MEGALOGIC TECHNOLOGY HOLDINGS LIMITED

Transcription

1 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. MEGALOGIC TECHNOLOGY HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8242) INSIDE INFORMATION: LETTER OF INTENT IN RELATION TO THE PROPOSED ACQUISITION OF AN INFORMATION SECURITY SERVICES BUSINESS This announcement is made by the Company pursuant to Rule of the GEM Listing Rules and the Inside Information Provisions under Part XIVA of the SFO. The Board is pleased to announce that on 5 February 2016 (after the trading hours), the Company as the prospective purchaser and the Vendor entered into the LOI in relation to the Proposed Acquisition. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendor is an Independent Third Party. Pursuant to the LOI, the Company shall be entitled to carry out due diligence review of the financial, legal and other affairs of the Target Group. The Vendor shall not during the Exclusivity Period negotiate or enter into any agreement or letter of intent with any other party relating to the Proposed Acquisition. The Board wishes to emphasize that the LOI does not create any legally binding obligations on any of the parties to the LOI. As such, the Proposed Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. The Proposed Acquisition, if materialises, may constitute a notifiable transaction of the Company under the GEM Listing Rules. The Company will keep the Shareholders and potential investors informed of any material development in connection with the Proposed Acquisition by way of further announcement(s) as and when appropriate in compliance with the requirements of the GEM Listing Rules. 1

2 This announcement is made by the Company pursuant to Rule of the GEM Listing Rules and the Inside Information Provisions under Part XIVA of the SFO. The Board is pleased to announce that on 5 February 2016 (after the trading hours), the Company as the prospective purchaser and the Vendor entered into the LOI in relation to the Proposed Acquisition. Principal terms of the LOI are set out as follows: Date: 5 February 2016 (after trading hours) Parties: (i) the Company (as prospective purchaser); and (ii) the Vendor (as prospective vendor) To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendor is an Independent Third Party. Subject matter The Company proposed to acquire 55% of the issued share capital of the Target Company. The Target Company is a company incorporated in the British Virgin Islands with limited liability and the Target Group is principally engaged in the total solutions for information security services, including security assessment, consulting, testing, monitoring and training as well as system integration services of information security business in Hong Kong. Pursuant to the LOI, the Company shall be entitled to arrange its advisers or consultants to carry out due diligence review of the financial, legal and other affairs of the Target Group (the Due Diligence ) and the Vendor shall provide such assistance as the Company, its advisers or consultants may require in connection with the Due Diligence. During a period of 6 months from the date of the LOI (the Exclusivity Period ), the Vendor shall not negotiate or enter into any agreement or letter of intent with any other party relating to the Proposed Acquisition and the terms and conditions of the Proposed Acquisition are subject to further negotiation and execution of a formal agreement. The LOI will be automatically terminated upon the expiry of the Exclusivity Period and no party shall have any obligation with respect to the other party under the LOI. 2

3 REASON FOR ENTERING INTO THE LOI The Directors consider that the entering into the LOI and the Proposed Acquisition, if materialises, could enable the Group to be benefited from diversifying the Group s existing business which is expected to increase the Shareholders value. Therefore, the Directors are of the view that the entering into the LOI and proceeding with the Proposed Acquisition are in the best interests of the Company and the Shareholders as a whole. The Board wishes to emphasize that the LOI does not create any legally binding obligations on any of the parties to the LOI. As such, the Proposed Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. The Proposed Acquisition, if materialises, may constitute a notifiable transaction of the Company under the GEM Listing Rules. The Company will keep the Shareholders and potential investors informed of any material development in connection with the Proposed Acquisition by way of further announcement(s) as and when appropriate in compliance with the requirements of the GEM Listing Rules. DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: Board the board of Directors Company Megalogic Technology Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM Directors the directors of the Company GEM the Growth Enterprise Market of the Stock Exchange GEM Listing Rules the Rules Governing the Listing of Securities on GEM Group the Company together with its subsidiaries 3

4 Independent Third Party(ies) person(s) or company(ies) which is/are independent of and not connected with any member of the Company, the Directors, chief executive and substantial shareholders of the Company and its subsidiaries and their respective associates (as defined in the GEM Listing Rules) LOI a letter of intent dated 5 February 2016 entered into between the Company and the Vendor in relation to the Proposed Acquisition Proposed Acquisition the proposed acquisition by the Company as prospective purchaser of 55% of the issued share capital of the Target Company SFO the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) Share(s) ordinary share(s) of HK$0.10 each in the share capital of the Company Shareholders holder(s) of the Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited Target Company Maximus Venture Holdings Limited, a company incorporated in British Virgin Islands with limited liability and wholly owned by the Vendor Target Group collectively, the Target Company and its subsidiaries Vendor Mr. Chung Pui Nam, Roger, being the prospective vendor under the LOI and an Independent Third Party % per cent By order of the Board Megalogic Technology Holdings Limited Zhang Qing Chairman Hong Kong, 5 February

5 As at the date of this announcement, the executive directors of the Company are Mr. Zhang Qing and Dr. Sung Tak Wing Leo; the non-executive directors of the Company are Mr. Ye Jian and Mr. Liu Kam Lung and the independent non-executive directors of the Company are Mr. Cheung Chi Man Dennis, Mr. Chiu Yu Wang and Mr. Ko Yin Wai. This announcement, for which the directors of the Company (the Directors ) collectively and individually accept full responsibilities, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the Latest Company Announcements page of the GEM website at for a minimum period of 7 days from the date of its publication and on the Company s website at 5