Sky Forever Supply Chain Management Group 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. Sky Forever Supply Chain Management Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 8047) VOLUNTARY ANNOUNCEMENT POSSIBLE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPTIAL OF GUANG JIN TRADING CO., LIMITED The Board is pleased to announce that on 27 November 2015 (after trading hours), the Purchaser (a wholly-owned subsidiary of the Company) and the Vendor entered into the Acquisition Agreement, whereby the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, the entire issued share capital in the Target Company for a total cash consideration of HK$50,000 payable in full on completion of the Acquisition. This announcement is made by the Company on a voluntary basis. 1

2 THE ACQUISITION AGREEMENT The Board is pleased to announce that on 27 November 2015 (after trading hours), the Purchaser (a wholly-owned subsidiary of the Company) and the Vendor entered into the Acquisition, whereby the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to acquire, the entire issued share capital in the Target Company for a total cash consideration of HK$50,000 payable in full on completion of the Acquisition. The consideration for the Acquisition was arrived at after arm s length negotiations between the Purchaser and the Vendor with reference to the unaudited combined net liabilities of the Target Group as of 31 October 2015 (in the amount of HK$22,535). Upon completion of the Acquisition, the Target Company and its subsidiaries, PRC Subsidiary A and PRC Subsidiary B, will become wholly-owned subsidiaries of the Company. INFORMATION ABOUT THE TARGET COMPANY AND THE VENDOR Based on the information provided by the Vendor, the Vendor was the legal and beneficial owner of the entire issued share capital of the Target Company prior to the entering into of the Acquisition Agreement. To the best of the Director s knowledge, information and belief having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owner(s) is a third party independent of the Company and its connected persons. Based on the information provided by the Vendor, (a) the Target Company is a limited liability company incorporated in Hong Kong on 10 July 2013; (b) the Target Company is not engaged in any business activities and is an investment holding company whose only principal asset is its 100% equity interest in PRC Subsidiary A; (c) PRC Subsidiary A is principally engaged in import and export services in the PRC and is the holding company of 100% equity interest in PRC Subsidiary B; (d) PRC Subsidiary B is newly established and has not commenced any business operation yet; (e) the unaudited combined net liabilities of the Target Group as of 31 October 2015 were approximately HK$22,535. CONDITIONS TO COMPLETION OF THE ACQUISITION Completion of the Acquisition is subject to fulfillment of (inter alia) the following conditions: (a) the Purchaser being reasonably satisfied with the results of the due diligence over the Target Group; (b) there being no material adverse change to the operation and financial aspects of the Target Group; 2

3 (c) the Purchaser being reasonably satisfied with the audited accounts and the management accounts of the Target Group provided by the Vendor; and (d) the warranties given by the Vendor on the Target Group remaining true and accurate from the date of the Acquisition Agreement until completion of the Acquisition. If the conditions to completion as set out in the Acquisition Agreement have not been fulfilled or waived by 31 January 2016 (or such other date as the parties may mutually agree), the Acquisition Agreement shall thereupon terminate and no party shall have any claim in relation to the Acquisition Agreement (without prejudice to the rights of any party in respect of antecedent breaches). Under the terms of the Acquisition Agreement, completion of the Acquisition shall take place on the fifth business days after the last condition is fulfilled or waived. REASONS FOR THE ACQUISITION The principal activity of the Company is investment holding and the principal activities of its subsidiaries are supply chain management services and the provision of energy management business. If the Acquisition proceeds to completion, the Company currently intends to leverage on the network and expertise of the Vendor and the management team of the Target Company with the view to developing the supply chain management services in the PRC. The Directors are of the view that the entering into of the Acquisition Agreement and the terms and conditions of the Proposed Acquisition (including the consideration and payment terms) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. GEM LISTING RULES IMPLICATIONS The announcement is made by the Company on a voluntary basis. As none of the applicable ratios as set out in Rule of the GEM Listing Rules in respect of the Acquisition exceeds 5% and each of the Vendor and its ultimate beneficial owner(s) is not a connected person, the Acquisition does not constitute a notifiable transaction or connected transaction for the Company under the GEM Listing Rules. 3

4 DEFINITIONS In this announcement, the following definitions shall have the meanings set out below unless the context requires otherwise: Acquisition the acquisition of the entire issued share capital in the Target Company by the Purchaser from the Vendor under the terms and conditions of the Acquisition Agreement Acquisition Agreement the conditional sale and purchase agreement dated 27 November 2015 entered into between the Purchaser and the Vendor in respect of the Acquisition Board Company connected person(s) Directors GEM GEM Listing Rules HK$ PRC PRC Subsidiary A PRC Subsidiary B Purchaser the board of Directors Sky Forever Supply Chain Management Group Limited, a company incorporated in Bermuda with limited liability whose shares are listed on GEM with stock code: 8047 having the meaning ascribed to it under the GEM Listing Rules the directors of the Company the Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on GEM Hong Kong Dollars, the lawful currency of Hong Kong the People s Republic of China Guangjin Weiye Electronic (Shenzhen) Company Limited* ( ( ) ), a company established in the PRC with limited liability and wholly-owned by the Target Company Shenzhen Qianhai Chaoyinsu Supply Chain Company Limited* ( ), a company established in the PRC with limited liability and whollyowned by PRC Subsidiary A Smart Rainbow Trading Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company 4

5 Shareholders Shares Stock Exchange Target Company Target Group Vendor holders of the Shares shares of HK$0.01 each in the share capital of the Company The Stock Exchange of Hong Kong Limited Guang Jin Trading Co., Limited, a company incorporated in Hong Kong with limited liability which is wholly-owned by the Vendor prior to the entering into of the Acquisition Agreement collectively, the Target Company, PRC Subsidiary A and PRC Subsidiary B Gain Prosper Global Investment Limited, a company incorporated in the British Virgin Islands with limited liability and a third party independent of the Company and its connected persons By order of the board of Sky Forever Supply Chain Management Group Limited Johnny HUANG Chairman and Executive Director Hong Kong, 27 November 2015 As at the date of this announcement, the executive Directors are Mr. Johnny Huang, Mr. Chen Jiang, Ms. Huang He and Mr. Wu Zhinan and the independent non-executive Directors are Mr. Chui Man Lung Everett, Ms. Li Mei and Mr. Liu Weiliang. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this announcement misleading. This announcement will remain on the Latest Company Announcement page of the GEM website at for seven days after the date of publication and on the website of the Company at * For identification purpose only 5