Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Beijing Yunji Technology Co., Ltd. M&A Activity 2014

Jun 20, 2014

50748_rns_2014-06-20_194a1f51-ee0a-45a1-adb1-4aed57931f49.pdf

M&A Activity

Open in viewer

Opens in your device viewer

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

==> picture [55 x 54] intentionally omitted <==

Manureen Holdings Limited

(Incorporated in the British Virgin Islands with limited liability)

CHEONG MING INVESTMENTS LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 1196)

(1) COMPLETION OF SALE AND PURCHASE OF BRILLIANT STAGE HOLDINGS LIMITED;

  • (2) COMPLETION OF SALE AND PURCHASE OF SHARES IN CHEONG MING INVESTMENTS LIMITED;

(3) PAYMENT OF SPECIAL DISTRIBUTION BY CHEONG MING INVESTMENTS LIMITED;

AND

(4) CHANGE OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Reference is made to (i) the joint announcement of the Company and Manureen Holdings Limited dated 3 April 2014 (the “ Joint Announcement ”); (ii) the announcements of the Company dated 23 April 2014 and 26 May 2014; and (iii) the circular of the Company dated 26 May 2014 in relation to, among other things, the Asset Reorganisation, the Special Distribution, the Share Sale and the Offer. Capitalised terms used herein have the same meanings as defined in the Joint Announcement unless otherwise specified.

COMPLETION OF THE ASSET REORGANISATION

The Board is pleased to announce that the Asset Reorganisation Completion has taken place on 20 June 2014. Following the Asset Reorganisation Completion, Brilliant Stage ceases to be a subsidiary of the Company.

1

COMPLETION OF THE SHARE SALE

The Share Sale Completion has taken place on 20 June 2014. The aggregate consideration for the Sale Shares amounted to HK$236,831,725.20, equivalent to HK$0.70 per Sale Share. Upon the Share Sale Completion, the Offeror and parties acting in concert with it became interested in 338,331,036 Shares, representing approximately 53.25% of the entire issued share capital of the Company as at the date of this joint announcement. Save for the aforesaid, the Offeror and parties acting in concert with it do not have any other interests in any securities of the Company as at the date of this joint announcement.

Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional general offer in cash for all the issued Shares (other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it). Emperor Capital will, on behalf of the Offeror, make the Offer at the Offer Price of HK$0.70 per Offer Share. The Composite Offer Document containing details of the Offer is expected to be despatched by the Offeror and the Company to the Shareholders on or before 27 June 2014.

PAYMENT OF SPECIAL DISTRIBUTION

The Board is pleased to announce that the cheques for payment of the Special Distribution are expected to be despatched on Friday, 4 July 2014. Those Shareholders whose names appear on the register of members of the Company at 4:30 p.m. on Wednesday, 18 June 2014 are entitled to receive the Special Distribution.

CHANGE OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG

The Company’s principal place of business in Hong Kong has been changed to Unit 1102, 11/F, Nexxus Building, 41 Connaught Road Central, Hong Kong with effect from 20 June 2014.

By order of the board of directors By order of the Board Manureen Holdings Limited Cheong Ming Investments Limited Lin Xiaohui Lui Shing Ming, Brian Director Chairman

Hong Kong, 20 June 2014

2

As at the date of this joint announcement, the board of directors of the Offeror comprises Mr. Lin Xiaohui and Madam Su Jiaohua.

As at the date of this joint announcement, the executive Directors are Mr. Lui Shing Ming, Brian (Chairman), Mr. Lui Shing Cheong (Managing Director) and Mr. Lui Shing Chung, Victor; and the independent non-executive Directors are Dr. Lam Chun Kong, Mr. Lo Wing Man and Dr. Ng Lai Man, Carmen.

All the directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

3