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Beijing Yunji Technology Co., Ltd. — M&A Activity 2016
May 9, 2016
50748_rns_2016-05-09_09dd44cb-6747-4a2d-bec1-fdc2efd87df2.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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(Incorporated in Bermuda with limited liability) (Stock Code: 1196)
LETTER OF INTENT IN RESPECT OF A POSSIBLE ACQUISITION OF 60% ISSUED SHARE CAPITAL OF TOP EAGLE INTERNATIONAL TRADING LIMITED
The board (the “ Board ”) of directors (the “ Directors ”) of Realord Group Holdings Limited (the “ Company ”) is pleased to announce that on 9 May 2016, the Company and Fortune Victory Asia Corporation (the “ Vendor ”) entered into a letter of intent (the “ Letter of Intent ”) in respect of a possible acquisition (the “ Possible Acquisition ”) of 60% issued share capital of Top Eagle International Trading Limited (the “ Target ”), being a company incorporated in Hong Kong with limited liability. The Target in turn holds the entire equity interest in 廣西梧州市通寶再生物資有限公司 (Guangxi Wuzhou City Tong Bao Renewable Materials Limited[#] ), being a company established in the People’s Republic of China with limited liability and is principally engaged in the business of recycling, dismantling and sales of scrap materials. As at the date of the Letter of Intent, the Target was owned as to 60% by the Vendor, 30% by Fortune Millennium Business Limited and 10% by Enormous Fortune Global Limited.
Pursuant to the Letter of Intent, (i) the Company has the right to conduct due diligence on the Target and its subsidiary; and (ii) an exclusivity period of three months from the date of the Letter of Intent (or such later date as agreed by the Company and the Vendor) (the “ Long Stop Date ”) was granted by the Vendor to the Company in negotiations of the Possible Acquisition. The Company shall pay a refundable earnest money of HK$3,000,000 to the Vendor within 5 business days after the signing of the Letter of Intent. The earnest money is refundable without interest to the Company if consensus on the due diligence results or terms and conditions of the formal acquisition agreement cannot be reached by the Long Stop Date. If a formal acquisition agreement can be reached and executed, the earnest money paid by the Company under the Letter of Intent will form part of the consideration for the Possible Acquisition.
The consideration for the Possible Acquisition will be subject to further negotiation between the Company and the Vendor, and is expected to be satisfied by the Company by cash and by way of allotment and issue of shares of the Company to the Vendor.
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The Letter of Intent is not legally binding on the parties in respect of the consummation of the Possible Acquisition and/or the entering into of the formal acquisition agreement. The Letter of Intent may or may not lead to the entering into of the formal acquisition agreement and the transactions contemplated thereunder may or may not be consummated. In the event that the formal acquisition agreement materialises, further announcement(s) will be made in respect thereof as and when required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Shareholders of the Company and other investors should note that the Possible Acquisition may or may not proceed and are advised to exercise caution when dealing in the shares of the Company.
By order of the Board Realord Group Holdings Limited Lin Xiaohui Chairman
Hong Kong, 9 May 2016
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the English translation of Chinese names or words in this announcement, where indicated, is included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.
As at the date of this announcement, the executive Directors are Dr. Lin Xiaohui, Madam Su Jiaohua and Mr. Lin Xiaodong and the independent non-executive Directors are Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue.
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