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Autohome Inc. — Capital/Financing Update 2007
Nov 14, 2007
50646_rns_2007-11-14_85b1d70b-c6d7-4cac-b37d-5b6c2f950043.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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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GOLIK HOLDINGS LIMITED 高力集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 1118)
ANNOUNCEMENT ON CONNECTED TRANSACTION PURCHASE OF MACHINE
The Board announces that the Purchaser, a 51% indirect non wholly-owned subsidiary of the Company, and the Vendor have entered into the Agreement for Sale and Purchase (the “Agreement”) dated 10[th] November, 2007 in relation to the purchase of OTT Machine from the Vendor, for a consideration of RMB$2,780,000 (equivalent to approximately HK$2,915,268) (the “Purchase”). The consideration was agreed at after arm’s length negotiation based on normal commercial terms.
The Vendor holds 47% of the registered capital of the Purchaser and is a substantial shareholder of the Purchaser and therefore it is a connected person of the Company. The Purchase contemplated under the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempted from independent shareholders’ approval requirements of Chapter 14A of the Listing Rules.
THE AGREEMENT
Date : 10[th ] November, 2007
Parties : Purchaser: 天津高力預一預應力鋼絞綫有限公司 (Tianjin Golik – The First PC Steel Strand Co., Ltd.), a sino-foreign equity joint venture company incorporated in the PRC on 21[st] June, 2002 which is a 51% indirect non wholly-owned subsidiary of the Company.
Vendor: 天津鋼綫鋼纜集團有限公司 (Tianjin Steel Wire and Cable Group Ltd.*), a limited liability company incorporated in the PRC. It holds 47% of the registered capital of the Purchaser and is a substantial shareholder of the Purchaser and therefore it is a connected person of the Company.
OTT : The OTT Wire Drawing Machine together with its spare parts aggregately Machine amounted to RMB3,560,000 are used for production of drawing P.C. wires (the “OTT Machine”). The OTT Machine is purchased in 1997 by the Vendor for about RMB9,577,479 and idle for use for more than three years.
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Consideration : The consideration of RMB2,780,000 (equivalent to approximately HK$2,915,268) was agreed at after arm’s length negotiation between the Purchaser and the Vendor with reference to (1) the current cost of new machines; (2) the market value of used machines and (3) a cost of RMB780,000 to be incurred for repairing the OTT Machine. The consideration shall be settled in cash by the Purchaser latest by 16[th] November, 2007.
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Terms : Pursuant to the Agreement, the Purchaser and the Vendor agreed that the Purchaser would purchase and the Vendor would sell the OTT Machine. The Purchaser and the Vendor further agreed that the Vendor would transfer its ownership of the maintenance contract in connection with the OTT Machine made with the maintenance provider to the Purchaser and shall assign all rights, interests and obligations thereunder to the Purchaser upon the completion of the Purchase.
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Condition : The Purchase is conditional upon the successful completion of full load test on Precedent the OTT Machine.
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Subject to the fulfillment of the condition precedent mentioned above, the OTT Machine will be transferred according to the delivery schedule agreed between the parties.
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Reasons and : The Purchaser is engaged in the business of manufacturing and sales of Benefits of pre-stressed steel wires. It currently sub-contracts to outside companies to have Purchase Steel Rod drawn down into P.C. Wire to feed its P.C. Strand Machine. The Board considered this practice is costly and would like to eliminate it by having the OTT Machine for own use. The OTT Machine is identical to the one that the Purchaser has already owned and operated and is ideal for use. The wire drawing capacity would be expected to increase by 1,000 tons per month and an approximate RMB1,500,000 could be saved each year at a lower production cost.
In addition, the Board considered the consideration is reasonable and good as it costs only about 40% of a new OTT machine. Also, no installation and commissioning costs would be incurred as the OTT Machine has already been installed and is operational and only subject to some repairs. The Purchaser would be benefited from the Purchase by having faster commissioning time, increase in production capacity as well as increase in sales.
The Directors, including the Independent Non-Executive Directors, believe that the Purchase is on normal commercial terms which are fair and reasonable and in the interests of the Company and its shareholders as a whole.
LISTING RULES IMPLICATIONS
The Company indirectly holds 51% of the registered capital of the Purchaser while the Vendor holds 47% of the registered capital of the Purchaser. The Vendor is a substantial shareholder of the Purchaser and therefore it is a connected person of the Company. As such, the Purchase contemplated under the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempted from independent Shareholders’ approval requirements of Chapter 14A of the Listing Rules.
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FURTHER INFORMATION
The Group is principally engaged in manufacturing and sales of steel and metal products and construction materials. The Purchaser is a 51% indirect non wholly-owned subsidiary of the Company and engaged in the business of manufacturing and sales of pre-stressed steel wires. The Vendor is engaged in the manufacturing of steel wire and strand.
DEFINITIONS
In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:-
the following meanings:- |
|
|---|---|
| “Agreement ” | the Agreement for Sale and Purchase dated 10thNovember, |
| 2007 entered into between the Purchaser and the Vendor in | |
| relation to the purchase of the OTT Machine; | |
| “Board” | the board of directors of the Company; |
| “Company” | Golik Holdings Limited, an exempted company |
| incorporated in Bermuda with limited liability, whose issued | |
| Shares are listed on the Main Board of the Stock Exchange; | |
| “Director(s)” | director(s) of the Company; |
| “Group” | the Company with its subsidiaries and associated |
| companies; | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC; |
| “HK$” or “HK dollars” | Hong Kong dollars, the lawful currency of Hong Kong; |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
| Exchange; | |
| “OTT Machine” | OTT Wire Drawing Machine together with its spare parts |
| used for production of drawing P.C. wires; | |
| “P.C. Wire” or “P.C. wires” | pre-stressed concrete steel wire(s); |
| “P.C. Strand” | pre-stressed concrete steel strand(s); |
| “PRC” | the People’s Republic of China; |
| “Purchase” | the purchase of the OTT Machine by the Purchaser from the |
| Vendor pursuant to the Agreement; | |
| “Purchaser” | 天津高力預一預應力鋼絞綫有限公司 (Tianjin Golik – The First PC Steel Strand Co., Ltd.), a sino-foreign |
| equity joint venture company incorporated in the PRC on | |
| 21stJune, 2002 which is a 51% indirect non wholly-owned | |
| subsidiary of the Company; |
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“RMB” Renminbi, the lawful currency of the PRC;
“Shares” ordinary shares of HK$0.1 each in the share capital of the Company;
“Shareholders” holders of the Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “Vendor ” 天津鋼綫鋼纜集團有限公司 (Tianjin Steel Wire and Cable Group Ltd.*), a limited liability company incorporated in the PRC. It holds 47% of the registered capital of the Purchaser and is a substantial shareholder of the Purchaser and therefore it is a connected person of the Company.
By Order of the Board Golik Holdings Limited Sammy Ho Company Secretary
Hong Kong, 14[th] November, 2007
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Pang Tak Chung, Mr. Ho Wai Yu, Sammy and Mr. John Cyril Fletcher, all of whom are Executive Directors, Mr. Robert Keith Davies, who is a Non-Executive Director, Mr. Yu Kwok Kan, Stephen, Mr. Chan Yat Yan and Mr. Lo Yip Tong are Independent Non-Executive Directors.
In this announcement, unless otherwise stated, certain amounts denominated in RMB have been translated into HK dollars at an exchange rate of HK$1.00 = RMB0.9536, for illustration purpose only. Such conversions shall not be construed as representations that amounts in RMB were or could have been or could be converted into HK dollars at such rates or any other exchange rates on such date or any other date.
* For identification purpose only.
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