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.
(incorporated in Bermuda with limited liability)
(Stock Code: 982)
VOLUNTARY ANNOUNCEMENT
IN RELATION TO THE COMPLETION OF ACQUISITION OF
WAG WORLDSEC CORPORATE FINANCE LIMITED
The Board is pleased to announce that on 30 June 2016, the Company completed the
acquisition of the entire equity interest in WAG Worldsec, a licensed corporation carrying
on business in Type 4 (advising on securities) and Type 6 (advising on corporate finance)
regulated activities under the SFO.
THE ACQUISITION
In March 2016, the Company entered into the SP Agreement with the Sellers, pursuant to
which the Sellers conditionally agreed to sell and the Company conditionally agreed to
purchase the entire equity interest in WAG Worldsec. The Consideration was the aggregate of
(i) HK$10,000,000 and (ii) the audited net asset value of WAG Worldsec as at the date of the
SP Agreement, which was arrived at after arm’s length negotiations between the Company and
the Sellers. The Group funded the Consideration by its internal resources.
Completion of the Acquisition
Completion of the Acquisition is conditional upon, amongst other things, the granting of
approval from the SFC under the SFO for the change in “substantial shareholder” (as defined
under the SFO) of WAG Worldsec.
The Board is pleased to announce that pursuant to the terms of the SP Agreement, Completion
took place on 30 June 2016 following the grant of the requisite approval for the change in
“substantial shareholder” (as defined under the SFO) of WAG Worldsec by the SFC.
Following Completion, WAG Worldsec has become a wholly-owned subsidiary of the
Company and will be consolidated into the financial statements of the Group.
*
For identification purposes only
–1–
INFORMATION ON WAG WORLDSEC
WAG Worldsec is a company incorporated in Hong Kong with limited liability and was
wholly and beneficially owned by the Sellers prior to Completion. WAG Worldsec is a
licensed corporation carrying on business in Type 4 (advising on securities) and Type 6
(advising on corporate finance) regulated activities under the SFO.
REASONS FOR AND BENEFITS OF THE ACQUISITION
As disclosed in the Company’s 2015 annual report, the Group will focus on enhancing the
competitiveness of its core business and simultaneously, continue exploring new business
opportunities. The Company believes the Acquisition will provide a strong foothold for the
Company to extend its business presence in the financial service industry in Hong Kong and
strengthen the Group’s asset base, which will enable the Group to diversify and broaden its
source of income. This is in line with the Group’s strategy as set out in the Company’s 2015
annual report. The Company also believes the Acquisition has the potential to make future
contribution to the Group and help the Group develop sustainably.
In view of the above, the Directors consider that the Acquisition is in the interests of the
Company and the Shareholders as a whole.
GENERAL
Worldsec International Holdings Limited, WAG (Greater China) Limited and Gain Victory
Investments Limited are limited liability companies incorporated in the British Virgin Islands.
So far as the Company is aware, each of the Sellers are investment holding companies.
To the best of the Directors’ knowledge, information and belief and having made all
reasonable enquiries, the Sellers and their respective ultimate beneficial owners are third
parties independent of the Company and its connected person(s).
IMPLICATIONS UNDER THE LISTING RULES
As all of the applicable percentage ratio(s) in respect of the Acquisition are less than 5%, the
Acquisition did not constitute a notifiable transaction for the Company and thus the Company
did not issue any announcement on the entering into of the SP Agreement.
This announcement regarding the Acquisition and the Completion is published by the
Company on a voluntary basis.
–2–
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the
context requires otherwise.
“Acquisition”
the acquisition of the entire interest in WAG Worldsec by
the Company from the Sellers pursuant to the terms of the
SP Agreement;
“Board”
the board of Directors;
“Company”
iOne Holdings Limited (Stock Code: 982), a company
incorporated in Bermuda with limited liability, the Shares of
which are listed on the Main Board of the Stock Exchange;
“Completion”
Completion of the Acquisition in accordance with the terms
and conditions of the SP Agreement;
“connected person(s)”,
“percentage ratios”
has the meaning as defined in the Listing Rules;
“Consideration”
the total consideration payable by the Company pursuant to
the SP Agreement;
“Directors”
the director(s) of the Company;
“Group”
the Company and its subsidiaries;
“HK$”
Hong Kong dollars, the lawful currency in Hong Kong;
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange;
“Sellers”
Worldsec International Holdings Limited, WAG (Greater
China) Limited and Gain Victory Investments Limited;
“SFC”
the Securities and Futures Commission;
“SFO”
the Securities and Futures Ordinance (Cap. 571 of the Laws
of Hong Kong);
“Share(s)”
ordinary share(s) of HK$0.00025 each in the issued capital
of the Company;
–3–
“Shareholders”
holder(s) of ordinary share(s) in the share capital of the
Company;
“SP Agreement”
the SP Agreement dated 21 March 2016 entered into by the
Company and the Sellers in respect of the acquisition of the
entire equity interest in WAG Worldsec;
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“WAG Worldsec”
WAG Worldsec Corporate Finance Limited (華高和昇財
務顧問有限公司), a limited company incorporated in Hong
Kong and a licensed corporation carrying on business in
Type 4 (advising on securities) and Type 6 (advising on
corporate finance) regulated activities under the SFO; and
“%”
per cent.
By order of the Board
iOne Holdings Limited
Li Guangning
Executive Director and Chairman
Hong Kong, 30 June 2016
As at the date of this announcement, the board of directors of the Company comprises
Mr. Li Guangning (executive director and chairman), Mr. Xie Wei (executive director and
chief executive officer), Ms. Zhong Ming (executive director and chief financial officer); Ms.
Zhang Kuihong (non-executive director); Dr. Chen Jieping, Dr. Sun Mingchun and Mr. Tse
Yung Hoi (all being independent non-executive directors).
–4–