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Apollo Future Mobility Group Limited — Capital/Financing Update 2011
Apr 15, 2011
49519_rns_2011-04-15_eb43f80a-c926-4cf7-ad00-4438638194aa.pdf
Capital/Financing Update
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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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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司[*]
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 860)
DISCLOSEABLE TRANSACTION – CURRENT STATUS
FURTHER EXTENSION OF LONG STOP DATE
Reference is made to the announcements of Ming Fung Jewellery Group Limited (the “ Company ”) dated 12 November 2010, 10 February 2011 and 2 March 2011 respectively and the Company’s circular dated 9 February 2011 (the “ Circular ”) in relation to the acquisition of the entire issued share capital of the Target Company. Terms used in this announcement shall have the same meanings as those defined in the Circular unless otherwise stated therein.
Current status of the Acquisition
The Board wishes to inform the Shareholders of the current status of the Acquisition. As at the date of this announcement, the status of the conditions precedent is as follows:
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(1) the Agreement and the transactions contemplated therein and the issuance and allotment of the Consideration Shares were approved by the Shareholders at the extraordinary general meeting of the Company held on 2 March 2011;
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(2) the Stock Exchange has granted their conditional listing approval for the Consideration Shares;
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(3) legal advisers in the relevant jurisdictions have been engaged by the Company to review and opine on various matters relevant to the transactions contemplated in the Agreement; and
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(4) contractual arrangements to establish over 42 retail outlets at the major cities in the PRC for sale of jewellery products and watches have been entered into by the Project Company.
The major outstanding matter for the completion of the Acquisition is the completion of the Target Group Corporate Reorganisation which includes the acquisition of the Project Company. To the best of the Directors’ knowledge information and belief having made all reasonable enquiries, the Vendor has already submitted the application documents regarding the acquisition of the Project Company to the relevant PRC governmental authorities for approval. Based on the information provided by the Vendor to the Directors, the Directors do not anticipate any difficulty in the acquisition of the Project Company. It is expected that upon completion of the Target Group Corporate Reorganisation, completion of the Agreement will take place.
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Extension of Long Stop Date
In order to give additional time for completion of the Target Group Corporate Reorganisation, the Purchaser and the Vendor entered into an agreement on 15 April 2011 to further extend the Long Stop Date for the completion of the Agreement from 15 April 2011 to 15 June 2011, with all the other terms of the Agreement remain unchanged and continue in full force and effect.
The Board is of the view that the extension of the Long Stop Date is not price sensitive in nature.
By order of the Board Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman
Hong Kong, 15 April 2011
As at the date hereof, the Company’s executive directors are Mr. Wong Chi Ming, Jeffry, Mr. Chung Yuk Lun and Mr. Yu Fei, Philip and independent non-executive directors are Mr. Chan Man Kiu, Mr. Tam Ping Kuen, Daniel and Mr. Jiang Chao.
- for identification purpose only
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