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Able Engineering Holdings Limited Regulatory Filings 2022

May 5, 2022

50048_rns_2022-05-05_1889032d-534f-419e-96de-57736f5724b9.pdf

Regulatory Filings

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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.

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ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1627)

(1) TERMINATION OF THE DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 50% ISSUED SHARES OF LANON DEVELOPMENT LIMITED; AND

(2) FURTHER DELAY IN DESPATCH OF CIRCULAR IN RELATION TO THE CONTINUING CONNECTED TRANSACTIONS REGARDING THE ENTERING INTO OF THE FRAMEWORK SUBCONTRACTING AGREEMENT AND THE FRAMEWORK CONTRACTING AGREEMENT

Reference is made to (i) the announcement of Able Engineering Holdings Limited (the “ Company ”) dated 18 February 2022 in relation to, among others, the acquisition of 50% issued shares of Lanon Development Limited (including the entering into of the Shareholders’ Agreement at Completion) and the entering into of the Framework Subcontracting Agreement and Framework Contracting Agreement; and (ii) the announcements of the Company dated 11 March 2022, 25 March 2022 and 14 April 2022 in relation to the delay and further delay in despatch of the circular (collectively, the “ Announcements ”). Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context otherwise stated.

TERMINATION OF THE AGREEMENT IN RELATION TO THE ACQUISITION

On 5 May 2022 (after trading hours), Caulfield Global Limited (the “ Buyer ”), Lanon Holdings Limited (the “ Seller ”) and Mr. NGAI Wing Yin (the “ Personal Guarantor ”) entered into a deed of termination (the “ Deed of Termination ”) pursuant to which the Agreement is terminated with immediate effect. As a result of the Deed of Termination, the Acquisition will not proceed and all respective duties and obligations of the Buyer, the Seller and the Personal Guarantor under the Agreement shall be released and discharged.

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FURTHER DELAY IN DESPATCH OF CIRCULAR IN RELATION TO THE ENTERING INTO OF THE FRAMEWORK SUBCONTRACTING AGREEMENT AND THE FRAMEWORK CONTRACTING AGREEMENT

As disclosed in the Announcements, a circular (the “ Circular ”) containing, among other things, (i) further details of the entering into of the Framework Subcontracting Agreement and the Framework Contracting Agreement; (ii) recommendation of the Independent Board Committee; (iii) letter of advice from the Independent Financial Adviser; (iv) other information as required to be disclosed under the Listing Rules; and (v) a notice of the EGM, together with a form of proxy are expected to be despatched by the Company to the Shareholders on or before 6 May 2022.

As additional time is required for the Company to prepare and finalise certain information to be included in the Circular, it is expected that the despatch of the Circular (together with the form of proxy) will be further delayed to a date on or before 27 May 2022.

By Order of the Board ABLE ENGINEERING HOLDINGS LIMITED CHEUNG Ho Yuen Executive Director and Chief Executive Officer

Hong Kong, 5 May 2022

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors Independent Non-executive Directors Mr. NGAI Chun Hung Prof. KO Jan Ming Mr. CHEUNG Ho Yuen Dr. LEE Man Piu Albert Mr. LAU Chi Fai Daniel Dr. LI Yok Sheung Mr. YAU Kwok Fai Ms. MAK Suk Hing Mr. MONG Chan

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