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Apollo Future Mobility Group Limited M&A Activity 2009

May 25, 2009

49519_rns_2009-05-25_5d3f592d-8991-4453-b71f-8b2f3eaea4c1.pdf

M&A Activity

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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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ANNOUNCEMENT ACQUISITION OF EAST OCEAN WORLDWIDE LIMITED UNUSUAL SHARE PRICE AND TRADING VOLUME MOVEMENT

THE LETTER OF INTENT

The Board is pleased to announce that on 22 May 2009, the Company entered into the Letter of Intent with the Vendor for the proposed acquisition of the Target Company.

The Letter of Intent, which is non-legally binding, may or may not lead to the entering into of a definitive and binding agreement and the transactions contemplated thereunder may or may not proceed. In the event that a definitive and binding agreement materializes, the transaction contemplated thereunder may constitute a notifiable transaction for the Company under the Listing Rules. Further announcements will be made in respect thereof as and when required by the Listing Rules.

As the proposed Acquisition may or may not proceed, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

UNUSUAL SHARE PRICE AND TRADING VOLUME MOVEMENT

The Board has noted the recent increases in the price and trading volume of the shares of the Company and wishes to state that the Board is not aware of any reasons for such increases.

THE LETTER OF INTENT

The Board is pleased to announce that on 22 May 2009, the Company and the Vendor entered into the Letter of Intent in relation to the possible Acquisition. The Letter of Intent included the following major terms and conditions:

  1. Subject to the entering into of a definitive and binding agreement, the Company will acquire and the Vendor will sell such number of issued shares representing the controlling shareholdings of the Target Company, which in turn holds the entire equity interest in the Mining Company.

  2. The consideration for and detailed terms of the Acquisition will be further negotiated between the Company and the Vendor.

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  1. The Vendor will allow the Company to conduct a feasibility study on the Acquisition upon the signing of the Letter of Intent, including but not limited to, conducting a legal, commercial, operational, accounting and financial due diligence exercise on the Target Company and the Mining Company.

  2. The Vendor has granted an exclusive right to the Company for a thirty-day period on the date of the Letter of Intent, during which the Vendor will not negotiate with third parties relating to the Acquisition. The Vendor has also granted a preferential right to the Company to enter into a definitive and binding agreement in relation to the Acquisition within the said thirty-day period.

To the best knowledge of the Directors, the Vendor is an Independent Third Party.

The Letter of Intent, which is non-legally binding, may or may not lead to the entering into of a definitive and binding agreement and the transactions contemplated thereunder may or may not proceed. In the event that a definitive and binding agreement materializes, the transaction contemplated thereunder may constitute a notifiable transaction for the Company under the Listing Rules. Further announcements will be made in respect thereof as and when required by the Listing Rules.

INFORMATION OF THE MINING COMPANY

As informed by the Vendor, the Mining Company was incorporated in Gui Chi District, Chi Zhou City of An Hui Province, the PRC on 2 September 2006 and is mainly involved in the processing, sale and provision of relevant technical service of metal ore products and nonmetal ore products. The Mining Company has obtained the exploration permit issued from The Ministry of Land and Resources of the PRC in relation to the exploration rights of Hou Shan Polymetallic Mining Properties and Gao Ling Polymetallic Mining Properties of Chi Zhou City of An Hui Province. The estimated amount of gold reserves of Hou Shan Polymetallic Mining Properties is around 15 tons. Apart from gold reserves, Hou Shan Polymetallic Mining Properties also contain copper, zinc and silver reserves. Through preliminary exploration, it has been discovered that Gao Ling Polymetallic Mining Properties also contain six polymetallic mineral reserve points which contain gold, silver and copper reserves and have great development potential.

As the proposed Acquisition may or may not proceed, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

UNUSUAL SHARE PRICE AND TRADING VOLUME MOVEMENTS

The following statement is made at the request of the Stock Exchange.

The Board has noted the recent increases in the price and trading volume of the shares of the Company and wishes to state that the Board is not aware of any reasons for such increases.

Save as disclosed above in relation to the Letter of Intent, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

Made by the order of Board, the Directors of which individually and jointly accept responsibility for the accuracy of this statement.

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DEFINITIONS

  • ‘‘Acquisition’’ the acquisition of such number of issued shares representing the controlling shareholdings of the Target Company

  • ‘‘Board’’ the board of Directors

  • ‘‘Company’’ Ming Fung Jewellery Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

  • ‘‘Directors’’ the directors of the Company

  • ‘‘Independent Third a third party and its ultimate beneficial owners being independent of Party’’ the Company and its connected persons (as defined under the Listing Rules)

  • ‘‘Letter of Intent’’ a non-legally binding letter of intent entered into on 22 May 2009 between the Company and the Vendor for the sale by the Vendor and the purchase by the Company of such number of issued shares representing the controlling shareholdings of the Target Company

  • ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

  • ‘‘Mining Company’’ Chi Zhou Donghai Mining Development Company Limited (池州東海 礦業發展有限公司), a wholly-foreign owned company incorporated in the PRC

  • ‘‘PRC’’ the People’s Republic of China

  • ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

  • ‘‘Target Company’’ East Ocean Worldwide Limited (東海環球有限公司), a company incorporated in Hong Kong with limited liability, which holds the entire equity interest in the Mining Company

  • ‘‘Vendor’’ Super Charm Holdings Limited (明尚控股有限公司), which holds the entire issued share capital of the Target Company

By order of the Board Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman

Hong Kong, 22 May 2009

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. Lee Pak Chung, Mr. Chan Man Kiu and Mr. Tam Ping Kuen, Daniel.

  • for identification purpose only

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