HK Bourse: Press Release from Yangtzekiang Garment -3
\nMonday April 3, 2014, 12:23 pm
\nDJ HK Bourse: Press Release from Yangtzekiang Garment<\/p>\n
<\/p>\n
The Stock Exchange of Hong Kong Limited takes no
\nresponsibility for the contents of this announcement, makes
\nno representation as to its accuracy or completeness and
\nexpressly disclaims any liability whatsoever for any loss
\nhowsoever arising from or in reliance upon the whole or any
\npart of the contents of this announcement.<\/p>\n
YANGTZEKIANG GARMENT LIMITED
\n(Incorporated in Hong Kong with limited liability)
\n(Stock Code: 294)<\/p>\n
DISCLOSEABLE TRANSACTION<\/p>\n
Disposal of interest in Golden Chance
\nThe Board announces that on 31st March, 2014, Guardo (a
\nwholly-owned subsidiary of the Company) entered into the
\nAgreement with the Purchaser whereby Guardo agreed to dispose
\nof its entire 39.12% interest in Golden Chance to the
\nPurchaser for a total consideration of HK$60,000,000 <\/p>\n
The Disposal constitutes a discloseable transaction for the
\nCompany under the Listing Rules. A circular containing
\ndetails of the Disposal will be sent to the shareholders of
\nthe Company as soon as possible.<\/p>\n
AGREEMENT
\nDate
\n31st March, 2014<\/p>\n
Parties
\na. Vendor: Guardo, a wholly-owned subsidiary of the
\nCompany; and<\/p>\n
b. Purchaser: A company which is and the ultimate
\nbeneficial owner of which is, to the best of the directors’
\nknowledge, information and belief having made all reasonable
\nenquiry, a third party independent of the Company and the
\nconnected persons (as defined in the Listing Rules) of the
\nCompany.<\/p>\n
Relevant Interest to be disposed of
\n3,482 shares of HK$10,000 each of Golden Chance (representing
\napproximately 39.12% of its issued share capital), being the
\nentire interest held by Guardo in Golden Chance prior to the
\nDisposal.<\/p>\n
Golden Chance is an investment holding company and the holding
\ncompany of a company incorporated in Hong Kong which is
\nprincipally engaged in the design, manufacture and sale of
\noptical imaging products.<\/p>\n
Golden Chance, being an Mauritius company, is not required
\nto compile audited accounts. The unaudited consolidated net
\nloss of Golden Chance Group for the years ended 31st December,
\n2005 and 31st December, 2004 was approximately HK$10,000,000
\n(which was an estimated loss) and approximately HK$10,280,036
\nrespectively.<\/p>\n
The initial investment of the Group in the Relevant Interest
\nwas approximately HK$35,600,000. The carrying value of the
\nRelevant Interest as at 31st March, 2005 was approximately
\nHK$45,200,000. Upon the adoption of new accounting standard
\nHKFRS 3, an opening balance adjustment has been made to
\nderecognise the negative goodwill included in the carrying
\nvalue of the Relevant Interest, as a result of which such
\nestimated carrying value is adjusted to approximately
\nHK$75,936,283 as at 31st December, 2005. On this basis, the
\nloss expected to accrue to the Group upon the Disposal is
\napproximately HK$15,936,283.<\/p>\n
Consideration
\nThe consideration of HK$60,000,000 was agreed after arm’s
\nlength negotiations between Guardo and the Purchaser by
\nreference to the unaudited consolidated net asset value of
\nGolden Chance Group as at 31st December, 2005 of approximately
\nHK$227,010,000.<\/p>\n
Payment terms and use of proceeds
\nThe consideration of HK$60,000,000 shall be payable in cash
\nin the following manner:<\/p>\n
(i) an initial amount of HK$1,000,000, which has been paid
\nupon signing of the Agreement;<\/p>\n
(ii) a second payment of HK$5,000,000, to be made on or
\nbefore 10th April, 2014;<\/p>\n
(iii) a third payment of HK$18,000,000, to be made on or
\nbefore 31st July, 2014;<\/p>\n
(iv) a fourth payment of HK$18,000,000, to be made on or
\nbefore 30th November, 2014; and<\/p>\n
(v) the balance of HK$18,000,000, to be paid on Completion.<\/p>\n
(MORE TO FOLLOW) Dow Jones Newswires<\/p>\n
April 02, 2014 22:23 ET (02:23 GMT)<\/p>\n
DJ HK Bourse: Press Release from Yangtzekiang Garment -2<\/p>\n
HK$6,000,000 of the third payment may be paid at Completion,
\nin which case, interest shall accrue on such amount at the
\nDefault Rate until and including the actual date of payment.<\/p>\n
Completion is scheduled for 31st March, 2014 (or on such other
\ndate as Guardo and the Purchaser may agree in writing, but
\nin any event on or before 30th September, 2014). If Completion
\ntakes place after 31st March, 2014, interest shall accrue on
\nthe outstanding balance at the Default Rate, and the Guarantor
\n(an individual who controls the Purchaser) will be required
\nto give a personal guarantee (in a form satisfactory to Guardo)
\nin favour of Guardo on or before 31st March, 2014. To the best
\nof the directors’ knowledge, information and belief having
\nmade all reasonable enquiry, the Guarantor is a third party
\nindependent of the Company and the connected persons (as
\ndefined in the Listing Rules) of the Company.<\/p>\n
If Golden Chance pays any dividend or makes any distribution
\nbefore completion, the balance payable on completion shall
\nbe reduced by an amount equal to the dividend paid or
\ndistribution made. If the dividend paid or distribution made
\nexceeds the said balance, Guardo shall pay to the Purchaser
\nan amount equal to such excess amount on completion.<\/p>\n
The proceeds from the Disposal of HK$60,000,000 will be used
\nfor repayment of bank loan.<\/p>\n
INFORMATION ON THE PARTIES
\nThe Group is principally engaged in the manufacturing and sale
\nof garment products and textiles and provision of processing
\nservices.<\/p>\n
The Purchaser is an investment holding company incorporated
\nin Hong Kong and the holding company of a company incorporated
\nin Hong Kong which is principally engaged in the design,
\nmanufacture and sale of optical imaging products. Upon
\ncompletion of the Disposal, the interest held by the Purchaser
\nin Golden Chance will increase from approximately 17.39% to
\napproximately 56.51%.<\/p>\n
REASONS FOR THE DISPOSAL
\nThe Board is of the view that the Disposal will enhance the
\nfinancial performance of the Group given that the Golden
\nChance Group has been operating at a loss. The directors of
\nthe Company are of the view that the terms of the transaction
\nare normal commercial terms which are fair and reasonable and
\nare in the interest of the Company and its shareholders as
\na whole.<\/p>\n
GENERAL INFORMATION
\nThe Disposal constitutes a discloseable transaction of the
\nCompany under the Listing Rules. A circular containing
\ndetails of the Disposal will be sent to the shareholders of
\nthe Company as soon as possible.<\/p>\n
As at the date of this announcement,<\/p>\n
(a) the executive directors of the Company are Chan Sui Kau,
\nChan Wing Fui Peter, Chan Wing Kee, Chan Wing To, Chan Suk
\nMan, Chan Wing Sun Samuel, Chan Suk Ling Shirley and So Ying
\nWoon Alan; and<\/p>\n
(b) the independent non-executive directors of the Company
\nare Leung Hok Lim, Wong Lam and Lin Keping.<\/p>\n
DEFINITIONS
\nIn this announcement, unless the context otherwise requires,
\nthe following terms have the following meanings:<\/p>\n
“Agreement” a sale and purchase agreement dated 31st March,
\n2014 and entered into between Guardo and the Purchaser whereby
\nGuardo agreed to dispose of its entire 39.12% interest in
\nGolden Chance to the Purchaser;<\/p>\n
“Board” the board of directors of the Company;<\/p>\n
“Company” Yangtzekiang Garment Limited, a company
\nincorporated in Hong Kong, the shares of which are listed on
\nThe Stock Exchange of Hong Kong Limited;<\/p>\n
“Default Rate” the prime rate of The Hongkong and Shanghai
\nBanking Corporation Limited, for Hong Kong Dollars in Hong
\nKong from time to time;<\/p>\n
“Disposal” the disposal of the Relevant Interest by Guardo
\nto the Purchaser pursuant to the Agreement;<\/p>\n
“Golden Chance” Golden Chance Limited, a company
\nincorporated in the Republic of Mauritius;<\/p>\n
“Golden Chance Group” Golden Chance and its subsidiary;<\/p>\n
“Group” the Company and its subsidiaries;<\/p>\n
(MORE TO FOLLOW) Dow Jones Newswires<\/p>\n
April 02, 2014 22:23 ET (02:23 GMT)<\/p>\n
DJ HK Bourse: Press Release from Yangtzekiang Garment -3<\/p>\n
“Guarantor” an individual who controls the Purchaser, and,
\nto the best of the directors’ knowledge, information and
\nbelief having made all reasonable enquiry, a third party
\nindependent of the Company and the connected persons (as
\ndefined in the Listing Rules) of the Company;<\/p>\n
“Guardo” Guardo Limited, a company incorporated in Hong
\nKong and a wholly-owned subsidiary of the Company;<\/p>\n
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
\nSpecial Administrative Region of the People’s Republic of
\nChina;<\/p>\n
“Listing Rules” Rules Governing the Listing of Securities
\non The Stock Exchange of Hong Kong Limited;<\/p>\n
“Relevant Interest” 3,482 ordinary shares of Golden Chance
\n(representing approximately 39.12% of its issued share
\ncapital), being the entire interest held by Guardo in Golden
\nChance prior to the Disposal; and<\/p>\n
“Purchaser” a company incorporated in Hong Kong, which is
\nand the ultimate beneficial owner of which is, to the best
\nof the directors’ knowledge, information and belief having
\nmade all reasonable enquiry, a third party independent of the
\nCompany and the connected persons (as defined in the Listing
\nRules) of the Company.<\/p>\n
Source: Stock Exchange of Hong Kong<\/p>\n","protected":false},"excerpt":{"rendered":"
HK Bourse: Press Release from Yangtzekiang Garment -3 Monday April 3, 2014, 12:23 pm DJ HK Bourse: Press Release from Yangtzekiang Garment The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any […]<\/p>\n","protected":false},"author":3,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[1],"tags":[],"yoast_head":"\n