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.
DINGYI GROUP INVESTMENT LIMITED
鼎億集團投資有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 508)
DISCLOSEABLE AND CONNECTED TRANSACTION
ACQUISITION OF 37.5% INTEREST IN A
NON-WHOLLY OWNED SUBSIDIARY
SHARE PURCHASE AGREEMENT
The Board is pleased to announce that on 5 January 2016, the Company entered into the
Share Purchase Agreement with JWIL, pursuant to which, the Company agrees to acquire
and JWIL agrees to sell the Relevant Shares, which represents 37.5% of the issued shares
of the Joint Venture Company (a non-wholly owned subsidiary of the Company) at a
consideration of RMB75,000,000.
LISTING RULES IMPLICATION
As the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules
are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction
of the Company and is subject to the reporting and announcement requirements under
Chapter 14 of the Listing Rules.
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In addition, JWIL is a substantial shareholder of the Joint Venture Company and thus is
a connected person of the Company at the subsidiary level under Rule 14A.06(9) of the
Listing Rules. The Acquisition constitutes a connected transaction of the Company under
the Listing Rules. As (i) the Board has approved the Acquisition; and (ii) the independent
non-executive Directors have confirmed that the terms of the Acquisition are fair and
reasonable, on normal commercial terms and in the interests of the Company and the
Shareholders as a whole, the Acquisition is subject to the reporting and announcement
requirements, but is exempted from the circular, independent financial advice and
independent shareholders’ approval requirements under Rule 14A.101 of the Listing Rules.
References are made to the announcement of the Company dated 21 August 2014 and the
circular of the Company dated 5 January 2015 in relation to the formation of the Joint Venture
Company.
The Board is pleased to announce that on 5 January 2016, the Company entered into the Share
Purchase Agreement with JWIL, pursuant to which, the Company agrees to acquire and JWIL
agrees to sell the Relevant Shares, which represents 37.5% of the issued shares of the Joint
Venture Company (a non-wholly owned subsidiary of the Company) at a consideration of
RMB75,000,000.
THE SHARE PURCHASE AGREEMENT
Details of the Share Purchase Agreement are set out below.
Date
5 January 2016
Parties
(1)
the Company as the purchaser
(2)
JWIL as the vendor
To the best knowledge, information and belief of the Directors, (i) JWIL is an investment
holding company and its ultimate beneficial owner is Mr. Li Lidong; and (ii) Mr. Li Lidong
has more than 20 years’ experience in financial and investment management and private
equity investment.
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Assets to be acquired
The Relevant Shares, representing 37.5% of the issued shares of the Joint Venture Company,
shall be acquired free from any mortgage, charge, pledge, lien, other encumbrance or third
party rights with all rights attached thereto of whatever nature.
The Relevant Shares were originally subscribed by JWIL pursuant to the Joint Venture
Agreement at an aggregate subscription cost of RMB75,000,000.
Consideration
The consideration of the Acquisition is RMB75,000,000 which shall be paid in full by the
Company to JWIL on or before 31 January 2016.
The consideration of the Acquisition was arrived at after arm ’s length negotiations between
the parties having taken into account of various factors, including among others, the original
subscription cost, the value of the assets and the possible future prospect of the business of
the Joint Venture Company. The Acquisition will be funded by the internal resources of the
Group.
The net loss (both before and after taxation) attributable to shareholders of the Joint Venture
Company for the periods immediately preceding the Acquisition are as follows:
Net loss before tax
Net loss after tax
For the
six months ended
30 September
2015
(unaudited)
HK$ ’000
For the year
ended 31 March
2015
(audited)
HK$ ’000
1,030
1,030
60,793
60,820
As the Joint Venture Company was established in September 2014, there is no applicable net
profit/loss figure for the year ended 31 March 2014.
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The audited total assets and net assets of the Joint Venture Company was approximately
HK$257,925,000 and HK$186,399,000, respectively, as at 31 March 2015. The unaudited
total assets and net assets of the Joint Venture Company was approximately HK$320,756,000
and HK$182,689,000, respectively, as at 30 September 2015.
Completion
Completion shall take place on 11 January 2016 (or such other date as the parties may agree).
Upon Completion, the Joint Venture Company will be a wholly-owned subsidiary of the
Company and Mr. Li Lidong, the ultimate beneficial owner of JWIL, will resign from all his
directorship and management role in the Joint Venture Company. The Group will continue to
consolidate the financial results of the Joint Venture Company.
Other terms
As at the date of this announcement, the Joint Venture Company owns 67,510,000 shares of
Superb Summit International Group Limited (HK Stock Code: 1228) (the “Superb Summit
Shares”).
Pursuant to the Share Purchase Agreement, the Company has undertaken to, after the trading
of the Superb Summit Shares resumes on the Main Board of the Stock Exchange, procure the
Joint Venture Company to sell the Super Summit Shares at a time as the Company thinks fit.
If there is an increase in value of the Superb Summit Shares upon such sale after deducting
the share cost of HK$1.128 per share and the transactional costs (the “Increased Value”),
the Company shall procure the Joint Venture Company to distribute the Increased Value in
proportion to the shareholding of the Joint Venture Company prior to the Acquisition (i.e.
37.5%) to JWIL. If there is a decrease in value of the Superb Summit Shares upon such sale
after deducting the share cost of HK$1.128 per share and the transactional costs, JWIL will
not be indemnified of such loss.
INFORMATION ABOUT THE GROUP, THE JOINT VENTURE
COMPANY AND JWIL
The Group is principally engaged in securities trading business, trading of wine, food and
beverages business, loan financing business, metal trading business and other investments.
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The Joint Venture Company and its subsidiaries, are principally engaged in the business of
financial leasing, leasing of assets, offshore purchase of assets for lease, management and
maintenance of the assets for lease, general operation and provision of guarantee in relation to
the financial leasing business and loan financing.
JWIL is a company incorporated in Samoa and is an investment holding company.
REASONS AND BENEFITS FOR ENTERING INTO THE SHARE
PURCHASE AGREEMENT
On 21 August 2014, the Company, JWIL and the Joint Venture Company entered into the Joint
Venture Agreement to form a joint venture for the development and operation of the financial
leasing business. Details of the Joint Venture Agreement are set out in the announcement of
the Company dated 21 August 2014 and the circular of the Company dated 5 January 2015.
Due to other commitments of Mr. Li Lidong, the ultimate beneficial owner of JWIL, he would
like to dispose his 37.5% shareholding in the Joint Venture Company. Taking into account of
the healthy business development of the Joint Venture Company, the Directors consider that
it would be beneficial for the Group to acquire the remaining shareholding interests in the
Joint Venture Company from JWIL. Upon Completion, the Joint Venture Agreement will be
terminated.
Based on the above, the Board (including the independent non-executive Directors) considers
the terms of the Acquisition are fair and reasonable, on normal commercial terms and in the
interests of the Company and the Shareholders as a whole. None of the Directors has any
material interest in the Acquisition and therefore none of the Directors have abstained from
voting on the board resolution approving the Share Purchase Agreement.
LISTING RULES IMPLICATION
As the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules are
more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the
Company and is subject to the reporting and announcement requirements under Chapter 14 of
the Listing Rules.
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In addition, JWIL is a substantial shareholder of the Joint Venture Company and thus is a
connected person of the Company at the subsidiary level under Rule 14A.06(9) of the Listing
Rules. The Acquisition constitutes a connected transaction of the Company under the Listing
Rules. As (i) the Board has approved the Acquisition; and (ii) the independent non-executive
Directors have confirmed that the terms of the Acquisition are fair and reasonable, on normal
commercial terms and in the interests of the Company and the Shareholders as a whole, the
Acquisition is subject to the reporting and announcement requirements, but is exempted
from the circular, independent financial advice and independent shareholders’ approval
requirements under Rule 14A.101 of the Listing Rules.
DEFINITIONS
In this announcement, the following terms and expressions (unless the context otherwise
requires) shall have the following meanings:
“Acquisition”
the acquisition by the Company of the Relevant Shares and
the transactions contemplated pursuant to the Share Purchase
Agreement
“Board”
the board of Directors
“Company”
DINGYI GROUP INVESTMENT LIMITED (stock code:
508), a company incorporated in Bermuda with limited
liability and the issued shares of which are listed on the
Main Board of the Stock Exchange
“Completion”
the completion of the Share Purchase Agreement
“Director(s)”
director(s) of the Company
“Group”
the Company together with its subsidiaries
“HK$”
Hong Kong dollars
“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China
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“Joint Venture Agreement”
a subscription and shareholders’ agreement dated 21 August
2014 entered into between the Company, JWIL and the Joint
Venture Company in relation to the formation of the Joint
Venture Company
“Joint Venture Company”
E a s e M a i n L i m i t e d（ 逸 明 有 限 公 司 ）, a c o m p a n y
incorporated in the British Virgin Islands with limited
liability and was prior to the Acquisition, owned as to 62.5%
by the Company and 37.5% by JWIL
“JWIL”
Joy Well Investments Limited, a company incorporated in
Samoa with limited liability
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“PRC”
the People’s Republic of China, for the purpose of this
announcement, excludes Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“Relevant Shares”
375 ordinary shares of the Joint Venture Company,
representing 37.5% of the issued shares of the Joint Venture
Company
“Shareholder(s)”
holder(s) of the shares in the Company
“Share Purchase
Agreement”
the agreement dated 5 January 2016 entered into between
the Company and JWIL in relation to, among others, the
Acquisition
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
7
“%”
per cent.
By order of the Board
DINGYI GROUP INVESTMENT LIMITED
LI Kwong Yuk
Chairman and Executive Director
Hong Kong, 5 January 2016
As at the date of this announcement, the Board comprises Mr. LI Kwong Yuk (Chairman),
Mr. SU Xiaonong (Chief Executive Officer) and Mr. CHEUNG Sze Ming as Executive
Directors; and Mr. CHOW Shiu Ki and Mr. CAO Kuangyu as Independent Non-executive
Directors.
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