(I) PLACING OF NEW SHARES UNDER GENERAL MANDATE

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 appears for information purpose 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)
(I) PLACING OF NEW SHARES UNDER GENERAL MANDATE;
(II) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE;
(III) ADOPTION OF SHARE OPTION SCHEME;
AND
(IV) CLARIFICATION ON THE ANNOUNCEMENT OF
THE COMPANY DATED 27 MARCH 2015
Placing Agent
THE PLACING AGREEMENTS
On 29 March 2015, the Company and the Placing Agent entered into the following
Placing Agreements:
(1) pursuant to the GM Placing Agreement, the Company has conditionally agreed to
place through the Placing Agent, on a best efforts basis, up to 692,000,000 GM
Placing Shares, to not fewer than six Placees who and whose beneficial owners are
Independent Third Parties and not acting in concert with the connected persons of the
Company at a price of HK$0.61 per GM Placing Share. The GM Placing Shares will
be allotted and issued pursuant to the General Mandate; and
–1–
(2) pursuant to the SM Placing Agreement, the Company has conditionally agreed to
place through the Placing Agent, on a best efforts basis, up to 692,000,000 SM
Placing Shares, to not fewer than six Placees who and whose beneficial owners are
Independent Third Parties and not acting in concert with the connected persons of the
Company at a price of HK$0.61 per SM Placing Share. The SM Placing Shares will
be allotted and issued pursuant to the Specific Mandate.
The GM Placing and the SM Placing are not inter-conditional.
Completion of the GM Placing and the SM Placing are subject to the satisfaction or
waiver of all the conditions precedent as set out in the paragraphs headed ‘‘Conditions of
the GM Placing Agreement’’ and ‘‘Conditions of the SM Placing Agreement’’
respectively.
The Placing Shares
The maximum number of 692,000,000 GM Placing Shares and 692,000,000 SM Placing
Shares represent 20% and 20% of the existing issued share capital of the Company as at
the date of this announcement respectively. The maximum number of 1,384,000,000
Placing Shares represents 28.58% of the existing issued share capital of the Company as
enlarged by the Placings (assuming both the GM Placing and the SM Placing are
completed in full).
Use of proceeds from the Placings
The maximum gross and net proceeds from the GM Placing are estimated to be
approximately HK$422.12 million and approximately HK$413.50 million respectively
(representing a net issue of price of approximately HK$0.60 per GM Placing Share) and
the maximum gross and net proceeds from the SM Placing are estimated to be
approximately HK$422.12 million and approximately HK$413.50 million respectively
(representing a net issue price of approximately HK$0.60 per SM Placing Share). It is
expected that the entire net proceeds from the Placings will be used for (i) the
Subscription and (ii) the development of and general working capital for the Boao
Xiaoledao Project.
EGM
The SM Placing will be subject to Shareholders’ approval. The EGM will be convened
and held for the Shareholders to consider, and if thought fit, to approve, among other
matters, the SM Placing Agreement and the transactions contemplated thereunder,
including the grant of a specific mandate for the allotment and issue of the SM Placing
Shares. The votes of the Shareholders regarding the resolution for approval of the SM
Placing Agreement and the transactions contemplated thereunder will be taken by way of
poll at the EGM.
To the best of the Directors’ knowledge, information and belief, no Shareholder is
required to abstain from voting at the EGM in respect of the resolution(s) relating to the
SM Placing. A circular containing, among other matters, further details of the SM Placing,
the notice convening the EGM and a related form of proxy, is expected to be despatched
to the Shareholders as soon as practicable.
–2–
General
Kingston Securities, being the Placing Agent, is an indirect wholly-owned subsidiary of
Kingston. (i) Mrs. Chu, being the common controlling shareholder and executive director
of the Company and Kingston; and (ii) Mr. Chu, who is an executive director, the vice
chairman and managing director of the Company, being the son of Mrs. Chu, are
considered to be interested in the resolution in respect of Kingston Securities acting as the
Placing Agent. Both of them have abstained from voting on the resolution at the Board
meeting in respect of the appointment of Kingston Securities acting as the Placing Agent
for the Placings (‘‘Placing Agent Resolution’’). Given Mrs. Chu is a common controlling
shareholder and executive director of the Company and Kingston, Kingston Securities is a
connected person of the Company under the Listing Rules and the services provided by
Kingston Securities constitute continuing connected transactions of the Company and
Kingston.
The maximum placing commission payable of HK$16,884,800 to Kingston Securities by
the Company in respect of the Placings is on normal commercial terms and is within the
annual cap for provision of the financial services by the Kingston Group to the Group of
HK$20,000,000 for the period up to 31 March 2016 as stated in the Company’s
announcement dated 13 August 2013.
Since completion of each of the GM Placing and the SM Placing is subject to the
fulfilment or waiver of the conditions as set out in the GM Placing Agreement and
the SM Placing Agreement respectively, each of the GM Placing and the SM Placing
may or may not proceed. Shareholders and potential investors are reminded to
exercise caution when dealing in the Shares.
ADOPTION OF SHARE OPTION SCHEME
In order to provide the Company with flexibility of granting share options to the eligible
participants as incentives and rewards for their contribution or potential contribution of
the eligible participants to the Company and/or its subsidiaries, the Board proposes to
adopt a share option scheme in accordance with Chapter 17 of the Listing Rules. An
ordinary resolution will be proposed at the EGM to seek the approval of the Shareholders
for the adoption of the share option scheme.
CLARIFICATION ON THE ANNOUNCEMENT OF THE COMPANY DATED 27
MARCH 2015
Reference is made to the Announcement. Clarification is made in respect of certain
contexts in the Chinese translation of the Announcement and a typo on the English
version of the Announcement.
–3–
THE PLACING AGREEMENTS
On 29 March 2015, the Company entered into the GM Placing Agreement and the SM
Placing Agreement with the Placing Agent for the placing of a maximum of 692,000,000
GM Placing Shares and 692,000,000 SM Placing Shares respectively at the Placing Price of
HK$0.61 per GM Placing Share and SM Placing Share. The principal terms and conditions
of the GM Placing Agreement and the SM Placing Agreement are set out below.
THE GM PLACING AGREEMENT
Date
29 March 2015
Issuer
The Company
Placing Agent
Kingston Securities Limited, a licensed corporation to carry out Type 1 (dealing in
securities) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong).
The Placing Agent has conditionally agreed to place up to 692,000,000 GM Placing Shares
on a best efforts basis. The Placing Agent will be entitled to receive a commission of 2.00%
of the amount equal to the Placing Price multiplied by the actual number of the GM Placing
Shares successfully placed by the Placing Agent. The placing commission was arrived at
after arm’s length negotiations between the Company and the Placing Agent under normal
commercial terms and with reference to the prevailing market conditions.
The Placing Agent is an indirectly wholly-owned subsidiary of Kingston. Mrs. Chu is a
common controlling shareholder and executive director of the Company and Kingston.
Therefore, the Placing Agent is a connected person of the Company under the Listing Rules.
Placees
The Placing Agent will place the GM Placing Shares to currently expected not fewer than
six Placees (who are independent professional, institutional or other investors), who and
whose ultimate beneficial owner(s) are Independent Third Parties. If any of the Placees
becomes a substantial Shareholder (as defined under the Listing Rules) after completion of
the GM Placing, a further announcement will be made by the Company.
–4–
Number of GM Placing Shares
Assuming that there will be no change in the issued share capital of the Company between
the date of this announcement and the completion of the GM Placing, the 692,000,000 GM
Placing Shares under the GM Placing represent (i) 20.00% of the existing issued share
capital of the Company of 3,460,000,000 Shares as at the date of this announcement; (ii)
approximately 16.67% of the issued share capital of the Company as enlarged by the
allotment and issue of the GM Placing Shares (assuming only the GM Placing is completed
in full); and (iii) approximately 14.29% of the issued share capital of the Company as
enlarged by the allotment and issue of the GM Placing Shares and the SM Placing Shares
(assuming both of the GM Placing and SM Placing are completed in full). The aggregate
nominal value of the GM Placing Shares under the GM Placing will be HK$13,840,000.
Ranking of GM Placing Shares
The GM Placing Shares under the GM Placing will rank, upon issue, pari passu in all
respects with the Shares in issue on the date of allotment and issue of the GM Placing
Shares.
Placing Price
The Placing Price of HK$0.61 per GM Placing Share represents:
(i)
a discount of approximately 19.74% to the closing price of HK$0.76 per Share as
quoted on the Stock Exchange on 25 March 2015, being the last trading day
immediately prior to the date of the GM Placing Agreement; and
(ii) a discount of approximately 6.15% to the average closing price of HK$0.65 per Share
as quoted on the Stock Exchange for the five consecutive trading days of the Shares
immediately prior to the date of the GM Placing Agreement.
The Placing Price was determined after arm’s length negotiation between the Company and
the Placing Agent with reference to the prevailing market prices of the Shares and the
capital requirement for the Subscription and the future business development of the Boao
Xiaoledao Project. The Directors consider that the terms of the GM Placing Agreement
(including the Placing Price and the placing commission) are fair and reasonable based on
the current market conditions and in the interests of the Company and the Shareholders as a
whole.
Proceeds from the GM Placing
Assuming all the GM Placing Shares to be placed under the GM Placing Agreement have
been placed, the gross proceeds from the GM Placing will be approximately HK$422.12
million and the net proceeds will be approximately HK$413.50 million (after deduction of
commission and other expenses of the GM Placing). On such basis, the net issue price will
be approximately HK$0.60 per GM Placing Share.
–5–
General Mandate to Allot and Issue the GM Placing Shares
The GM Placing Shares will be issued under the General Mandate to allot, issue and deal
with Shares granted to the Directors by resolution of the Shareholders passed at the AGM
subject to the limit up to 20% of the then issued share capital of the Company of
692,000,000 Old Shares as at the date of the AGM. Upon the Share Subdivision became
effective on 2 September 2014, under the General Mandate, the Company is authorised to
issue up to 692,000,000 Shares. Up to the date of this announcement, no Share has been
issued under the General Mandate. Accordingly, the issue of the GM Placing Shares is not
subject to the approval of the Shareholders.
Conditions of the GM Placing Agreement
Completion of the GM Placing Agreement is conditional upon:
(i)
the Listing Committee of the Stock Exchange granting or agreeing to grant the listing
of, and permission to deal in, the GM Placing Shares under the GM Placing; and
(ii) the obligations of the Placing Agent under the GM Placing Agreement not being
terminated in accordance with the terms of the GM Placing Agreement, including
provisions regarding force majeure events.
Completion of the GM Placing
Completion of the GM Placing, in any event, will take place within four business days after
the fulfillment of the conditions as set out in paragraph headed ‘‘Conditions of the GM
Placing Agreement’’ above or such other date to be agreed between the Company and the
Placing Agent in writing (the ‘‘GM Completion Date’’). If the above conditions are not
satisfied and/or waived (other than condition (i) above, which cannot be waived) in whole or
in part by the Placing Agent on or before 5:00 p.m. on 15 April 2015 or such later date to
be agreed between the Company and the Placing Agent in writing, the GM Placing will be
terminated and the GM Placing will not proceed and all obligations and liabilities of the
parties hereunder will forthwith cease and determine and no party will have any claim
against the others (save for any antecedent breaches hereof).
Termination and force majeure
The Placing Agent may terminate the GM Placing Agreement by notice in writing prior to
9:00 a.m. on the GM Completion Date, if in the absolute opinion of the Placing Agent, the
success of the GM Placing would be materially and adversely affected by any force majeure
events:
(a) the introduction of any new laws or regulations or any change in existing laws or
regulations (or the judicial interpretation thereof) or other occurrence of any nature
whatsoever which may, in the absolute opinion of the Placing Agent, materially and
adversely affect the business or the financial or trading position or prospects of the
Group as a whole; or
–6–
(b) the occurrence of any local, national or international event or change (whether or not
forming part of a series of events or changes occurring or continuing before and/or after
the date of the GM Placing Agreement) of a political, military, financial, economic,
currency (including a change in the system under which the value of the Hong Kong
currency is linked to the currency of the United States of America) or other nature
(whether or not sui generis with any of the foregoing), or in the nature of any local,
national, international outbreak or escalation of hostilities or armed conflict, or affecting
local securities market or the occurrence of any combination of circumstances which
may, in the absolute opinion of the Placing Agent, materially and adversely affect the
business or the financial or trading position or prospects of the Group as a whole or
adversely prejudices the success of the placing of the GM Placing Shares by potential
investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the
Placing Agent to proceed with the GM Placing; or
(c) any change in market conditions or combination of circumstances in Hong Kong
(including without limitation suspension or material restriction on trading in securities)
occurs which affect the success of the GM Placing (such success being the placing of
the Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing
Agent make it inexpedient or inadvisable or inappropriate for the Company or the
Placing Agent to proceed with the GM Placing.
If, at or prior to 9:00 a.m. on the GM Completion Date:
(a) the Company commits any material breach of or omits to observe any of the obligations
or undertakings expressed or assumed under the GM Placing Agreement; or
(b) the trading of the Shares on the Stock Exchange has been suspended for more than ten
consecutive trading days save for the purposes of clearing of the announcement relating
to the GM Placing Agreement or any announcements or circulars relating to the GM
Placing; or
(c) the Placing Agent shall become aware of the fact that any of the representations or
warranties contained in the GM Placing Agreement was, when given, untrue or
inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent
shall determine that any such untrue representation or warranty represents or is likely to
represent a material adverse change in the financial or trading position or prospects of
the Group taken as a whole or will otherwise likely to have a material prejudicial effect
on the GM Placing.
The Placing Agent shall be entitled (but not bound) by notice in writing to the Company to
elect to treat such matter or event as releasing and discharging the Placing Agent from its
obligations under the GM Placing Agreement.
Upon giving of notice pursuant to the paragraph above, all obligations of the Placing Agent
hereunder shall cease and determine and no party shall have any claim against any other
parties in respect of any matter or thing arising out of or in connection with the GM Placing
Agreement, save for any antecedent breaches.
The Directors are not aware of the occurrence of any of such events as at the date of this
announcement.
–7–
THE SM PLACING AGREEMENT
Date
29 March 2015
Issuer
The Company
Placing Agent
Kingston Securities Limited
The Placing Agent has conditionally agreed to place up to 692,000,000 SM Placing Shares
on a best efforts basis. The Placing Agent will be entitled to receive a commission of 2.00%
of the amount equal to the Placing Price multiplied by the actual number of the SM Placing
Shares successfully placed by the Placing Agent. The placing commission was arrived at
after arm’s length negotiations between the Company and the Placing Agent under normal
commercial terms and with reference to the prevailing market conditions.
Placees
The Placing Agent will place the SM Placing Shares to currently expected not fewer than six
Placees (who are independent professional, institutional or other investors), who and whose
ultimate beneficial owner(s) are Independent Third Parties. If any of the Placees becomes a
substantial Shareholder (as defined under the Listing Rules) after the completion of the SM
Placing, a further announcement will be made by the Company.
Number of SM Placing Shares
Assuming that there will be no change in the issued share capital of the Company between
the date of this announcement and the completion of the GM Placing and SM Placing, the
692,000,000 SM Placing Shares under the SM Placing represent (i) 20.00% of the existing
issued share capital of the Company of 3,460,000,000 Shares as at the date of this
announcement; and (ii) approximately 14.29% of the issued share capital of the Company as
enlarged by the allotment and issue of the GM Placing Shares and the SM Placing Shares.
The aggregate nominal value of the SM Placing Shares under the SM Placing will be
HK$13,840,000.
Ranking of SM Placing Shares
The SM Placing Shares under the SM Placing will rank, upon issue, pari passu in all
respects with the Shares in issue on the date of allotment and issue of the SM Placing
Shares.
Placing Price
The Placing Price per SM Placing Share is the same as the Placing Price per GM Placing
Share. Please refer to the paragraph headed ‘‘Placing Price’’ under the section headed ‘‘The
GM Placing Agreement’’ above for an analysis of the Placing Price.
–8–
The Directors consider that the terms of the SM Placing Agreement (including the Placing
Price and the placing commission) are fair and reasonable based on the current market
conditions and in the interests of the Company and the Shareholders as a whole.
Proceeds from the SM Placing
Assuming all the SM Placing Shares have been placed, the gross proceeds from the SM
Placing will be approximately HK$422.12 million and the net proceeds will be
approximately HK$413.50 million (after deduction of commission and other expenses of the
SM Placing). On such basis, the net issue price will be approximately HK$0.60 per SM
Placing Share.
The Specific Mandate
The Company proposes to seek the grant of the Specific Mandate from the Shareholders at
the EGM for the allotment and issue of the SM Placing Shares.
Conditions of the SM Placing Agreement
Completion of the SM Placing Agreement is conditional upon:
(i)
the Listing Committee of the Stock Exchange granting or agreeing to grant the listing
of, and permission to deal in, the SM Placing Shares;
(ii) the passing of the resolution(s) by the Shareholders to approve the SM Placing
Agreement and the transactions contemplated thereunder, including the grant of the
Specific Mandate for the allotment and issue of the SM Placing Shares at the EGM; and
(iii) the obligations of the Placing Agent under the SM Placing Agreement becoming
unconditional and not being terminated in accordance with the terms thereof, including
provision regarding the force majeure events.
If the above conditions are not satisfied and/or waived (in respect of condition (iii) above) in
whole or in part by the Placing Agent prior to 5:00 p.m. on the date falling on the 30th day
after the date of the EGM, the SM Placing Agreement will be terminated and the SM
Placing will not proceed and all obligations and liabilities of the Company and the Placing
Agent under the SM Placing Agreement will forthwith cease and determine and no party will
have any claim against the other (save for any antecedent breaches of the SM Placing
Agreement).
Completion of the SM Placing
Completion of the SM Placing will take place within four business days after the fulfillment
and/or waiver (in respect of condition (iii) above) of all the above conditions or on such
other date to be agreed between the Company and the Placing Agent in writing (the ‘‘SM
Completion Date’’).
–9–
Termination and force majeure
The Placing Agent may terminate the SM Placing Agreement by notice in writing prior to
9:00 a.m. on the SM Completion Date, if in the absolute opinion of the Placing Agent, the
success of the SM Placing would be materially and adversely affected by any force majeure
events:
(a) the introduction of any new laws or regulations or any change in existing laws or
regulations (or the judicial interpretation thereof) or other occurrence of any nature
whatsoever which may, in the absolute opinion of the Placing Agent, materially and
adversely affect the business or the financial or trading position or prospects of the
Group as a whole; or
(b) the occurrence of any local, national or international event or change (whether or not
forming part of a series of events or changes occurring or continuing before and/or after
the date of the SM Placing Agreement) of a political, military, financial, economic,
currency (including a change in the system under which the value of the Hong Kong
currency is linked to the currency of the United States of America) or other nature
(whether or not sui generis with any of the foregoing), or in the nature of any local,
national, international outbreak or escalation of hostilities or armed conflict, or affecting
local securities market or the occurrence of any combination of circumstances which
may, in the absolute opinion of the Placing Agent, materially and adversely affect the
business or the financial or trading position or prospects of the Group as a whole or
adversely prejudices the success of the placing of the SM Placing Shares by potential
investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the
Placing Agent to proceed with the SM Placing; or
(c) any change in market conditions or combination of circumstances in Hong Kong
(including without limitation suspension or material restriction on trading in securities)
occurs which affect the success of the SM Placing (such success being the placing of
the Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing
Agent make it inexpedient or inadvisable or inappropriate for the Company or the
Placing Agent to proceed with the SM Placing.
If, at or prior to 9:00 a.m. on the SM Completion Date:
(a) the Company commits any material breach of or omits to observe any of the obligations
or undertakings expressed or assumed under the SM Placing Agreement; or
(b) the trading of the Shares on the Stock Exchange has been suspended for more than ten
consecutive trading days save for the purposes of clearing of the announcement relating
to the SM Placing Agreement or any announcements or circulars relating to the SM
Placing; or
(c) the Placing Agent shall become aware of the fact that any of the representations or
warranties contained in the SM Placing Agreement was, when given, untrue or
inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent
shall determine that any such untrue representation or warranty represents or is likely to
– 10 –
represent a material adverse change in the financial or trading position or prospects of
the Group taken as a whole or will otherwise likely to have a material prejudicial effect
on the SM Placing.
The Placing Agent shall be entitled (but not bound) by notice in writing to the Company to
elect to treat such matter or event as releasing and discharging the Placing Agent from its
obligations under the SM Placing Agreement.
Upon giving of notice pursuant to the paragraph above, all obligations of the Placing Agent
hereunder shall cease and determine and no party shall have any claim against any other
parties in respect of any matter or thing arising out of or in connection with the SM Placing
Agreement, save for any antecedent breaches.
The Directors are not aware of the occurrence of any of such events as at the date of this
announcement.
APPLICATION FOR LISTING OF GM PLACING SHARES AND SM PLACING
SHARES
Applications will be made to the Stock Exchange for the listing of, and permission to deal
in, the GM Placing Shares and the SM Placing Shares respectively.
REASONS FOR THE PLACINGS AND USE OF PROCEEDS
The Group is principally engaged in the distribution of branded luxury watches, timepieces
and accessories in Hong Kong, Macau, Taiwan and the PRC.
As disclosed in the Announcement, the Company entered into the Subscription Agreement
regarding 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 an aggregate principal amount of RMB380,000,000 (equivalent to
approximately HK$474,430,000).
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 Hainan Boao Xiaoledao International Medical & Tourism Pilot Zone* (海南博鰲
樂城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).
In view of the funding needs to finance the Subscription and the future development of the
Boao Xiaoledao Project, the Company intends to apply the maximum net proceeds of
approximately HK$827.00 million from the Placings for the (i) the Subscription and (ii) the
development of and general working capital for the Boao Xiaoledao Project.
After taking in consideration of the financial position of the Group and the immense
business and earning potentials of the Boao Xiaoledao Project, the Directors consider that
the Placings are in the interest of the Company and its Shareholders as a whole. Details of
the Subscription, the reasons for and benefits of the Subscription and the Boao Xiaoledao
Project are set out in the Announcement.
– 11 –
FUND RAISING ACTIVITIES IN THE PAST 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
4 March 2014
Rights Issue
6 August 2014
Placing
under
general
mandate
27 March 2015
Grant of the
Options
under
specific
mandate
Net proceeds
(Approximately)
HK$118.2 million
HK$104.9 million
HK$210.00 million
Intended use of proceeds
Actual use of proceeds
as at the date of
this announcement
(i)
Approximately HK$29.6 (i)
million for the
development of its
existing business
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
(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
Approximately HK$88.6
million was applied for
general working capital
For general working capital of
the Group for supporting the
continuous expansion of the
Group’s distribution network
and marketing and branding
activities
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
For general working capital of Not applicable, the grant of
the Boao Xiaoledao Project
the Options are subject to the
Shareholders’ approval at an
extraordinary general meeting
to be held by the Company
and other conditions
Save as disclosed above, as at the date of this announcement, the Company has not
conducted any equity fund raising exercise in the past twelve months immediately preceding
the date of this announcement.
EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
To the best of the Directors’ knowledge, information and belief after having made all
reasonable enquiries, set out below are the existing shareholding structure of the Company
and the effect on the shareholder structure of the Company:
(i)
upon completion of the GM Placing (assuming all the GM Placing Shares are placed in
full and there is no other change in the shareholding structure of the Company before
the allotment and issue of the GM Placing Shares);
(ii) upon completion of the SM Placing (assuming all the SM Placing Shares are placed in
full and there is no other change in the shareholding structure of the Company before
the allotment and issue of the SM Placing Shares); and
– 12 –
(iii) upon completion of the Placings (assuming all the GM Placing Shares and SM Placing
Shares are placed in full and there is no other change in the shareholding structure of
the Company before the allotment and issue of those Placing Shares).
Shareholders
Sincere Watch Limited
(Note 1)
Mrs. Chu Yuet Wah
(Note 2)
Sub-total
As at the date of this
announcement
Number of Approximate
Shares
%
Immediately upon
completion of the GM
Placing
Number of Approximate
Shares
%
Immediately upon
completion of the SM
Immediately upon
Placing
completion of the Placings
Number of Approximate
Number of Approximate
Shares
%
Shares
%
1,530,000,000
44.22
1,530,000,000
36.85
1,530,000,000
36.85
1,530,000,000
31.58
265,000,000
7.66
265,000,000
6.38
265,000,000
6.38
265,000,000
5.47
1,795,000,000
51.88
1,795,000,000
43.23
1,795,000,000
43.23
1,795,000,000
37.05
Public Shareholders
Placees of the GM
Placing
Placees of the SM
Placing
Other public Shareholders
—
—
692,000,000
16.67
—
—
692,000,000
14.29
—
1,665,000,000
—
48.12
—
1,665,000,000
—
40.10
692,000,000
1,665,000,000
16.67
40.10
692,000,000
1,665,000,000
14.29
34.37
Sub-total
1,665,000,000
48.12
2,357,000,000
56.77
2,357,000,000
56.77
3,049,000,000
62.95
Total
3,460,000,000
100.00
4,152,000,000
100.00
4,152,000,000
100.00
4,844,000,000
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.
2.
Mrs. Chu, chairman and executive director of the Company.
3.
The Placing Shares will be placed by the Placing Agent to currently expected not fewer than six Placees
who are Independent Third Parties under each of the GM Placing and the SM Placing. Upon completion
of the Placings, it is expected that none of the Placees will become a substantial Shareholder.
Accordingly, the shareholding held by the Placees is regarded as held by the public.
4.
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 (i) approximately 10.00% of the issued share capital of the Company as at the date of this
announcement; (ii) approximately 9.09% of the issued share capital of the Company as enlarged by the
Option Shares upon exercise of the Options in full and (iii) approximately 6.67% of the issued share
capital of the Company as enlarged by the Option Shares upon exercise of the Options in full and all the
GM Placing Shares and SM Placing Shares are placed in full. As two of the Grantees are executive
Directors, namely, Mr. Wu and Mr. Chu 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 and subject to the Shareholder’s approval. The Grantees are Mr. Wu, Mr. Chu,
Ms. Gao Xin (高昕女士) and Mr. Sie, Winston (薛煒森先生), who owns 138,400,000 Options,
103,800,000 Options, 51,900,000 Options and 51,900,000 Options, respectively.
5.
The percentages are subject to rounding difference, if any.
– 13 –
EGM
The SM Placing will be subject to Shareholders’ approval. The EGM will be convened and
held for the Shareholders to consider, and if thought fit, to approve, among other matters,
the SM Placing Agreement and the transactions contemplated thereunder, including the grant
of a specific mandate for the allotment and issue of the SM Placing Shares. The votes of the
Shareholders regarding the resolution for approval of the SM Placing Agreement and the
transactions contemplated thereunder will be taken by way of poll at the EGM.
To the best of the Directors’ knowledge, information and belief, no Shareholder is required
to abstain from voting at the EGM in respect of the resolution(s) relating to the SM Placing.
A circular containing, among other matters, further details of the SM Placing, the notice
convening the EGM and a related form of proxy, is expected to be despatched to the
Shareholders as soon as practicable.
Since completion of each of the GM Placing and the SM Placing is subject to the
fulfilment or waiver of the conditions as set out in the GM Placing Agreement and the
SM Placing Agreement respectively, each of the GM Placing and the SM Placing may
or may not proceed. Shareholders and potential investors are reminded to exercise
caution when dealing in the Shares.
GENERAL
The GM Placing and the SM Placing are not inter-conditional.
Kingston Securities, being the Placing Agent, is an indirect wholly-owned subsidiary of
Kingston. (i) Mrs. Chu, being the common controlling shareholder and executive director of
the Company and Kingston; and (ii) Mr. Chu, who is an executive director, the vice
chairman and managing director of the Company, being the son of Mrs. Chu, are considered
to be interested in the resolution in respect of Kingston Securities acting as the Placing
Agent. Both of them have abstained from voting on the resolution at the Board meeting in
respect of the appointment of Kingston Securities acting as the Placing Agent for the
Placings. Given Mrs. Chu is a common controlling shareholder and executive director of the
Company and Kingston, Kingston Securities is a connected person of the Company under
the Listing Rules and the services provided by Kingston Securities constitute continuing
connected transactions of the Company and Kingston.
The maximum placing commission payable of HK$16,884,800 to Kingston Securities by the
Company in respect of the Placings is on normal commercial terms and is within the annual
cap for provision of the financial services by the Kingston Group to the Group of
HK$20,000,000 for the period up to 31 March 2016 as stated in the Company’s
announcement dated 13 August 2013.
ADOPTION OF SHARE OPTION SCHEME
In order to provide the Company with flexibility of granting share options to the eligible
participants as incentives and rewards for their contribution or potential contribution of the
eligible participants to the Company and/or its subsidiaries, the Board proposes to adopt a
share option scheme in accordance with Chapter 17 of the Listing Rules. An ordinary
resolution will be proposed at the EGM to seek the approval from the Shareholders for the
– 14 –
adoption of the share option scheme. The adoption of the share option scheme is conditional
upon (i) the approval of the adoption of the new share option scheme by the Shareholders at
the EGM; and (ii) the Stock Exchange granting approval for the listing of, and permission to
deal in, the Shares which may be issued upon the exercise of the options which may be
granted under the share option scheme.
The Directors consider that the share option scheme will provide its participants with the
opportunity to acquire proprietary interests in the Company and will encourage such
participants to work towards enhancing the value of the Company and the Shares for the
benefit of the Company and the Shareholders as a whole.
An application will be made to the Stock Exchange for the listing of, and permission to deal
in, the Shares which may be issued upon the exercise of the options under the new share
option scheme.
A circular containing, among others, the terms of the share option scheme, the notice
convening the EGM and a related form of proxy, is expected to be despatched to the
Shareholders as soon as practicable.
CLARIFICATION ON THE ANNOUNCEMENT OF THE COMPANY DATED 27
MARCH 2015
Reference is made to the Announcement.
Clarification is made in respect of the following contexts in the Chinese translation of the
Announcement (the ‘‘Chinese Announcement’’):
(1) ‘‘Gao Xin女士’’ should be read as ‘‘高昕女士’’ throughout the Chinese Announcement.
(2) ‘‘Sie Winston 先生’’ should be read as ‘‘薛煒森先生’’ throughout the Chinese
Announcement.
(3) The sentence stated as ‘‘倘任何授出條件於授出日期第120日或之前未達成或董事會可
能批准之較後日期，授出購股權之要約將會失效。’’ on page 14 of the Chinese
Announcement should be replaced by ‘‘倘任何授出條件於授出日期第120日或之前或
董事會可能批准之較後日期未達成，授出購股權之要約將會失效。’’.
(4) The figure given in the following contents on page 15 of the Chinese Announcement
should not be ‘‘834,600,000’’. Instead, the figure should each be ‘‘34,600,000’’:
‘‘就朱先生獲授之103,800,000份購股權：
(a) 至多34,600,000份購股權
（「朱氏首批購股權」）可於生效日期起至購股權期間屆滿
之日止期間
（首尾兩日包括在內）隨時行使；
(b) 至多34,600,000份購股權
（不包括朱氏首批購股權）可於生效日期第一週年之日起
至購股權期間屆滿之日止期間
（首尾兩日包括在內）隨時行使；及
（不包括朱氏首批購股權及朱氏第二批購股權）可於生效日
(c) 至多34,600,000份購股權
期第二週年之日起至購股權期間屆滿之日止期間(首尾兩日包括在內）隨時行使。’’
– 15 –
(5) The following contents should be added immediately before the section headed ‘‘訂立購
股權協議的理由及裨益’’ on page 18 of the Chinese Announcement:
‘‘承授人之資料
胡定旭先生
胡先生已獲委任為執行董事及董事會聯席主席，自二零一五年三月二十七日起生效。
胡先生的履歷詳情已載於本公告「委任執行董事及董事會聯席主席」一節。
朱俊浩先生
朱先生目 前為本公 司副主席 、董事總 經理及執行 董事。彼 自二零一 二年五月 二十
九日起出任本公司執行董事，並自二零一二年七月十三日起出任本公司副主席
兼董事總經理。朱先生自二零一二年五月二十一日起為本公司直屬控股公司
Sincere Watch Limited之 董 事 ， 亦 為 本 公 司 多 家 附 屬 公 司 之 董 事 。 朱 先 生 為 中
國人民政治協商會議廣西省政協委員、香港政協青年聯會副會長、香港廣西
社團總會副會長、香港廣西青年聯會榮譽主席、香港證券業協會及香港鐘表
業總會董事。
高昕女士
高女士為目標集團之顧問。彼成立中經貿資產管理並自二零零九年七月以來於中經貿
資產管理擔任總裁。
薛煒森先生
薛先生為目標集團之顧問。彼目前為中經貿資產管理的合夥人，負責股權投
資 基 金 業 務 。 彼 為 高 級 銀 行 家 ， 曾 於 J.P. Morgan多 個 部 們 任 職 ， 包 括 融 資 及 衍
生 工 具 市 場 方 面 。 ’’
(6) The second paragraph in the section headed ‘‘訂 立 購 股 權 協 議 的 理 由 及 裨 益 ’’ on
page 18 of the Chinese announcement should be read as ‘‘董 事（ 不 包 括 獨 立 非 執 行
董事，其將於審閱獨立財務顧問的意見函後提供意見以及放棄投票之胡先生
及 朱 女 士 ）認 為 ， 鑒 於 承 授 人 的 豐 富 經 驗 及 彼 等 對 目 標 集 團 的 預 期 貢 獻 ， 建
議授出購股權符合本公司及股東的整體利益，且購股權協議的條款對獨立股
東 公 平 合 理 。 ’’ instead of ‘‘董 事（ 不 包 括 獨 立 非 執 行 董 事 ， 其 將 於 審 閱 獨 立 財
務 顧 問 的 意 見 函 後 提 供 意 見 以 及 放 棄 投 票 之 胡 先 生 及 朱 女 士 ）認 為 ， 建 議 授 出
購股權符合本公司及股東的整體利益，且購股權協議的條款對獨立股東公平
合 理 。 ’’
(7) The date as appeared in the paragraph of the section headed ‘‘一般資料’’ on page 20 of
the Chinese Announcement should be read as ‘‘二零一五年四月三十日’’ instead of ‘‘二
零一五年四月二十日’’.
(8) The second to the last sentence in the fourth paragraph of the section headed ‘‘委 任 執
行 董 事 及 董 事 會 聯 席 主 席 ’’ on page 21 of the Chinese Announcement should be
read as ‘‘胡 先 生 的 董 事 袍 金 金 額 為 1 0 , 0 0 0 , 0 0 0 港 元 每 年 ， 每 年 可 按 年 薪 的 至
少10%遞增，並享有由目標公司可能釐定的酌情花紅，惟須上海千博及本公
司 同 意 。 ’’ instead of ‘‘胡 先 生 的 董 事 袍 金 金 額 為 1 0 , 0 0 0 , 0 0 0 港 元 每 年 ， 每 年
可 按 年 薪 的 至 少 1 0 % 遞 增 ， 並 享 有 由 董 事 會 可 能 釐 定 的 酌 情 花 紅 。 ’’
– 16 –
(9) The following should be added as one of the definitions on page 24 of the Chinese
Announcement:
‘‘「證券及期貨條例」
指
香港法例第571章證券及期貨條例，經不時修訂’’
(10) The sentence regarding the exchange rate stated on page 25 of the Chinese
Announcement should be ‘‘於 本 公 告 ， 除 非 另 有 指 明 ， 以 人 民 幣 計 值 金 額 已 按 匯
率人民幣1元兌1.2485港元兌換作港元，且僅供說明用途，並無構成任何金
額 已 、 可 或 能 按 此 匯 率 進 行 兌 換 之 聲 明 。 ’’ instead of ‘‘於 本 公 告 ， 除 非 另 有
指明，以人民幣計值金額已按匯率1港元兌人民幣1.2485元兌換作港元，且
僅 供 說 明 用 途 ， 並 無 構 成 任 何 金 額 已 、 可 或 能 按 此 匯 率 進 行 兌 換 之 聲 明 。 ’’
Except as stated above, all the other information and matters as stated in the Chinese
Announcement remain unchanged.
In addition, the location of Xiaoledao (小樂島) as stated in the last paragraph on page 1 of
the Announcement, it should be located at Hainan Boao Lecheng International Medical &
Tourism Pilot Zone* (海南博鰲樂城國際醫療旅遊先行區), instead of Boao Xiaoledao
International Medical & Tourism Pilot Zone* (博鰲小樂島國際醫療旅遊先行區項目). The
definition of the ‘‘Grantees’’ as stated on page 23 in the Announcement should be
‘‘collectively Mr. Wu Ting Yuk, Anthony, Mr. Chu, Kingston Chun Ho, Ms. Gao Xin and
Mr. Sie Winston’’ instead of ‘‘collectively Mr. Wu Ting Yuk, Anthony, Mr. Chu, Kingston
Chun Ho, Mr. Gao Xin and Mr. Sie Winston’’. Except for the aforesaid, all the other
information and matters as stated in the Announcement remain unchanged.
TERMS AND DEFINITIONS
In this announcement, unless the context otherwise requires, the following words and
expressions shall have the meaning ascribed to them below:
‘‘AGM’’
the annual general meeting of the Company held on 22
August 2014
‘‘Announcement’’
the announcement dated 27 March 2015 published by the
Company in relation, among other things, the Subscription,
the grant of the Options and appointment of Mr. Wu Ting
Yuk, Anthony (胡定旭) as the executive Director and Cochairman of the Company
‘‘Boao Xiaoledao Project’’
an international medical, tourism and commercial related
development project carried out in Xiaoledao (小樂島)
located at the Hainan Boao Lecheng International Medical
& Tourism Pilot Zone* (海南博鰲樂城國際醫療旅遊先行
區)
‘‘Board’’
the board of Directors
– 17 –
‘‘Company’’
Sincere Watch (Hong Kong) Limited, a company
incorporated under the laws of the Cayman Islands with
limited liability and the issued shares of which are listed on
the Main Board of the Stock Exchange (stock code: 444)
‘‘connected person(s)’’
the meaning ascribed thereto in the Listing Rules
‘‘Director(s)’’
the director(s) of the Company
‘‘EGM’’
the extraordinary general meeting of the Company to be
convened to consider and, if thought fit, approve the SM
Placing and the share option scheme of the Company
‘‘General Mandate’’
the mandate granted to the Directors by the Shareholders at
the AGM to allot, issue and deal with up to 20% of the then
issued share capital of the Company as at the date of the
AGM
‘‘Giant Bright’’
Giant Bright Holdings Limited, a company incorporated in
Hong Kong with limited liability and is an indirect wholly
owned subsidiary of the Company as at the date of this
announcement
‘‘GM Placing’’
the placing of 692,000,000 GM Placing Shares pursuant to
the terms of the GM Placing Agreement
‘‘GM Placing Agreement’’
the conditional placing agreement entered into between the
Company and the Placing Agent dated 29 March 2015 in
relation to the GM Placing
‘‘GM Placing Share(s)’’
up to 692,000,000 new Shares to be placed pursuant to the
GM Placing Agreement
‘‘Grantees’’
collectively Mr. Wu, Mr. Chu, Ms. Gao Xin (高昕女士) and
Mr. Sie, Winston (薛煒森先生)
‘‘Group’’
the Company and its subsidiaries
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the PRC
‘‘Independent Third
Party(ies)’’
third party(ies) independent of, not connected or acting in
concert (as defined in the Hong Kong Code on Takeovers
and Mergers) with any directors, chief executive or
substantial shareholder(s) of the Company or its subsidiaries
and their respective associates (as defined under the Listing
Rules)
– 18 –
‘‘Kingston’’
Kingston Financial Group Limited, a company incorporated
under the laws of Bermuda with limited liability and the
issued shares of which are listed on the Main Board of the
Stock Exchange (stock code: 1031)
‘‘Kingston Group’’
Kingston and its subsidiaries
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on the Stock
Exchange
‘‘Mr. Chu’’
Mr. Chu, Kingston Chun Ho (朱俊浩先生), who is an
executive director, the vice chairman and managing director
of the Company, being the son of Mrs. Chu and one of the
Grantees
‘‘Mr. Wu’’
Mr. Wu Ting Yuk, Anthony (胡定旭先生), the executive
Director and Co-chairman of the Company and one of the
Grantees
‘‘Mrs. Chu’’
Mrs. Chu Yuet Wah, chairman and executive Director of the
Company and the controlling Shareholder of the Company
and Kingston
‘‘Old Shares’’
ordinary share(s) of HK$0.10 each in the issued and
unissued share capital of the Company prior to the Share
Subdivision
‘‘Option Shares’’
an aggregate of up to 346,000,000 new Shares to be allotted
and issued by the Company following the exercise of the
Options
‘‘Options’’
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 certain option conditions
‘‘Placee(s)’’
any professional, institutional or other investor(s) or any of
their respective subsidiaries or associates procured by the
Placing Agent to subscribe for any of the GM Placing
Shares or the SM Placing Shares pursuant to the Placing
Agent’s obligations under the GM Placing Agreement and
the SM Placing Agreement respectively
‘‘Placings’’
the GM Placing and the SM Placing
‘‘Placing Agent’’ or
‘‘Kingston Securities’’
Kingston Securities Limited, a licensed corporation to carry
on business in type 1 regulated activity (dealing in
securities) under the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong)
‘‘Placing Agreements’’
the GM Placing Agreement and the SM Placing Agreement
– 19 –
‘‘Placing Price’’
HK$0.61 per GM Placing Share and SM Placing Share
‘‘Placing Share(s)’’
the new Shares to be allotted and issued under the Placings
‘‘PRC’’
the People’s Republic of China, which for the purpose of
this announcement, shall exclude Hong Kong, Taiwan and
the Macau Special Administrative Region of the People’s
Republic of China
‘‘Shareholder(s)’’
holder(s) of the Share(s)
‘‘Share(s)’’
ordinary share(s) of HK$0.02 each in the issued share
capital of the Company
‘‘Share Subdivision’’
the subdivision of each Old Share into 5 Shares became
effective on 2 September 2014
‘‘SM Placing’’
the placing of 692,000,000 SM Placing Shares pursuant to
the terms of the SM Placing Agreement
‘‘SM Placing Agreement’’
the conditional placing agreement entered into between the
Company and the Placing Agent dated 29 March 2015 in
relation to the SM Placing
‘‘SM Placing Share(s)’’
up to 692,000,000 new Shares to be placed pursuant to the
SM Placing Agreement
‘‘Specific Mandate’’
a specific mandate to allot and issue new Shares to be
sought from the Shareholders at the EGM to satisfy the SM
Placing Shares
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘Subscription’’
the subscription of the registered capital and contribution to
the capital reserve of the Target Company pursuant to the
Subscription Agreement
‘‘Subscription Agreement’’
a subscription agreement entered into between Giant Bright,
上海千博投資管理有限公司 (Shanghai Chambow Investment
Management Company Limited*), a minority shareholder, 蔣曉
松先生 (Mr. Jiang Xiaosong*) and the Target Company dated
27 March 2015 in relation to the subscription of the registered
capital and contribution to the capital reserve of the Target
Company
‘‘Target Company’’
海南千博樂城開發有限公司 (Hainan Chambow Lecheng
Development Limited*), a limited liability company
established in the PRC
‘‘Target Group’’
the Target Company and its subsidiaries
‘‘HK$’’
Hong Kong dollars, the lawful currency of Hong Kong
– 20 –
‘‘RMB’’
Renminbi, the lawful currency of the PRC
‘‘%’’
per cent.
By order of the Board
Sincere Watch (Hong Kong) Limited
Chu Yuet Wah
Chairman
Hong Kong, 29 March 2015
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.
As at the date hereof, the Board comprises Mrs. Chu Yuet Wah (Chairman), Mr. Wu Ting
Yuk, Anthony (Co-chairman) and Mr. Chu, Kingston Chun Ho (Vice Chairman and
Managing Director) as executive Directors and Mr. Lau Man Tak, Ms. Lo Miu Sheung,
Betty and Dr. Wong Yun Kuen as independent non-executive Directors.
– 21 –