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.
Bauhaus International (Holdings) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 483)
CONNECTED TRANSACTION
ACQUISITION OF PROPERTY
THE ACQUISITION
On 29 March 2010, BPL, an indirect wholly-owned subsidiary of the Company entered into
the Sale and Purchase Agreement with SWL, pursuant to which BPL agreed to purchase,
and SWL agreed to sell, the Property for an aggregate consideration of HK$1,980,000.
SWL, is 100% beneficially owned by Mr. Wong Yui Lam, an executive Director, chief
executive officer and a substantial shareholder of the Company, and is therefore a
connected person of the Company under the Listing Rules. The Acquisition constitutes
a connected transaction of the Company under Rule 14A.32 of the Listing Rules and is
only subject to the reporting and announcement requirements set out in Rules 14A.45 to
14A.47 of the Listing Rules and is exempt from the independent shareholders’ approval
requirement.
Based on the relevant percentage ratio calculated pursuant to Rule 14.07 of the Listing
Rules, the Acquisition does not constitute a notifiable transaction of the Company under
Chapter 14 of the Listing Rules.
The Directors (including the independent non-executive Directors) consider that the
Acquisition is in the ordinary and usual course of business of the Group and the terms
of the Sale and Purchase Agreement have been negotiated on an arm’s length basis and
on normal commercial terms which are fair and reasonable and the Acquisition is in the
interests of the Company and the Shareholders as a whole.
–1–
THE SALE AND PURCHASE AGREEMENT
Date
29 March 2010
Parties
1.
BPL, as the purchaser. BPL is an indirect wholly-owned subsidiary of the Company and
is principally engaged in property holding and leasing.
2.
SWL, as the vendor. SWL is 100% beneficially owned by Mr. Wong Yui Lam, an
executive Director, chief executive officer and a substantial shareholder of the Company.
As at the date hereof, Mr. Wong Yui Lam was interested in approximately 58.39% of the
issued share capital of the Company.
Sale and Purchase
Pursuant to the Sale and Purchase Agreement, SWL agreed to sell, and BPL agreed to
purchase, the Property subject to the terms contained therein.
Property
The Property comprises the lorry car parking spaces nos. L7, L9 and L11 on Basement, Sino
Industrial Plaza, No. 9 Kai Cheung Road, Kowloon. Upon Completion, the Property will be
used as car packing spaces to support the Group’s expanding retail business.
Consideration
The consideration under the Sale and Purchase Agreement is HK$1,980,000 and shall be paid
by cash on or before 29 March 2010.
Completion
The completion of the Sale and Purchase Agreement shall take place on or before 29 March
2010.
FUNDING OF THE ACQUISITION
The aggregated consideration of the Acquisition amounted to HK$1,980,000 shall be funded
by internal resources.
–2–
ORIGINAL PURCHASE COST OF THE PROPERTY, rENTAL pAYMENT AND THE
VALUATION OF THE PROPERTY
SWL, the vendor to the Sale and Purchase Agreement acquired the Property at an aggregate
consideration of HK$1,900,000 in July 2004. The Property is presently leased to Tough
Jeans Limited, an indirect wholly-owned subsidiary of the Company, under the tenancy
agreement which expired on 28 March 2010 at a monthly rental payment of HK$12,000. The
Consideration has been agreed by the Group and SWL after arm’s length negotiations and has
been determined with reference to the indicative valuation of the Property of HK$2,200,000
as of 28 February 2010, appraised by an independent property valuer, RHL Appraisal Limited
by adopting the direct comparison method where comparison based on price information of
comparable properties is made and the investment method on the basis of capitalisation of the
net rental incomes with due allowance for reversionary income potential.
REASONS FOR AND BENEFITS OF THE ACQUISITION
The Group intends to acquire the Property and to be used as car packing spaces to support the
Group’s expanding retail business. The Acquisition will help the Group in saving future rental
payment, reduce the continuing connected transaction of the Company and will enhance the
fixed asset base of the Group.
INFORMATION OF THE GROUP AND SWL
The Group is principally engaged in the manufacture and trading of garments and accessories.
SWL is a property holding and leasing company.
LISTING RULES IMPLICATIONS
SWL, is 100% beneficially owned by Mr. Wong Yui Lam, an executive Director, the chief
executive officer and a substantial shareholder of the Company. SWL is therefore a connected
person of the Company under the Listing Rules. Accordingly, the Acquisition constitutes a
connected transaction of the Company under the Listing Rules.
Based on the relevant percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules,
the Acquisition constitutes a connected transaction of the Company under Rule 14A.32 of
the Listing Rules and is only subject to the reporting and announcement requirements set
out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempt from the independent
shareholders’ approval requirement.
Based on the relevant percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules,
the Acquisition does not constitute a notifiable transaction of the Company under Chapter 14
of the Listing Rules.
The Directors (including the independent non-executive Directors) consider that the
Acquisition is in the ordinary and usual course of business of the Group and the terms of the
Agreement have been negotiated on an arm’s length basis and on normal commercial terms
which are fair and reasonable and the Acquisition is in the interests of the Company and the
Shareholders as a whole are concerned.
–3–
DEFINITIONS
In this announcement, the following expressions have the following meanings unless the
context otherwise requires:
“Acquisition”
the acquisition of the Property pursuant to the Sale and
Purchase Agreement
“Board”
the board of Directors
“BPL”
Bauhaus Property Limited, a company incorporated in
Hong Kong on 26 April 2002, an indirectly wholly-owned
subsidiary of the Company
“Company”
Bauhaus International (Holdings) Limited, a company
incorporated in the Cayman Islands with limited liability
and the issued Shares of which are listed on the Main
Board of the Stock Exchange
“Completion”
completion of the Acquisition
“connected person(s)”
the meaning ascribed thereto in the Listing Rules
“Consideration”
HK$1,980,000, being the consideration payable by BPL to
SWL pursuant to the Sale and Purchase Agreement
“Directors”
the directors of the Company
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“Property”
Lorry car parking spaces nos. L7, L9 and L11 on
Basement, Sino Industrial Plaza, No. 9 Kai Cheung Road,
Kowloon
“Sale and Purchase Agreement”
the memorandum of agreement for sale and purchase in
relation to the acquisition of the Property entered into
between BPL and SWL dated 29 March 2010, details of
which are set out in “The Sale and Purchase Agreement”
of this announcement
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“Share(s)”
ordinary share(s) of HK$0.10 each in the share capital of
the Company
“Shareholder(s)”
holders of Share(s)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“substantial shareholder”
the meaning ascribed thereto in the Listing Rules
“SWL”
Sharp Woods Limited, a company incorporated in Hong
Kong on 15 June 2001, is 100% beneficially owned by Mr.
Wong Yui Lam, an executive Director, chief executive
officer and a substantial shareholder of the Company
“%”
per cent.
By order of the Board
Bauhaus International (Holdings) Limited
Wong Yui Lam
Chairman
Hong Kong, 29 March 2010
As at the date of this announcement, the Board comprises Mr. Wong Yui Lam, Madam Lee Yuk
Ming and Mr. Yeung Yat Hang as executive Directors and Mr. Chu To Ki, Mr. Mak Wing Kit
and Dr. Wong Yun Kuen as independent non-executive Directors.
–5–