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Boyaa Interactive International Limited Capital/Financing Update 2015

Dec 7, 2015

49215_rns_2015-12-07_ba82da16-50a1-42a5-9792-9bae9abd8860.pdf

Capital/Financing Update

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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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Boyaa Interactive International Limited 博雅互動國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0434)

VOLUNTARY ANNOUNCEMENT

COMPLETION OF THE DISPOSAL OF EQUITY INTEREST IN RAYSNS IN RETURN FOR CONSIDERATION SHARES IN ZEUS

The Board is pleased to announce that all conditions precedent under the Share Purchase Agreement are satisfied and fulfilled on 7 December 2015, and accordingly, the completion of (i) the disposal of equity interest in RaySns by Boyaa Shenzhen to Zeus and (ii) the issue and allotment of the Consideration Shares by Zeus to Boyaa Shenzhen will take place on 9 December 2015.

This is a voluntary announcement made by Boyaa Interactive International Limited (the “ Company ”).

Reference is made to the voluntary announcement of the Company dated 23 March 2015 (the “ Announcement ”) on the disposal of equity interest in RaySns in return for Consideration Shares in Dalian Zeus Entertainment Co., Ltd. (大連天神娛樂股份有限公司) (“ Zeus ”, and formerly known as Dalian Kemian Wood Industry Co., Ltd. (大連科冕木業股份有限公司) and referred to in the Announcement as Kemian). Unless otherwise defined, capitalized terms defined in the Announcement shall have the same meanings in this announcement.

The Board is pleased to announce that all conditions precedent under the Share Purchase Agreement are satisfied and fulfilled on 7 December 2015, and accordingly, the completion of (i) the disposal of 16% equity interest in RaySns (which represents the entire equity interest held by Boyaa Shenzhen in RaySns) by Boyaa Shenzhen to Zeus, and (ii) the issue and allotment of the Consideration Shares by Zeus to Boyaa Shenzhen will take place on 9

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December 2015. There was no adjustment to the consideration for the Disposal payable by Zeus to Boyaa Shenzhen. Accordingly, upon completion of the disposal of equity interest in RaySns by Boyaa Shenzhen to Zeus, the consideration for the Disposal payable by Zeus to Boyaa Shenzhen of RMB126,719,991.09 will be satisfied by the issue and allotment of the Consideration Shares, being 2,385,093 shares in Zeus with par value of RMB1.00 each and representing approximately 0.83% of the entire issued share capital of Zeus as at the date of this announcement, by Zeus to Boyaa Shenzhen. The Consideration Shares will be listed on Shenzhen Stock Exchange on 9 December 2015. Pursuant to the Share Purchase Agreement, Boyaa Shenzhen has undertaken to Zeus that:

  • (1) 20% of the Consideration Shares shall be locked up and not transferable by Boyaa Shenzhen until the expiry of twelve months commencing from 9 December 2015;

  • (2) 60% of the Consideration Shares shall be locked up and not transferable by Boyaa Shenzhen until the expiry of twenty-four months commencing from 9 December 2015; and

  • (3) the remaining 20% of the Consideration Shares shall be locked up and not transferable by Boyaa Shenzhen until the expiry of thirty-six months commencing from 9 December 2015.

Upon completion of the disposal of the equity interest in RaySns, Boyaa Shenzhen does not hold any interest in RaySns.

By Order of the Board Boyaa Interactive International Limited ZHANG Wei

Chairman and Executive Director

Hong Kong, 7 December 2015

As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Wei and Mr. DAI Zhikang; the independent non-executive directors are Mr. CHEUNG Ngai Lam, Mr. CHOI Hon Keung Simon and Mr. GAO Shaofei.

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