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Beijing Geekplus Technology Co., Ltd. M&A Activity 2010
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Download source fileHong 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.
KARCE INTERNATIONAL HOLINGS COMPANY LIMITED
(incorporated in Bermuda with limited liability)
(stock code: 1159)
UPDATED PROGRESS FOLLOWING COMPLETION OF
THE VERY SUBSTANTIAL ACQUISITION ON 15 JANUARY 2009
This announcement is made pursuant to Rule 13.09 of the Listing Rules.
Following the Acquisition Completion on 15 January 2009, the Group has monitored the progress of the release of the pledge on the TMDC Sales Machineries. However, based on the information provided by the Vendors, the pledge has not been released. Neither the Vendors nor TMDC has provided the reasons for such failure to release the pledge, and the Company is not in position to ascertain when such pledge may be released.
Pursuant to the Conditional Waiver, the Vendors shall procure, and TMDC shall procure the Vendors to, the release of the pledge on the TMDC Sales Machineries within the twelve-month-period from the date of Acquisition Completion. In the event such release does not take place within the prescribed time (or any such later time as Sourcestar Profits may determine at its absolute discretion), under the Conditional Waiver, the Acquisition Price shall be reduced with the principal amount (in the sum of US$4,000,000) of the Tranche 1 Bonds withheld. Sourcestar Profits will proceed to reduce the Acquisition Price accordingly if the release does not take place on or before 15 January 2010.
In addition, production at the Suzhou Plant has not commenced as at the date of this announcement. Further announcement will be made by the Company should there be any material development regarding the operation following the Acquisition Completion as and when appropriate.
Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules. References are made to the circular of the Company dated 28 November 2008 (the “Circular”) and the announcement of the Company dated 20 April 2009 (the “Completion Announcement”). Capitalized terms shall have the same meaning as defined in the Circular unless otherwise stated.
The purpose of this announcement is to keep Shareholders and potential investors of the Company informed of the latest development of the Acquisition following its completion on 15 January 2009.
The Group has monitored the progress of the release of the pledge on the TMDC Sales Machineries. However, based on the information provided by the Vendors, the pledge created on the TMDC Sale Machineries has not been released. The Vendors and TMDC have not provided any reasons for such failure to release the pledge. The Company is not in position to ascertain when such pledge may be released.
As announced by the Company in the Completion Announcement, upon the Acquisition Completion, certain conditions precedent were conditionally waived by Sourcestar Profits in that, among other matters, the Vendors are to procure (and TMDC shall procure the Vendors to) the release of the pledge created on the TMDC Sales Machineries on or before the expiry of the twelve-month-period from 15 January 2009. In the event that the said pledge is not released within the prescribed time (or any such later time as Sourcestar Profits may determine at its absolute discretion), the above conditional waiver (the “Conditional Waiver”) further provides that the Acquisition Price shall then be reduced by the principal amount of the Tranche 1 Bonds withheld, i.e. a sum of US$4,000,000 shall be reduced from the Acquisition Price.
In the event that the pledge on the TMDC Sales Machineries is still not released by 15 January 2010, Sourcestar Profits would then further decide whether to extend the timing for the Vendors and TMDC to procure the release of such pledge, or to reduce the Acquisition Price in accordance with the Conditional Waiver.
In any event, given the Company observes a general decrease in the amount of domestic exports of (among other matters) household type electrical equipments to the United States (comparing the period from January to October 2009 with the same corresponding period in 2008), and that the general economic growth in the PRC appears to be slowing down since the financial turmoil surfaced in the third quarter of 2008 and which apparently continues in 2009, the Company does not consider it a desirable timing to commence production at the Suzhou Plant. As such, construction has not been completed at the Suzhou Plant and no production has taken place at the Suzhou Plant. Further announcement will be made by the Company should there be any material development regarding the Group’s operation subsequent to the Acquisition Completion as and when appropriate.
Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
By Order of the Board
Karce International Holdings Company Limited
Tang Lo Nar, Luler
Company secretary
Hong Kong, 5 January 2010
As at the date of this announcement, the executive Directors of the Company are Mr Sun Ying Chung, Mr Chan Sung Wai and Mr Wong King Lam, Joseph, non-executive Directors are Mr Lee Kwok Leung and Mr Yang Yiu Chong, Ronald Jeffrey, and the independent non-executive Directors are Mr Chan Siu Wing, Raymond and Mr Lam Pak Sum.
* For identification purpose only