is subject to the reporting, announcement and
shareholders’ approval requirements under the Listing Rules.
PROPOSED GRANT OF THE OPTIONS
On 27 March 2015, the Company has conditionally agreed to grant to the Grantees an
aggregate of 346,000,000 Options which entitle the Grantees to subscribe for an aggregate
of 346,000,000 Shares, representing approximately 10.00% of the issued share capital of
the Company as at the date of this announcement or 9.09% of the issued share capital of
the Company as enlarged by the Option Shares upon exercise of the Options in full. As
two of the Grantees are executive Directors, and thus connected persons of the Company
under the Listing Rules, the proposed grant of the Options to them constitutes a connected
transaction of the Company under the Listing Rules.
The Option Shares will be allotted and issued by the Company under the Specific
Mandate. An application will be made to the Stock Exchange for the listing of, and the
permission to deal in, the Option Shares.
–2–
GENERAL
The EGM will be convened and held to consider and, if thought fit, approve, among
others, the Subscription (including the No Profit Options and the Put Option) and the
transactions contemplated thereunder and the proposed grant of the Options. A circular
containing, amongst other things, (i) further information about the Subscription
Agreement (including the No Profit Options and the Put Option); (ii) further information
about the proposed grant of the Options; (iii) a letter of advice from the Independent
Board Committee to the Independent Shareholders on the terms of the Option Agreements
and the transactions contemplated thereunder; (iv) a letter of advice from the Independent
Financial Adviser to the Independent Board Committee and the Independent Shareholders
on the terms of the Option Agreements and the transactions contemplated thereunder; and
(v) the notice of the EGM will be despatched to the Shareholders. As it is expected that
additional time will be required to prepare the relevant information (including, among
others, the financial information of the Target Company) to be included in the circular,
the Company expects to despatch the circular by no later than 30 April 2015.
As completion of the Subscription and the proposed grant of the Options are subject
to the fulfillment or waiver (as the case may be) of a number of conditions precedent,
the Subscription and the transactions contemplated thereunder and the proposed
grant of the Options are may or may not proceed. The Shareholders and potential
investors should exercise caution when dealing in the Shares.
APPOINTMENT OF EXECUTIVE DIRECTOR AND CO-CHAIRMAN OF THE
BOARD
The Board announces that with effect from 27 March 2015, Mr. Wu Ting Yuk, Anthony
will be appointed as an executive Director and Co-chairman of the Board
UNUSUAL PRICE AND TRADING VOLUME MOVEMENTS
The Board has noted the recent increases in the price and trading volume of the Shares.
Having made such enquiry with respect to the Company as is reasonable in the
circumstances, save as disclosed below, the Board confirms that it is not aware of any
reasons for such price and volume movements or of any information which must be
announced to avoid a false market in the Shares or of any inside information that needs to
be disclosed under Part XIVA of the SFO.
RESUMPTION OF TRADING
Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 26
March 2015 at the request of the Company pending the release of this announcement. An
application has been made to the Stock Exchange for the resumption of trading in the
Shares with effect from 9:00 a.m. on 30 March 2015.
–3–
THE SUBSCRIPTION
Background
The Board announces that on 27 March 2015, Giant Bright, the Existing Shareholders, Mr.
Jiang, the Minority Shareholder and the Target Company entered into the Subscription
Agreement in relation to the subscription of the registered capital and contribution to the
capital reserve of the Target Company.
Pursuant to the Subscription Agreement, Giant Bright has conditionally agreed to subscribe
for the registered capital and contribute to the capital reserve of the Target Company in the
aggregate principal amount of RMB380,000,000 (equivalent to approximately
HK$474,430,000). As at the date of this announcement, the Target Company is held
directly as to 99.9% and 0.1% by Shanghai Chambow and the Minority Shareholder,
respectively, and upon completion of the Subscription, the Target Company will be held as
to approximately 50.95%, 49% and 0.05% by Shanghai Chambow, Giant Bright and the
Minority Shareholder, respectively.
The Subscription Agreement
Date
27 March 2015
Parties
Investor
: Giant Bright
Existing Shareholders
: Shanghai Chambow and the Minority Shareholder
Mr. Jiang
: Mr. Jiang Xiao Song (a PRC resident)
Target Company
: 海南千博樂城開發有限公司
Development Limited*)
(Hainan
Chambow
Lecheng
To the best of the Directors’ knowledge, information and belief, having made all reasonable
enquiries, Shanghai Chambow, the Target Company and their ultimate beneficial owners(s),
the Minority Shareholder and Mr. Jiang are independent of the Company and connected
persons of the Company. Giant Bright is an indirect wholly-owned subsidiary of the
Company.
Mr. Jiang resides in the PRC, who has been respected as ‘‘the Father of Boao’’ and is
currently the chairman of the board of directors of the Target Company, member of the
Consultation Committee of Boao Forum for Asia, and member of the Committee of Chinese
People’s Political Consultative Conference. Mr. Jiang is the beneficial owner of 50% equity
interests in Shanghai Chambow.
–4–
Capital Injection
The existing registered capital of the Target Company is RMB100,000,000, which will be
increased to RMB196,078,431 (equivalent to approximately HK$244,803,921) upon
completion of the Subscription. Pursuant to the Subscription Agreement, Giant Bright will
contribute to the Target Company an aggregate amount of RMB380,000,000 (equivalent to
approximately HK$474,430,000) (out of which RMB96,078,431 (equivalent to
approximately HK$119,953,921) will be contributed as registered capital and the remaining
RMB283,921,569 (equivalent to approximately HK$354,476,079) will be contributed as the
capital reserve) in cash as follows:
(i)
an initial amount of RMB195,000,000 (equivalent to approximately HK$243,457,500)
within 3 days after the Completion Date; and
(ii) the remaining balance of RMB185,000,000
HK$230,972,500) on or before 31 March 2016.
(equivalent
to
approximately
The amount of capital injection by Giant Bright was determined after arms’ length
negotiations on normal commercial terms between, among others, Giant Bright, the Existing
Shareholders and the Target Company after taking into account the amount of capital
injection being sufficient to discharge the major debts of the Target Company in order to lift
up the obstacles that hinders the rolling out of the Boao Xiaoledao Project, thereby enabling
the Boao Xiaoledao Project to uncover its immense potentials of its medical, tourism and
commercial related business within the IMT Pilot Zone international, in the near future.
The capital contribution of Giant Bright to the registered capital of the Target Company will
be satisfied by the internal resources of the Group and/or other equity or debt financing of
the Company.
Conditions Precedent
Completion of the Subscription Agreement is subject to the fulfillment or waiver of the
following conditions precedent pursuant to the Subscription Agreement:
(a) the Warrantors having fulfilled all their relevant obligations under the Subscription
Agreement;
(b) the warranties of the Warrantors remaining true, accurate and not misleading from the
date of the Subscription Agreement to the Completion Date;
(c) the Target Group not having any event which causes material adverse effect to it;
(d) the Existing Shareholders having passed the resolutions to approve the transactions
contemplated under the Subscription Agreement and the change in the board
composition;
(e) the Joint Venture Agreement and the articles of association of the Target Company
having been entered into or approved between Giant Bright and the Existing
Shareholders;
–5–
(f) the Target Company having obtained necessary consent or approval from any third
party (including bank) in respect of the transactions contemplated under the
Subscription Agreement;
(g) the Company having obtained the approval of the Shareholders approving the
transactions contemplated under the Subscription Agreement in accordance with the
Hong Kong laws and the requirements under the Listing Rules;
(h) the relevant obligations under the Subscription Agreement (including but not limited to,
(i) the relevant PRC legal opinion addressed to Giant Bright in respect of the
Subscription having been obtained, (ii) a written agreement having been entered into
among the Target Company, Mr. Jiang, Shanghai Chambow and two third-party
creditors of the Target Company in relation to the payment of certain existing
obligations of the Target Company and the release of the land seals over the Properties
and joint and several liability of the Third Party Guarantee, (iii) a written agreement
having been entered into among the Target Company, China Economic and Fullshare in
respect of the repayment of the Target Company’s Debt by Fullshare on behalf of the
Target Company and China Economic’s assistance to the Target Company for seeking
new financing source, (iv) the written confirmation having been signed by Mr. Jiang to
Giant Bright disclosing the outstanding liability of the Target Company for the debt(s)
owed by Mr. Jiang, (v) the Operation Agreement having been entered into by the Target
Company and Fullshare, and (vi) the Equity Pledge Agreement having been entered into
among Giant Bright, Shanghai Chambow and the Target Company) having been
fulfilled to the satisfaction of Giant Bright;
(i)
the amendment of the articles of association of each member of the Target Group
companies (except the Target Company) having been completed to the satisfaction of
Giant Bright; and
(j)
all necessary approvals, filings, authorizations and consents from any authorities or
third parties having been obtained.
Giant Bright shall have the right to conditionally or unconditionally waive the conditions
above by way of notice to the Target Company.
All parties will use their best endeavours to ensure the satisfaction of the above conditions
as soon as possible but in any event no later than the Long-Stop Date. If any of the
conditions (other than the condition (g) above) is not satisfied or waived by the Long-Stop
Date, the parties may agree to extend the date for satisfaction of such condition, failure
which the Subscription Agreement shall automatically lapse. If the condition (g) above is not
satisfied by the Long-Stop Date, the Subscription Agreement shall automatically lapse.
Option rights under the Subscription Agreement
In the event that the Target Group does not record any profit during the period between 1
April 2015 to 31 March 2016 as shown in the consolidated audited accounts provided by the
Target Company, within 30 days after such consolidated audited accounts are produced, (a)
Shanghai Chambow has the option to require Giant Bright to sell to Shanghai Chambow for
the 12 months ending 31 March 2016 and (b) Giant Bright has the option to sell to Shanghai
Chambow all of its 49% equity interests in the Target Company (the ‘‘No Profit Options’’)
–6–
within 30 days following the written notice from Shanghai Chambow or Giant Bright (as the
case may be) at a price equal to the total amount of the capital injection by Giant Bright
plus all interests accrued from the date of capital injection by Giant Bright to the date of the
equity transfer from Giant Bright to Shanghai Chambow calculated at an interest rate of 15%
per annum after deducting the profit/dividend received by Giant Bright. If Shanghai
Chambow fails to complete such purchase obligations within 60 days of the issue of the
written notice from Shanghai Chambow or Grant Bright (as the case may be) exercising the
No Profits Options, Giant Bright is entitled to sell its equity interests in the Target Company
to a third party designated by Giant Bright.
In the event of any material event of default committed by the Warrantors (including but not
limited to the occurrence of an event of default under the Equity Pledge Agreement, the
provision of untrue and inaccurate representations or warranties by the Warrantors), Giant
Bright is entitled to exercise the put option to require Shanghai Chambow to purchase all of
its 49% equity interests in the Target Company from Giant Bright (the ‘‘Put Option’’)
within 60 days following the written notice from Giant Bright to Shanghai Chambow and
the Target Company at a price equal to the total amount of capital injection by Giant Bright
plus all interests accrued from the date of capital injection by Giant Bright to the date of the
equity transfer from Giant Bright to Shanghai Chambow calculated at an interest rate of 15%
per annum after deducting the profit/dividend received by Giant Bright. If Shanghai
Chambow fails to complete such purchase obligations within 90 days after the written notice
from Giant Bright, Giant Bright is entitled to sell its equity interests in the Target Company
to a third party designated by Giant Bright.
Structure of the Target Group after completion of the Subscription
海南千博樂城開發有限公司
(Hainan Chambow Lecheng Development
Limited*)
100%
海南千博三城
旅業開發
有限公司
(Hainan
Chambow Three
City Tourism
Development
Company
Limited*)
100%
海南千博三鼎
旅業開發
有限公司
(Hainan
Chambow San
Ding Tourism
Development
Company
Limited*)
100%
海南千博鼎頂
旅業開發
有限公司
(Hainan
Chambow Ding
Ding Tourism
Development
Company
Limited*)
100%
海南千博由一
旅業開發
有限公司
(Hainan
Chambow You
Yi Tourism
Development
Company
Limited*)
100%
海南千博興業
旅業開發
有限公司
(Hainan
Chambow Xing
Ye Tourism
Development
Company
Limited*)
100%
海南千博偉業
旅業開發
有限公司
(Hainan
Chambow Wei
Ye Tourism
Development
Company
Limited*)
100%
海南千博勝業
旅業開發
有限公司
(Hainan
Chambow Sheng
Ye Tourism
Development
Company
Limited*)
100%
海南博鼇樂島
醫療控股
有限公司
(Hainan Boao
Ledao Medical
Holdings
Company
Limited*)
Upon completion of the Subscription, the increased registered capital of the Target Company
will be held as to 50.95%, 49% and 0.05% by Shanghai Chambow, Giant Bright and the
Minority Shareholder, respectively. The Target Company will not be consolidated in the
financial statements of the Group.
–7–
The Properties
The Properties are within the IMT Pilot Zone, which is situated on both banks of Wanquan
River* (萬泉河) between the urban area of Jiaji Township, Qionghai City* (瓊海市嘉積鎮)
and the core area of Boao Forum for Asia (博鰲亞洲論壇). Established in accordance with
the letter No. [2013]33 issued by the State Council of the People’s Republic of China in
February 2013 as detailed in below section headed ‘‘Preferential medical policies
promulgated by the State Council of the PRC’’, the IMT Pilot Zone is also covered by a
total of nine supportive policies in four aspects, namely, preferential policies on healthcare
business, land, investment and financing, as well as policies on opening to the world. In
addition, the IMT Pilot Zone is China’s first national-level development park featuring
international medical and tourism services, low-carbon eco-communities and concentration
of international organizations. An international airport is currently built nearby the IMT
Pilot Zone.
In 2011, the Target Company entered into two State-owned construction land use right
transfer contracts (國有建設用地使用權出讓合同) with the Department of Land
Environment & Resources of Qionghai (瓊海市國土環境局) for the acquisition of the land
of 524,665.8 square meters. On 19 October 2013, the Target Company obtained ten Land
Use Right Certificates covering a total site area of 408,559 square metres, of which 195,549
square metres for town residential use to be expired on 30 September 2081, 172,394 square
metres for commercial use to be expired on 30 September 2051, and 40,616 square metres
for whole and retail business uses to be expired on 30 September 2051.
At present, 9 out of the 10 land parcels were pledged to the Rural Credit Cooperatives of
Qionghai City and 14 other Rural Credit Cooperatives (the ‘‘Creditors’’) on 14 November
2013 in connection with the loan of RMB500 million borrowed by the Target Company
from the Creditor. In addition, due to the Third Party Guarantee, the Shanghai Higher
People’s Court (the ‘‘Shanghai Court’’) has ordered the Department of Land Environment &
Resources of Qionghai (瓊海市國土環境資源局) to assist in sealing up the 10 land parcels
with effect from 4 November 2014 to 3 November 2016. An appeal was lodged against the
decision by the Shanghai Court, but was dismissed on 5 January 2015.
The Group together with Fullshare and the Target Company will adopt various debt
restructuring measures to settle the debts related to Mr. Jiang and the discharge of the land
pledges and seals.
Joint Venture Agreement
In connection with the Subscription Agreement, Giant Bright and the Existing Shareholders
shall enter into the Joint Venture Agreement to regulate the management and operation of
the Target Company.
Board Composition
Pursuant to the Joint Venture Agreement, upon completion of the Subscription, the board of
directors of the Target Company will comprise six directors, of which three directors will be
nominated by Giant Bright and three directors will be nominated by Shanghai Chambow.
–8–
The chairman of the board of directors and the legal representative of the Target Company
shall be appointed by Giant Bright. A director can be reappointed and continued to hold
office when his/her term of office is expired.
The board of directors of the Target Company shall be the highest authority of the Target
Company, which shall decide all major issues concerning the Target Company. The
following matters shall only be resolved with the unanimous consent of the directors present
at the board meeting, including but not limited to:
(a) amendment of the articles of association of the Target Company;
(b) change in the registered capital of the Target Company;
(c) merger, division or reorganization of the Target Company;
(d) provision of guarantee by the Target Company;
(e) profit/dividend distribution and indemnity measures of the Target Company; and
(f) formulating staff remuneration, benefit and incentive schemes of the Target Company.
Profit and loss sharing
Giant Bright and the Existing Shareholders will be entitled to share the profit or bear the
loss of the Target Company in proportion to their respective equity interest in the Target
Company after deducting the tax payment and other statutory reserve entitlement of the
Target Company.
Preferential Medical Policies promulgated by the State Council of the PRC
On 28 February 2013, the State Council of the PRC (中華人民共合國國務院) promulgated
in its letter No. [2013]33 in respect of the IMT Pilot Zone, under which the State Council of
the PRC agreed to establish the IMT Pilot Zone and has endorsed to implement a total of
nine supportive policies in four aspects, namely, preferential policies on healthcare business,
land, investment and financing, as well as policies on opening to the world. The trial
measures to be launched only in the IMT Pilot Zone are as follows:
(1) To accelerate the approval of import registration of medical instruments and medicine.
As to those medicine which are imported in a small amount for the clinical purposes by
the medical institutions, applications can be made to the National Regulatory Authority
of the State Council, so that the medicine can be imported for the particular purposes to
be used by the particular medical institutions.
(2) To allow the implementation of medical technology with regard to the Administrative
Measures on Clinical Applications of Medical Technologies and the relevant
requirements in relation to clinical research on medical technologies. The IMT Pilot
Zone may declare the development of frontier medical technology research programmes
such as clinical research on stem cells in accordance to the level of technology.
–9–
(3) Non-public medical institutions and their medical subjects to be operated in the zone
will be subject to the approval by the Ministry of Health. The Ministry of Health may at
the same time approve the large-scale medical instruments, if up to the required
standard, that are required to be equipped by such medical institutions for the reasons of
their medical practices.
(4) A tested measure to extend the licensing period of foreign medical practitioners in the
zone to 3 years.
(5) To allow setting up of medical institutions, which are financed by foreign capital, in the
zone.
(6) To study and lower the taxes imposed on the imported medical instruments and
medicine by the Ministry of Finance of the PRC and the relevant departments.
(7) To increase the expenses on infrastructure in the Hainan Province according to the
needs of development and building of the IMT Pilot Zone.
(8) To support and guide the zone by introducing international organizations on ecological,
medical care and new energy resources, and to hold international conferences. Also, to
explore and establish international organizations on health tourism.
(9) To encourage the zone to explore different channels of financing and attract
investments, to support long-term capital such as insurance funds in China to invest in
the eldercare entity and medical institutions within the ambit of the law and the market
principles.
The Board believes that the aforesaid favourable polices will bring immerse business
potential and generate additional income to the Group through offering international
medical, tourism and commercial services and introducing internationally advanced medical
facilities, institutions and expertise in the IMT Pilot Zone in the PRC.
Reasons for and Benefit of Entering into the Subscription Agreement
The Group is principally engaged in the distribution of branded luxury watches, timepieces
and accessories in Hong Kong, Macau, Taiwan and the PRC. The management of the Group
is determined to look for ways for more effective deployment of its resources and identify
investment opportunities to broaden its earnings base and to enhance its shareholder value.
The Directors believe that the Subscription is in line with the Group’s business strategy to
broaden its earnings base.
By way of the Subscription in the Target Company, the Group is able to participate in the
medical tourism industry in the IMT Pilot Zone, which is the PRC’s first special zone for
medical travel covering by a total of nine supportive policies on healthcare, land, investment
and financing as set out in the section headed ‘‘Preferential medical policies promulgated by
the State Council of the PRC’’ in this announcement. The IMT Pilot Zone will become
China’s first national-level development park featuring international medical and tourism
services, low-carbon eco-communities and concentration of international organizations. It is
planned to develop functions, including (i) experimenting the development of medical
service, health preservation, scientific research and other industries in relation to
– 10 –
international medical tourism; (ii) establishing a model for low-carbon low-emission
ecological environment; and (iii) providing another platform for international cooperation
and exchange on relevant fields.
The Boao Xiaoledao Project will focus on introducing internationally advanced medical
facilities and institutions and afterwards, developing into a world-class resort for medical
service and health preservation and a low-carbon low-emission ecological city conducive to
residence and sustainable development.
In addition, the Target Group has signed a construction, operation, management and service
contract with Fullshare, which is an experienced developer and operator in developing health
and environmental friendly related construction projects, to construct, operate and manage
the Boao Xiaoledao Project. The Board believes the Target Group is able to capitalize on the
expertise and experience of Fullshare to develop the Boao Xiaoledao Project.
Furthermore, the Company and the Target Company has invited Mr. Wu to join the
Company as the Co-chairman and executive Directors to develop the Boao Xiaoledao
Project. The Board believes that Mr. Wu, being the ex-chairman of the Hong Kong Hospital
Authority Board of Directors, a member of the Public Policy Advisory Committee of the
National Health and Family Planning Commission of the PRC, the Principal Advisor for
International Collaboration and member of the Expert Advisory Committee on Reforms and
Development of Chinese Medicine to the State Administration of Traditional Chinese
Medicine of the PRC, an Honorary Professor of Faculty of Medicine of the Chinese
University of Hong Kong shall lead and manage the Boao Xiaoledao Project successfully
and bring in international medical expertise and support to develop the Boao Xiaoledao
Project.
Taking into consideration (i) the immense development potential of the IMT Pilot Zone with
the tremendous support from the PRC government under the unique and distinctive
preferential medical policies; (ii) the full strength support and contribution from Mr. Wu and
Fullshare and (iii) the Subscription being in line with the Group’s strategy to broaden its
earnings base, the Directors are of the view that this is a good opportunity for the Group to
participate in the economic growth of the IMT Pilot Zone and will enable the Group to
widen its operations and tap into opportunities to bring greater returns to the Shareholders
and that the Subscription and the terms of the Subscription Agreement are fair and
reasonable so far as the Company and the Shareholders are concerned and are in the
interests of the Company and the Shareholders as a whole.
Listing Rules Implications on the Subscription
Since the applicable percentage ratios under Rule 14.07 of the Listing Rules exceed 25% but
are less than 100%, the Subscription and the transactions contemplated under the
Subscription Agreement (including the No Profit Options and the Put Option) constitute a
major transaction of the Company and is subject to the reporting, announcement and
shareholders’ approval requirements under the Listing Rules.
– 11 –
GENERAL INFORMATION ON THE PARTIES
Giant Bright
Giant Bright is an indirect wholly-owned subsidiary of the Company and its principal
business is investment holding.
Shanghai Chambow
Shanghai Chambow is principally engaged in investment management, investment and
business consulting.
The Target Company
The Target Company is a company established under the laws of the PRC
liability. The Target Group is principally engaged in offering medical,
commercial series. The Target Company is currently held directly as to 99.9%
Shanghai Chambow and the Minority Shareholder, respectively, as at the
announcement.
with limited
tourism and
and 0.1% by
date of this
The unaudited consolidated net loss of the Target Group for the two years ended 31
December 2013 and 2014 were as follows:
Net loss (before taxation)
Net loss (after taxation)
For the year ended
31 December 2013
(Approximate)
RMB
For the year ended
31 December 2014
(Approximate)
RMB
5,299,000
(equivalent to
approximately
HK$6,616,000)
5,299,000
(equivalent to
approximately
HK$6,616,000)
4,775,000
(equivalent to
approximately
HK$5,962,000)
4,775,000
(equivalent to
approximately
HK$5,962,000)
The unaudited consolidated total asset value and the net asset value of the Target Group as
at 31 December 2014 were approximately RMB860,275,000 (equivalent to approximately
HK$1,074,053,000) and approximately RMB74,667,000 (equivalent to approximately
HK$93,222,000) respectively.
The financial results of the Target Group shall be subject to be audited.
PROPOSED GRANT OF THE OPTIONS
On 27 March 2015, the Company has conditionally agreed to grant to the Grantees an
aggregate of 346,000,000 Options which entitle the Grantees to subscribe for an aggregate
of 346,000,000 Shares, representing approximately 10.00% of the issued share capital of the
Company as at the date of this announcement or 9.09% of the issued share capital of the
– 12 –
Company as enlarged by the Option Shares upon exercise of the Options in full. As two of
the Grantees are executive Directors, and thus connected persons of the Company under the
Listing Rules, the proposed grant of the Options constitutes a connected transaction of the
Company under the Listing Rules.
Option Agreements
Date
27 March 2015
Parties
Grantor
: The Company
Grantees
: Mr. Wu, Mr. Chu, Kingston Chun Ho (‘‘Mr. Chu’’), Ms. Gao Xin (‘‘Ms.
Gao’’) and Mr. Sie Winston (‘‘Mr. Sie’’)
Principal terms of the Options
Date of Grant
27 March 2015 (the ‘‘Date of Grant’’)
Total Number of the Option Shares subject to the Options
Options carrying a right to subscribe for up to a total of 346,000,000 Option Shares. Each
Option shall entitle the holder of it to subscribe for 1 Share.
Option premium and the Exercise Price
The Options shall be granted to the Grantees at a nominal consideration of HK$1 payable by
each Grantee. Pursuant to the Option Agreements, the Company shall grant 138,400,000
Options to Mr. Wu, 103,800,000 Options to Mr. Chu, 51,900,000 Options to Ms. Gao and
51,900,000 Options to Mr. Sie. The Options will carry the right to subscribe for up to
346,000,000 Option Shares at the Exercise Price of HK$0.61 per Share.
The Exercise Price represents:
(a) a discount of approximately 19.74% to the closing price of HK$0.76 per Share as
quoted on the Stock Exchange on the Last Trading Day;
(b) a discount of approximately 6.15% to the average closing price of approximately
HK$0.65 per Share as quoted on the Stock Exchange for the five consecutive trading
days immediately prior to and including the Last Trading Day;
(c) a discount of approximately 1.61% to the average closing price of approximately
HK$0.62 per Share as quoted on the Stock Exchange for the ten consecutive trading
days immediately prior to and including the Last Trading Day; and
– 13 –
(d) a premium of approximately 165.22% over the unaudited consolidated net asset value as
at 30 September 2014 per Share attributable to the Shareholders of approximately
HK$0.23.
The Exercise Price was arrived at after arm’s length negotiations between the Company and
the Grantees with reference to the market condition and the prevailing market price of the
Shares. The Directors (excluding the independent non-executive Directors whose opinion
will be provided after reviewing the letter of advice from the Independent Financial Adviser
and Mr. Wu and Mr. Chu who have abstained from voting) consider the Exercise Price to be
fair and reasonable.
Conditions of the grant of the Options
The grant of the Options shall be subject to satisfaction of the following conditions (the
‘‘Grant Conditions’’):
(a) completion of the Subscription Agreement;
(b) approval of the shareholders of the Company of the grant of the Options contemplated
under the Option Agreements in accordance with the Listing Rules;
(c) the listing committee of the Stock Exchange granting the listing of, and the permission
to deal in, the Option Shares; and
(d) all necessary consents and approvals (if any) to be obtained by the Company in
accordance with Chapter 15 of the Listing Rules in respect of the grant and exercise of
the Options having been obtained.
If any of the Grant Conditions is not satisfied on or before the 120th day of the Date of
Grant or such later date as may be approved by the Board, the Offer of the grant of the
Options shall lapse.
Exercise period
Subject to satisfaction of the Grant Conditions, the Options for the following Grantees may
be exercised during the period of 36 months from and including the Effective Date (the
‘‘Option Period’’) in the following manner:
With respect to 138,400,000 Options granted to Mr. Wu:
(a) up to 69,200,000 Options (‘‘Wu’s First Batch Options’’) may be exercised at any time
during the period from the Effective Date to the expiry of the Option Period (both dates
inclusive);
(b) up to 34,600,000 Options (excluding Wu’s First Batch Options) (‘‘Wu’s Second Batch
Options’’) may be exercised at any time during the period from the first anniversary of
the Effective Date to the expiry of the Option Period (both dates inclusive); and
– 14 –
(c) up to 34,600,000 Options (excluding the Wu’s First Batch Options and Wu’s Second
Batch Options) may be exercised at any time during the period from the second
anniversary of the Effective Date to the expiry of the Option Period (both dates
inclusive).
With respect to 103,800,000 Options granted to Mr. Chu:
(a) up to 34,600,000 Options (‘‘Chu’s First Batch Options’’) may be exercised at any time
during the period from the Effective Date to the expiry of the Option Period (both dates
inclusive);
(b) up to 34,600,000 Options (excluding Chu’s First Batch Options) may be exercised at
any time during the period from the first anniversary of the Effective Date to the expiry
of the Option Period (both dates inclusive); and
(c) up to 34,600,000 Options (excluding Mr. Chu’s First Batch Options and Chu’s Second
Batch Options) may be exercised at any time during the period from the second
anniversary of the Effective Date to the expiry of the Option Period (both dates
inclusive).
With respect to 51,900,000 Options granted to Ms. Gao:
(a) up to 17,300,000 Options (‘‘Gao’s First Batch Options’’) may be exercised at any time
during the period from the Effective Date to the expiry of the Option Period (both dates
inclusive);
(b) up to 17,300,000 Options (excluding Gao’s First Batch Options) may be exercised at
any time during the period from the first anniversary of the Effective Date to the expiry
of the Option Period (both dates inclusive); and
(c) up to 17,300,000 Options (excluding Ms. Gao’s First Batch Options and Gao’s Second
Batch Options) may be exercised at any time during the period from the second
anniversary of the Effective Date to the expiry of the Option Period (both dates
inclusive).
With respect to 51,900,000 Options granted to Mr. Sie:
(a) up to 17,300,000 Options (‘‘Sie’s First Batch Options’’) may be exercised at any time
during the period from the Effective Date to the expiry of the Option Period (both dates
inclusive);
(b) up to 17,300,000 Options (excluding Sie’s First Batch Options) (‘‘Sie’s Second Batch
Options’’) may be exercised at any time during the period from the first anniversary of
the Effective Date to the expiry of the Option Period (both dates inclusive); and
(c) up to 17,300,000 Options (excluding Sie’s First Batch Options and Sie’s Second Batch
Options) may be exercised at any time during the period from the second anniversary of
the Effective Date to the expiry of the Option Period (both dates inclusive).
Options not exercised within the Option Period will automatically lapse.
– 15 –
Lock-up
With respect to any Option Shares allotted and issued upon exercise of any of Wu’s First
Batch Options, Mr. Chu’s First Batch Options, Ms. Gao’s First Batch Options and Mr. Sie’s
First Batch Options (the ‘‘Relevant Shares’’), each Grantee shall undertake that, for a
period of 180 days from and including the date of the allotment and issue of the Relevant
Shares, he or she shall not and shall procure that none of his or her nominees and any
person acting on his or her behalf shall (except with the prior written approval of the
Company) (a) issue, offer, sell, transfer, contract to sell or otherwise dispose of, or grant
options, issue warrants or offer rights entitling persons to subscribe for or purchase any
interest, in any Relevant Shares or any securities convertible into, exchangeable for or which
carry rights to subscribe for or purchase the Relevant Shares or other instruments
representing interests in the Relevant Shares, (b) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of the ownership of the
Relevant Shares, (c) enter into any transaction with the same economic effect as, or which is
designed to, or which may reasonably be expected to result in, or agree to do, any of the
foregoing, whether any such transaction of the kind described in (a), (b) or (c) is to be
settled by delivery of Relevant Shares or other securities, in cash or otherwise or (d)
announce or otherwise make public an intention to do any of the foregoing.
Transferability of the Options
No Option is transferable. Holders of the Options shall not cause or permit anything to be
done, to dispose of, pledge, mortgage, charge, create (or cause to be created) any lien,
option, right of pre-emption or other encumbrance or third party right upon, or otherwise
deal with, the Options at any time.
Lapse of Options
The Options shall lapse automatically and not be exercisable (to the extent not already
exercised) on the earliest of:
(a) the expiry of the Option Period;
(b) the expiry of the period of 14 days after the date on which a general offer to all the
holders of Shares becomes or is declared unconditional;
(c) the date on which the scheme of arrangement of the Company as described under the
Options Agreement becomes effective;
(d) the date of commencement of the winding up of the Company;
(e) the date on which the relevant Grantee ceases to be an eligible participant (including
ceasing to be an employee or consultant of the Company) for whatever reason; and
(f) the date on which the Board shall exercise the Company’s right to cancel the Option at
any time after the Grantee transfers the Options in breach of the terms of the Options or
the Options are cancelled in accordance with the terms of the Options.
– 16 –
Ranking of the Option Shares
The Option Shares to be issued upon exercise of the Option will rank, upon issue, pari passu
in all respects with the Shares in issue on the date of issue and allotment of the Option
Shares.
Effects on Shareholding Structure
The existing shareholding structure of the Company and the effect on the shareholding
structure of the Company upon exercise of the Options is set out as below:
Shareholders
Immediately before exercise of
the Options in full
Immediately after exercise
of the Options in full
Approximate
% of the of the
issued share
capital of the
Company as
enlarged by
the Option
Shares upon
Number of exercise of the
Shares Options in full
Number of
Shares
Approximate
% of the
issued share
capital of the
Company
Sincere Watch Limited
(Note 1)
Mrs. Chu Yuet Wah (Note 2)
1,530,000,000
265,000,000
44.22
7.66
1,530,000,000
265,000,000
40.20
6.96
Sub-total
1,795,000,000
51.88
1,795,000,000
47.16
Grantees
Other public Shareholders
—
1,665,000,000
—
48.12
346,000,000
1,665,000,000
9.09
43.75
Total
3,460,000,000
100.00
3,806,000,000
100.00
Notes:
1.
These Shares are held by Sincere Watch Limited, the entire issued share capital of which is whollyowned by Be Bright Limited, which is wholly and beneficially owned by Mrs. Chu Yuet Wah.
2.
Mrs. Chu Yuet Wah is the chairman and executive Director.
3.
The Grantees are Mr. Wu, Mr. Chu, Ms. Gao and Mr. Sie, who owns 138,400,000 Options, 103,800,000
Options, 51,900,000 Options and 51,900,000 Options, respectively. Mr. Wu and Mr. Chu are the
executive Directors.
4.
The percentages are subject to rounding difference, if any.
– 17 –
Information on the Grantees
Mr. Wu Ting Yuk, Anthony (胡定旭)
Mr. Wu has been appointed as executive Director and Co-chairman of the Board with effect
from 27 March 2015. Details of Mr. Wu’s biographies have been set out in the section
headed ‘‘Appointment of executive Director and Co-chairman of the Board’’ in this
announcement.
Mr. Chu, Kingston Chun Ho (朱俊浩)
Mr. Chu is currently Vice Chairman, Managing Director and executive Director of the
Company. He has been appointed as executive Director of the Company since 29 May 2012,
and the Vice Chairman and Managing Director of the Company since 13 July 2012. Mr. Chu
has been a director of Sincere Watch Limited, the immediate holding company of the
Company since 21 May 2012 and is also a director of a number of the Company’s
subsidiaries. Mr. Chu is a Member of Guangxi Committee of The Chinese People’s Political
Consultative Conference, Vice President of Hong Kong CPPCC Youth Association, Vice
President of Federation of HK Guangxi Community Organisations, Honorary Chairman of
Hong Kong Guangxi Youth Organisations, Director of Hong Kong Securities Association
and The Federation of Hong Kong Watch Trades & Industries.
Ms. Gao Xin (高昕)
Ms. Gao is a consultant of the Target Group. She founded China Economic and has been
president of China Economic since July 2009.
Mr. Sie, Winston (薛煒森)
Mr. Sie is a consultant of the Target Group. He is currently a partner of China Economic,
responsible for equity investment fund business. He is a senior banker who had experience
working at various departments (including the areas of financing and derivative markets) at
J.P. Morgan.
Reasons for and Benefit of Entering into the Option Agreement
The grant of the Options to the Grantee is to provide incentive for and to reward the
contribution or potential contribution of the Grantees in relation to the Company’s
investment in the Boao Xiaoledao Project.
Assuming the exercise in full of the 346,000,000 Options at the initial Exercise Price of
HK$0.61 per Option Share (subject to adjustments), the gross proceeds and estimated net
proceeds from the exercise of the Options are approximately HK$211.06 million and
approximately HK$210.00 million respectively. The Board intends to apply the net proceeds
from the exercise of the Options for general working capital of the the Boao Xiaoledao
Project.
– 18 –
The Directors (excluding the independent non-executive Directors whose opinion will be
provided after reviewing the letter from advice from the Independent Financial Adviser and
Mr. Wu and Mr. Chu who abstained from voting) are of the view that given the substantial
experience of the Grantees and their expected contribution to the Target Group, the proposed
grant of the Options is in the interests of the Company and the Shareholders as a whole and
the terms of the Option Agreement are fair and reasonable so far as the Independent
Shareholders are concerned.
Listing Rules Implications on the Proposed Grant of the Options
As two of the Grantees, namely Mr. Wu and Mr. Chu are executive Directors, and thus
connected persons of the Company under the Listing Rules, the proposed grant of the
Options to them constitutes a connected transaction of the Company under the Listing Rules.
The Option Shares will be allotted and issued by the Company under the Specific Mandate.
An application will be made to the Stock Exchange for the listing of, and the permission to
deal in, the Option Shares.
Fund Raising Activities of the Company in the Last Twelve Months
The Company has conducted the following equity fund raising activities in the past twelve
months immediately before the date of this announcement:
Date of initial
announcement
Event
Net proceeds
(Approximately)
Intended use of proceeds
Actual use of proceeds as at the
date of this announcement
4 March 2014
Rights Issue
HK$118.2 million
(i)
Approximately HK$29.6
million for the development
of its existing business
(i)
(ii)
Approximately HK$88.6
(ii)
million for investment
opportunities as may be
identified from time to time
and/or general working
capital of the Group
6 August 2014
Placing of new HK$104.9 million
Shares
For general working capital of the
Group for supporting the
continuous expansion of the
Group’s distribution network and
marketing and branding activities
Approximately HK$9.3
million was applied for
business development and
the balance of
approximately HK$20.3
million is currently placed
as time deposits at bank for
intended use in future
Approximately HK$88.6
million was applied for
general working capital
As to approximately HK$86.3
million has been used for general
working capital and the balance of
approximately HK$18.6 million is
currently placed as time deposits
at bank for intended use in future
Save as disclosed above, as at the date of this announcement, the Company has not
conducted any equity fund raising exercises in the past twelve months immediately
preceding the date of this announcement.
– 19 –
GENERAL
The EGM will be convened and held to consider and, if thought fit, approve, among others,
the Subscription and the transactions contemplated thereunder (including the No Profit
Options and the Put Option) and the proposed grant of Options. A circular containing,
amongst other things, (i) further information about the Subscription Agreement; (ii) further
information about the proposed grant of the Options; (iii) and the Option Agreement and the
transactions contemplated thereunder; (ii) a letter of advice from the Independent Board
Committee to the Independent Shareholders on the terms of the Option Agreement and the
transactions contemplated thereunder; (iv) a letter of advice from the Independent Financial
Adviser to the Independent Board Committee and the Independent Shareholders on the terms
of the Option Agreement and the transactions contemplated thereunder; and (v) the notice of
the EGM will be despatched to the Shareholders. As it is expected that additional time will
be required to prepare the relevant information (including, among others, the financial
information of the Group and Target Company) to be included in the circular, the Company
expects to despatch of the circular by no later than 30 April 2015.
APPOINTMENT OF EXECUTIVE DIRECTOR AND CO-CHAIRMAN OF THE
BOARD
The Board announces that with effect from 27 March 2015, Mr. Wu Ting Yuk, Anthony will
be appointed as an executive Director and Co-chairman of the Board.
Mr. Wu, GBS, JP, aged 61, is a member of Standing Committee of the 12th Chinese
People’s Political Consultative Conference National Committee. Mr. Wu was formerly the
chairman of the Hong Kong Hospital Authority and chairman of Far East and China of Ernst
& Young. He also served as the chairman, and is currently a director of the Hong Kong
General Chamber of Commerce. He is also a member of the Public Policy Advisory
Committee of the National Health and Family Planning Commission of the People’s
Republic of China, the Principal Advisor for International Collaboration and member of the
Expert Advisory Committee on Reforms and Development of Chinese Medicine to the State
Administration of Traditional Chinese Medicine of the People’s Republic of China, Chief
Advisor to the Bank of Tokyo- Mitsubishi UFJ, Ltd., the Chairman of China Oxford
Scholarship Fund and an Honorary Professor of Faculty of Medicine of the Chinese
University of Hong Kong. Mr. Wu is an independent non-executive director of Power Assets
Holdings Limited (stock code: 00006), Agricultural Bank of China Limited (stock code:
01288), Guangdong Investment Limited (stock code: 00270) and China Taiping Insurance
Holdings Company Limited (stock code: 00966), all of which are companies listed on the
Main Board of The Stock Exchange of Hong Kong Limited. He is a Fellow of the Institute
of Chartered Accountants in England and Wales and an Honorary Fellow of Hong Kong
College of Community Medicine.
On 24 December 2013, the Disciplinary Committee of the Hong Kong Institute of Certified
Public Accountants (the ‘‘Institute’’) has found Mr. Wu failed to observe, maintain or
otherwise apply the independence requirements of the Institute in preserving the appearance
of independence by acting as a Financial Advisor to a non-listed company whilst also a
senior partner of Ernst & Young who were auditors of such company in respect of the
financial years ended 31 December 1995 to 31 December 1997, and also being a deemed
auditor under the Companies Ordinance, to be a professional misconduct. Mr. Wu was
– 20 –
ordered to pay a penalty of HK$250,000, name removed from the Register for a period of
two years from 23 July 2014 and together with Ernst & Young and other respondent costs of
HK$2,000,000.
According to the service contract to be entered into between, among others, the Company
and Mr. Wu, the appointments will become effective from 27 March 2015, for a term of
three years. Pursuant to the articles of association of the Company (the ‘‘Articles of
Association’’), Mr. Wu shall hold office only until the next following annual general
meeting of the Company and shall be eligible for re-election, thereafter shall be subject to
retirement by rotation and shall be eligible for re-election at annual general meetings of the
Company. Mr. Wu will be entitled to a sign-on bonus of HK$15,000,000 to be payable by
the Target Company within 7 days of the approval of the joint venture structure of the
Target Company by the Ministry of Commerce of the PRC. The amount of director’s fee of
Mr. Wu is HK$10,000,000 per annum, subject to an annual increment at least 10% of the
annual salary, and discretionary bonus as may be determined by the Target Company subject
to the consent of Shanghai Chambow and the Company. The emolument of Mr. Wu was
recommended by Remuneration Committee with reference to, among other things, his
experience, duties and responsibilities.
Save as disclosed above, Mr. Wu does not, and has not had other directorships held in the
last three years in public companies the securities of which are listed on any securities
market in Hong Kong or overseas, nor any other major appointments and professional
qualifications. Mr. Wu does not have any relationship with any other directors, senior
management or substantial or controlling shareholders of the Company. As at the date of this
announcement, Mr. Wu does not have any interest in the shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong) (the ‘‘SFO’’). However, pursuant to the Service Contract, Mr. Wu will be
interested in 138,400,000 underlying shares of the Company in respect of the Options to be
granted by the Company, representing approximately 4% of the existing issued ordinary
share capital of the Company, and is entitled to subscribe for share options representing 1%
of the issued ordinary share capital of the Company on an annual basis.
Save as disclosed above, there is no other information concerning the re-election which is
required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is
no other matter that needs to be brought to the attention of the shareholders of the Company.
UNUSUAL PRICE AND TRADING VOLUME MOVEMENTS
The Board has noted the recent increases in the price and trading volume of the Shares.
Having made such enquiry with respect to the Company as is reasonable in the
circumstances, save as disclosed below, the Board confirms that it is not aware of any
reasons for such price and volume movements or of any information which must be
announced to avoid a false market in the Shares or of any inside information that needs to
be disclosed under Part XIVA of the SFO.
– 21 –
RESUMPTION OF TRADING
Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 26
March 2015 at the request of the Company pending the release of this announcement. An
application has been made to the Stock Exchange for the resumption of trading in the Shares
with effect from 9:00 a.m. on 30 March 2015.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following words and
expressions shall have the meaning ascribed to them below:
‘‘Boao Xiaoledao Project’’
an international medical, tourism and commercial related
development project carried out in Xiaoledao (小樂島)
located at in the IMT Pilot Zone
‘‘Board’’
the board of directors of the Company
‘‘China Economic’’
China Economic International Asset Management Co., Ltd.
(中經貿資產管理有限公司), a limited liability company
established in the PRC and is interested in 30% of the
equity interests of Shanghai Chambow as at the date of this
announcement
‘‘Company’’
Sincere Watch (Hong Kong) Limited, a company
incorporated in the Cayman Islands with limited liability
and the issued ordinary shares of which are listed on the
Main Board of the Stock Exchange (stock code: 00444)
‘‘Completion Date’’
a date falling within 15 business days upon all conditions
precedent under the Subscription Agreement have been
satisfied or waived (as the case may be), or such other date
as determined by all parties in writing
‘‘connected persons’’
having the meaning ascribed to such term in the Listing
Rules
‘‘Director(s)’’
the directors of the Company
‘‘Effective Date’’
the date on which the last of the Grant Conditions is
satisfied
‘‘EGM’’
the extraordinary general meeting of the Company to be
held to approve, among other things, the Subscription
Agreement (including the No Profit Options and the Put
Options) and the transactions contemplated thereunder and
the proposed grant of the Options
– 22 –
‘‘Equity Pledge Agreement’’
the equity pledge agreement to be entered into among Giant
Bright, Shanghai Chambow and the Target Company in
respect of all present and future equity interests in the
Target Company held or to be held by Shanghai Chambow
(including present registered capital and any future
registered capital and its rights and benefits) following
completion of the Subscription to secure the obligations of
Shanghai Chambow and the Target Company under the
Subscription Agreement
‘‘Exercise Price’’
HK$0.61 per Option Share
‘‘Existing Shareholders’’
Shanghai Chambow and the Minority Shareholder
‘‘Fullshare’’
Fullshare Holdings Limited, a company incorporated in the
Cayman Islands with limited liability and the issued
ordinary shares of which are listed on the Main Board of
the Stock Exchange (stock code: 00607)
‘‘Giant Bright’’
Giant Bright Holdings Limited, a company incorporated in
Hong Kong with limited liability and is an indirect whollyowned subsidiary of the Company as at the date of this
announcement
‘‘Grantees’’
collectively Mr. Wu Ting Yuk, Anthony, Mr. Chu, Kingston
Chun Ho, Mr. Gao Xin and Mr. Sie Winston
‘‘Group’’
the Company and its subsidiaries
‘‘Independent Board
Committee’’
an independent committee of the board of the Company
comprising all the independent non-executive Directors
established for the purpose of advising the Independent
Shareholders on the Option Agreement and the transactions
contemplated thereunder
‘‘Independent Financial
Adviser’’
an independent financial adviser to be appointed to advise to
the Independent Board Committee and the Independent
Shareholders on the proposed grant of the Options
‘‘Joint Venture Agreement’’
the joint venture agreement dated 27 March 2015 entered
into between Giant Bright, Shanghai Chambow and the
Minority Shareholder in relation to, among other matters,
the rights and obligations of the joint venture parties of the
Target Company
‘‘HK$’’
Hong Kong dollar, the lawful currency of Hong Kong
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the PRC
‘‘IMT Pilot Zone’’
Hainan Boao Lecheng International Medical & Tourism
Pilot Zone* (海南博鰲樂城國際醫療旅遊先行區項目)
– 23 –
‘‘Independent Shareholder(s)’’
Shareholders other than those who are required to abstain
from voting under the Listing Rules or other applicable laws
and regulations
‘‘Last Trading Day’’
25 March 2015, being the last trading day for the Shares
prior to the publication of this announcement
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on the Stock
Exchange
‘‘Long-Stop Date’’
a date falling on the 120th day after the date of the
Subscription Agreement
‘‘Minority Shareholder’’
a PRC national who is interested in 0.1% of the equity
interests of the Target Company as at the date of this
announcement
‘‘Mr. Jiang’’
Mr. Jiang Xiaosong, an individual who resides in the PRC
‘‘Mr. Wu’’
Mr. Wu Ting Yuk, Anthony, the executive Director and Cochairman of the Company and one of the Grantees
‘‘Operation Agreement’’
the project entrustment contract entered into on 27 March
2015 by the Target Company and Fullshare in respect of the
provision of construction, operation management and
services to the Project by Fullshare to the Target Company
‘‘Option(s)’’
options carrying rights to subscribe for up to a total of
346,000,000 Option Shares to be granted by the Company
to the Grantees subject to the Option Conditions
‘‘Option Agreement’’
a letter of grant agreement dated 27 March 2015 entered
into by the Company with each of the Grantees
‘‘Option Condition(s)
the terms and conditions of the Options
‘‘Option Share(s)’’
an aggregate of up to 346,000,000 new Shares to be allotted
and issued by the Company following the exercise of the
Options
‘‘PRC’’
the People’s Republic of China, which for the purpose of
this announcement only, excludes Hong Kong, the Macau
Special Administrative Region of the PRC and Taiwan
‘‘Properties’’
the properties as set out under the section‘‘The Properties’’
in this announcement that the Target Company holds,
including the ten Land Use Right Certificates (Hai Guo
Yong (2013) No. 3487, 3488, 3489, 3490, 3491, 3492,
3493, 3494, 3495, 3496) in Xiaoledao, Boao Town,
Qionghai City (瓊海市博鰲樂城島)
‘‘RMB’’
Renminbi, the lawful currency of the PRC
– 24 –
‘‘SASAC’’
the State-owned Assets Supervision and Administration
Commission of the State Counsel of the PRC
‘‘SFO’’
Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong) as amended from time to time
‘‘Shanghai Chambow’’
上海千博投資管理有限公司
(Shanghai
Chambow
Investment Management Company Limited*), a limited
liability company established in the PRC and is interested
in 99.9% of the equity interests of the Target Company as at
the date of this announcement
‘‘Shareholders’’
holders of the issued Shares
‘‘Shares’’
ordinary share(s) of HK$0.02 each in the share capital of
the Company
‘‘Specific Mandate’’
the specific mandate to be sought at the EGM for the
Directors to issue and allot the Option Shares
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘Subscription’’
the subscription of 49% equity interests in the Target
Company by way of capital injection by Giant Bright
pursuant to the terms and conditions under the Subscription
Agreement
‘‘Subscription Agreement’’
an agreement dated 27 March 2015 entered into between,
among others, Giant Bright and the Existing Shareholders in
relation to the Subscription
‘‘Target Company’’
海南千博樂城開發有限公司 (Hainan Chambow Lecheng
Development Limited*), a limited liability company
established in the PRC, which equity is held directly as to
99.9% and 0.1% by Shanghai Chambow and the Minority
Shareholder, respectively, as at the date of this
announcement
‘‘Target Group’’
the Target and its subsidiaries
‘‘Third Party Guarantee’’
the guarantee provided by the Target Company to two third
party creditors to jointly and severally guarantee the
payment obligations and liabilities in connection with Mr.
Jiang’s Debt
‘‘Warrantors’’
the Target Company and Shanghai Chambow
– 25 –
In this announcement, unless otherwise indicated, amounts in RMB have been converted into
HK$ at the rate of RMB1 = HK$1.2485 for purpose of illustration only and does not
constitute a representation that any amount has been, could have been or may be converted.
*
The English name is a translation of its Chinese name and is included for identification purposes only.
By Order of the Board
Sincere Watch (Hong Kong) Limited
Chu Yuet Wah
Chairman
Hong Kong, 27 March 2015
As at the date of the announcement, the Executive Directors are Mrs. Chu Yuet Wah
(Chairman), Mr. Wu Ting Yuk, Anthony (Co-Chairman) and Mr. Chu, Kingston Chun Ho
(Vice Chairman and Managing Director); and the Independent Non-executive Directors are
Mr. Lau Man Tak, Ms. Lo Miu Sheung, Betty and Dr. Wong Yun Kuen.
– 26 –