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.
Town Health International Medical Group Limited
康健國際醫療集團有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 3886)
COMPLETION OF MAJOR AND
CONNECTED TRANSACTION;
APPOINTMENT OF EXECUTIVE DIRECTOR;
AND
CONTINUING CONNECTED TRANSACTIONS
COMPLETION OF MAJOR AND CONNECTED TRANSACTION
The Board is pleased to announce that all conditions precedent to the Acquisition had been
fulfilled and Completion has taken place on 1 January 2015 as agreed between the Company
and the Vendor.
APPOINTMENT OF EXECUTIVE DIRECTOR
The Board announces that the Board has resolved to appoint Dr. Ip as an executive Director.
Such appointment becomes effective on 1 January 2015.
1
CONTINUING CONNECTED TRANSACTIONS
On 1 January 2015, certain subsidiaries of Bonjour Holdings as licensors, and a subsidiary
of the Target as licensee, entered into (i) the Existing HK Licence Agreement in relation
to the grant by the licensor to the licensee of the exclusive right to use, enjoy and occupy
the Existing HK Premises; (ii) the New HK Licence Agreement in relation to the grant by
the licensor to the licensee of the exclusive right to use, enjoy and occupy the New HK
Premises; and (iii) the Macau Licence Agreement in relation to the grant by the licensor
to the licensee of the exclusive right to use, enjoy and occupy the Macau Premises prior to
Completion.
As Bonjour Holdings is indirectly and beneficially owned as to 61.10% by Dr. Ip, a
connected person of the Company by virtue of him being an executive Director upon
Completion, each of Bonjour Holdings and its subsidiaries became a connected person of
the Company under the Listing Rules. Accordingly, the transactions contemplated under the
Licence Agreements constitute continuing connected transactions for the Company under
Chapter 14A of the Listing Rules.
Since certain applicable percentage ratios relating to the proposed Annual Caps for the
continuing connected transactions under the Licence Agreements exceed 5% and the
Annual Caps are more than HK$10 million, the continuing connected transactions under
the Licence Agreements are subject to the reporting, announcement, annual review and
independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
GENERAL
The Independent Board Committee, comprising all the independent non-executive Directors,
i.e. Mr. Chan Kam Chiu, Mr. Ho Kwok Wah, George, Mr. Wai Kwok Hung, SBS, JP and
Mr. Wong Tat Tung, who have no material interest in the Licence Agreements and the
transactions contemplated thereunder and the Annual Caps, has been established to advise
the Independent Shareholders. An independent financial adviser will be appointed by the
Company to advise the Independent Board Committee and the Independent Shareholders
on the Licence Agreements and the transactions contemplated thereunder and the Annual
Caps. A SGM will be convened at which an ordinary resolution will be proposed to seek
the Independent Shareholders’ approval of, the Licence Agreements and the transactions
contemplated thereunder and the Annual Caps.
2
A circular containing, among other things, (i) the advice of the independent financial
adviser regarding the Licence Agreements and the transactions contemplated thereunder and
the Annual Caps; (ii) the recommendation of the Independent Board Committee regarding
the Licence Agreements and the transactions contemplated thereunder and the Annual Caps;
(iii) details of the Licence Agreements and the transactions contemplated thereunder; (iv)
other information as required to be disclosed under the Listing Rules; and (v) the notice
of the SGM and a form of proxy are expected to be despatched to the Shareholders on or
before 31 March 2015 as more time is required to prepare the information for inclusion in
the circular.
Reference is made to the circular (“Circular”) of Town Health International Medical Group
Limited (“Company”) dated 19 November 2014, relating to (1) the major and connected
transaction of issue of consideration shares by the Company to Bonjour Group Limited in
relation to acquisition of 100% interest in Bonjour Beauty International Limited; and (2)
proposed appointment of executive director of the Company. Capitalised terms used herein
shall have the same meanings as those defined in the Circular unless the context requires
otherwise.
COMPLETION
The Board is pleased to announce that all the conditions precedent to the Acquisition under
the Agreement had been fulfilled and Completion has taken place on 1 January 2015 as agreed
between the Company and the Vendor. The Company had allotted and issued 365,327,586
Consideration Shares to the Vendor to satisfy the consideration of the Acquisition.
Upon Completion, the Company was interested in the entire equity interests in the Target and
the Target had become a wholly-owned subsidiary of the Company.
APPOINTMENT OF EXECUTIVE DIRECTOR
The Board is pleased to announce that the Board has resolved to appoint Dr. Ip as an executive
Director. Such appointment becomes effective on 1 January 2015.
3
Dr. Ip, aged 57, is a director of the Target. Dr. Ip has over 37 years’ experience in running
retail and service business. He has in-depth knowledge and experience in the retail sales and
cosmetic product market. In June 1991, Dr. Ip co-founded the business of Bonjour Holdings
and its subsidiaries. Since 2003, he has been the chairman and an executive director of
Bonjour Holdings and has been responsible for overall strategic planning and formulation of
corporate policies of the whole group. From 2008, Dr. Ip was appointed as the chief executive
officer of Bonjour Holdings.
Dr. Ip has obtained several awards, including World Outstanding Chinese Award and honorary
doctorial degree from State Gleska University of California in 2007, consumer product
category award at the “Ernst & Young Entrepreneur of the Year 2011 China” in 2011, and Asia
Pacific Customer Relationship Excellence (CRE) Awards 2011 – CEO of the Year (Retail)
awarded by the Asia Pacific Customer Relationship Excellence Award Selection Committee in
2012.
Save as disclosed above, as at the date of this announcement, Dr. Ip did not hold any other
major appointment and professional qualification or directorship in other public companies
the securities of which are listed on any securities market in Hong Kong or overseas in the
last three years, nor does he have any relationship with any Director, senior management,
substantial shareholders or controlling shareholders (having the meaning ascribed to it in the
Listing Rules) of the Company. Save as disclosed above, Dr. Ip did not hold other positions
with the Company or other members of the Group.
As at the date of this announcement, save that (i) 10,176,000 Shares are held by Promised
Return Limited, which is wholly-owned by Deco City Limited and Deco City Limited is
owned as to 50% by Dr. Ip and 50% by Dr. Ip’s spouse and; (ii) 365,327,586 Shares are
held by the Vendor, being a wholly-owned subsidiary of Bonjour Holdings, which in turn is
indirectly and beneficially owned as to 61.10% by Dr. Ip, Dr. Ip was not interested in any
shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong).
Dr. Ip and the Company have entered into a letter of appointment (“Appointment Letter”)
pursuant to which Dr. Ip is appointed as an executive Director for a fixed period of two
years commencing from 1 January 2015 and Dr. Ip would be subject to retirement by
rotation and re-election at general meeting of the Company in accordance with the bye-laws
of the Company. Dr. Ip would be entitled to an annual director’s fee of HK$120,000. The
remuneration of Dr. Ip was determined with reference to his responsibilities, the Company’s
remuneration policy and the prevailing market conditions.
4
Save as disclosed above, there is no further information to be disclosed pursuant to
the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other
matters relating to the appointment of Dr. Ip that need to be brought to the attention of the
Shareholders.
The Board would like to take this opportunity to welcome Dr. Ip for his joining to the Board.
CONTINUING CONNECTED TRANSACTIONS
On 1 January 2015, certain subsidiaries of Bonjour Holdings as licensors, and a subsidiary
of the Target as licensee, entered into (i) a licence agreement (“Existing HK Licence
Agreement”) in relation to the grant by the licensor to the licensee of the exclusive right to
use, enjoy and occupy five premises in Hong Kong (“Existing HK Premises”); (ii) a licence
agreement (“New HK Licence Agreement”) in relation to the grant by the licensor to the
licensee of the exclusive right to use, enjoy and occupy one premises in Hong Kong (“New
HK Premises”); and (iii) a licence agreement (“Macau Licence Agreement”, together
with the Existing HK Licence Agreement and the New HK Licence Agreement, collectively
“Licence Agreements”) in relation to the grant by the licensor to the licensee of the exclusive
right to use, enjoy and occupy one premises in Macau (“Macau Premises”, together with
Existing HK Premises and New HK Premises, collectively “Premises”) prior to Completion.
The Group intends to continue to use the Existing HK Premises and the Macau Premises
and will use the New HK Premises under the arrangements as contemplated in the Licence
Agreements. Set out below is a summary of each of the Licence Agreements:
(i)
Existing HK Licence Agreement
1.
2.
Area of
premises
(sq. feet)
Licensor
Licensee
Date
Premises
Bonjour Cosmetic
Wholesale Center
Limited, a company
incorporated in Hong
Kong with limited
liability and principally
engaged in wholesaling
and retailing of beauty
and health-care products
in Hong Kong
Bonjour Beauty Limited, a
wholly-owned subsidiary
of the Company and a
company incorporated in
Hong Kong with limited
liability and principally
engaged in the operation
of beauty and health
salons in Hong Kong
1 January
2015
Shop B on the Ground Floor
and Offices on the First
and Second Floors of Anho
House, Nos. 22, 24, 26 and
28 Nullah Road, Kowloon,
Hong Kong (“Shop A”)
All those the First Floor of
Nos. 50 and 50A Tung
Choi Street of the building
erected on all that piece or
parcel of land registered
in the Land Registry as
the Remaining Portion of
Kowloon Inland Lot No.
2117 (“Shop B”)
5
Term of licence
Authorised use of
the premises
Security
Deposit
(HK$)
6,000
From 1 January 2015 to
31 December 2017
Lawful commercial
purpose
1,559,955
(a) from 1 January 2015 to 20 March
2015: HK$519,985 (inclusive
of rates, government rent and
management fees); and (b) from 21
March 2015 to 31 December 2017:
HK$598,385 (inclusive of rates,
government rent and management
fees)
2,200
From 1 January 2015 to
31 December 2017
Lawful commercial
purpose
47,580
(a) from 1 January 2015 to 31 March
2015: HK$15,860 (inclusive
of rates, government rent and
management fees); and (b) from 1
April 2015 to 31 December 2017:
HK$38,620 (inclusive of rates,
government rent and management
fees)
Monthly Licence Fee
Licensor
(ii)
Licensee
Date
Area of
premises
(sq. feet)
Premises
Term of licence
Authorised use of
the premises
Security
Deposit
(HK$)
Monthly Licence Fee
3.
Part of Ground Floors of
No. 40, 42, 44, 46, 48 & 50,
Tung Choi Street, Mongkok,
Kowloon (“Shop C”)
100
From 1 January 2015 to
31 December 2017
Lawful commercial
purpose
1,979,902.50 (a) from 1 January 2015 to 31 March
2015: HK$659,967.50 (inclusive
of government rent, rates and
management fees); and (b) from
1 April 2015 to 31 December
2017: HK$759,967.50 (inclusive
of government rent, rates and
management fees)
4.
all those portions on Basement
of Mirador Mansion,
Nos. 58, Nathan Road
Tsimshatsui, Kowloon,
Hong Kong (“Shop D”)
5,000
From 1 January 2015 to
31 July 2017
Lawful commercial
purpose
1,674,420
HK$558,140 (inclusive of government
rent, rate and management fees)
5.
the Fifth and Eleventh Floor
of the building erected
on all that piece or parcel
of ground situate lying
and being at Tokwawan,
Kowloon and registered
in the Land Registry
as Kowloon Inland Lot
No.9676 and designated
as No.3 Yuk Yak Street,
Tokwawan, Kowloon
(“Office E”)
11,588
From 1 January 2015 to
30 June 2015
Lawful commercial
purpose
450,000
HK$150,000 (inclusive of government
rent, rates and management fees)
New HK Licence Agreement
Licensor
1.
Licensee
Date
1 January
Bonjour Beauty
Apex Frame Limited,
2015
Limited, a whollya company
owned subsidiary
incorporated in Hong
of the Company
Kong with limited
and a company
liability and is an
incorporated in
investment holding
Hong Kong with
company (“Apex
limited liability and
Frame”)
principally engaged in
the operation of beauty
and health salons in
Hong Kong
Area of
premises
(sq. feet)
Premises
14,292
11th Floor,
Harrington
Building, Nos.
36-50 Wang
Wo Tsai Street,
Tsuen Wan, New
Territories
Term of licence
From 1 July 2015 to
30 June 2017
Authorised use
of the premises
Lawful
commercial
purpose
Security Deposit
(HK$)
Monthly Licence Fee
580,423.20
HK$193,474.40 (inclusive of
government rent, rates and
management fees)
Security Deposit
(HK$)
Monthly Licence Fee
1,242,900
HK$414,300 (inclusive of
government rent, rates and
management fees)
(iii) Macau Licence Agreement
Licensor
1.
Licensee
Date
1 January
Full Gain Developments Speedwell Group
2015
Limited, a whollyLimited, a company
owned subsidiary of
incorporated in
the Company and a
the BVI with
company incorporated
limited liability and
in the BVI with
principally engaged
limited liability and
in retailing of beauty
principally engaged
and healthcare
in provision of beauty
products in Macau
and healthcare related
consultancy services in
Macau
Area of
premises
(sq. feet)
Premises
6,512.5
the First Floor, the
Second Floor
and part of the
Fifth Floor of the
building erected
on 7 Domingos
Road, Macau
6
Term of licence
From 1 January 2015
to 30 September
2017
Authorised use
of the premises
Commercial
purpose
Conditions Precedent
Each of the Licence Agreements is conditional upon the passing of an ordinary resolution
by the Shareholders (other than those who are required by the Listing Rules to abstain
from voting on such resolution) at a special general meeting of the Company (“SGM”) to
be convened for the purpose of approving the terms of the Licence Agreements and the
transactions contemplated thereunder. If this condition precedent is not fulfilled by 30 April
2015 (or such other date agreed by the parties to the Licence Agreements in writing), all rights
and obligations of the parties under the Licence Agreements shall cease and terminate, and no
party thereto shall have any claim against the other save for claim (if any) in respect of any
antecedent breach thereof.
Annual Caps
Taking into account the fact that the Group intends to continue to use the Existing HK
Premises and the Macau Premises and will use the New HK Premises, it is expected that the
annual caps (“Annual Caps”), being the aggregate amount of the licence fees payable by the
Group under the Licence Agreements in each of the three financial years ending 31 December
2017, are as follows:
Annual Cap amounts
For the
For the
For the
financial
financial
financial
year ending
year ending
year ending
31 December
31 December
31 December
2015
2016
2017
HK$30,000,000
HK$30,800,000
HK$25,600,000
The above Annual Caps are determined based on the licence fees payable by the Target Group
to Bonjour Holdings Group under the Licence Agreements for the three years ending 31
December 2017.
7
Licence fees
The monthly licence fees under the Existing HK Licence Agreement and the Macau Licence
Agreement were determined by the parties to the Existing HK Licence Agreement and the
Macau Licence Agreement with reference to (i) the rents (which were determined by the then
prevailing market rents on the premises comparable in location, area and permitted use) and
other outgoings (such as government rents, rates and management fees) (if any) payable by
the licensors under the Licence Agreements as tenant to the landlord under the underlying
tenancy agreements in relation to the Premises; and (ii) the area of the premises licensed
under the Existing HK Licence Agreement and the Macau Licence Agreement. In addition, the
monthly licence fee under the New HK Licence Agreement was determined by the parties to
the New HK Licence Agreement with reference to the prevailing market rents on the premises
comparable in location, area and permitted use.
Reasons for the transactions
The Group is principally engaged in (i) healthcare business investments; (ii) provision and
management of healthcare and related services; and (iii) properties and securities investments
and trading.
The Target Group is principally engaged in the operation of 17 beauty and health salons under
the brands of “About Beauty”, “Dr. Protalk” and “Top Comfort” in Hong Kong, Macau and
Shanghai, and provision of beauty and health-care related consultancy services in Hong Kong
and Macau.
8
The Target Group has been occupying the Existing HK Premises and the Macau Premises
before the date of the Agreement and Completion for the operation of the Target Group’s
beauty salons/retail stores and office in Hong Kong and Macau respectively. In addition, the
Target Group has decided to relocate its office from Office E to the New HK Premises and
the renovation of the New HK Premises has commenced before the date of the Agreement
and Completion. It is considered that it will be in the interest of the Group for the Target
Group to continue to use the Existing HK Premises and the Macau Premises and to use the
New HK Premises after Completion as it will shelter the Group from any potential loss due to
relocation of its existing beauty salons/retail stores and office and save the relocation costs of
the Group.
Having considered the above, the Directors (excluding the independent non-executive
Directors whose opinion will be rendered and stated in the circular to be despatched after
taking into account the advice from the independent financial adviser) are of the view that the
terms of the Licence Agreements and the Annual Caps are fair and reasonable and the entering
into of the Licence Agreements is in the interests of the Company and the Shareholders as a
whole.
Listing Rules implication
As Bonjour Holdings is indirectly and beneficially owned as to 61.10% by Dr. Ip, a connected
person of the Company by virtue of him being an executive Director upon Completion, each
of Bonjour Holdings and its subsidiaries became a connected person of the Company under
the Listing Rules. Accordingly, the transactions contemplated under the Licence Agreements
constitute continuing connected transactions for the Company under Chapter 14A of the
Listing Rules.
Since certain applicable percentage ratios relating to the proposed Annual Caps for the
continuing connected transactions under the Licence Agreements exceed 5% and the Annual
Caps are more than HK$10 million, the continuing connected transactions under the Licence
Agreements are subject to the reporting, announcement, annual review and independent
shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Dr. Ip has abstained from voting at the relevant Board resolution for approving the Licence
Agreements since he was deemed to have a material interest in the transactions under the
Licence Agreements for the reasons mentioned above.
9
General
The independent board committee ( “ Independent Board Committee ” ), comprising all
the independent non-executive Directors, i.e. Mr. Chan Kam Chiu, Mr. Ho Kwok Wah,
George, Mr. Wai Kwok Hung, SBS, JP and Mr. Wong Tat Tung, who have no material
interest in the Licence Agreements and the transactions contemplated thereunder, has been
established to advise the Shareholder(s) other than those who are required by the Listing
Rules to abstain from voting on the resolution approving the Licence Agreements and the
transactions contemplated thereunder and the Annual Caps (“Independent Shareholders”).
An independent financial adviser will be appointed by the Company to advise the Independent
Board Committee and the Independent Shareholders on the Licence Agreements and the
transactions contemplated thereunder and the Annual Caps. A SGM will be convened at which
an ordinary resolution will be proposed to seek the Independent Shareholders’ approval of, the
Licence Agreements and the transactions contemplated thereunder and the Annual Caps.
As Dr. Ip is deemed to have material interest in the transactions under the Licence Agreements
for the reasons mentioned above, Dr. Ip and his associates will be required to abstain from
voting at the SGM in respect of the resolution relating to the Licence Agreements and the
transactions contemplated thereunder and the Annual Caps. Given that (i) the Vendor, holding
365,327,586 Shares, which represents approximately 7.15% of the ordinary shares of the
Company as at the date of this announcement, is a wholly-owned subsidiary of Bonjour
Holdings, which in turn is indirectly and beneficially owned as to 61.10% by Dr. Ip; and (ii)
Promised Return Limited, holding 10,176,000 Shares, which represents approximately 0.20%
of the ordinary shares of the Company as at the date of this announcement, is wholly-owned
by Deco City Limited, which is owned as to 50% by Dr. Ip and 50% by Dr. Ip’s spouse, the
Vendor and Promised Return Limited are associates of Dr. Ip and they will be required to
abstain from voting at the SGM in respect of the resolution relating to the Licence Agreements
and the transactions contemplated thereunder and the Annual Caps. Save as disclosed above,
to the best of the Directors’ knowledge, information and belief, having made all reasonable
enquiries, no other Shareholder has a material interest in the Licence Agreements and the
transactions contemplated thereunder and no Shareholder will be required to abstain from
voting at the SGM in respect of the resolution relating to the Licence Agreements and the
transactions contemplated thereunder and the Annual Caps.
10
A circular containing, among other things, (i) the advice of the independent financial adviser
regarding the Licence Agreements and the transactions contemplated thereunder and the
Annual Caps; (ii) the recommendation of the Independent Board Committee regarding the
Licence Agreements and the transactions contemplated thereunder and the Annual Caps; (iii)
details of the Licence Agreements and the transactions contemplated thereunder; (iv) other
information as required to be disclosed under the Listing Rules; and (v) the notice of the SGM
and a form of proxy are expected to be despatched to the Shareholders on or before 31 March
2015 as more time is required to prepare the information for inclusion in the circular.
By order of the Board
Town Health International Medical Group Limited
Lee Chik Yuet
Executive Director
Hong Kong, 1 January 2015
As at the date of this announcement, the executive Directors are Miss Choi Ka Yee, Crystal
(Chairperson), Dr. Cho Kwai Chee (Executive Vice Chairman), Dr. Hui Ka Wah, Ronnie, JP
(Chief Executive Officer), Mr. Lee Chik Yuet, Dr. Chan Wing Lok, Brian, Mr. Wong Seung
Ming (Chief Financial Officer) and Dr. Ip Chun Heng, Wilson; the non-executive Director is
Dr. Choi Chee Ming, GBS, JP (Vice-Chairman); and the independent non-executive Directors
are Mr. Chan Kam Chiu, Mr. Ho Kwok Wah, George, Mr. Wai Kwok Hung, SBS, JP and
Mr. Wong Tat Tung.
11