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Brainhole Technology Limited — M&A Activity 2018
May 4, 2018
50444_rns_2018-05-04_990f95dd-a7ad-4d72-9d8f-aee2df03947d.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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TOP DYNAMIC
TOP DYNAMIC INTERNATIONAL HOLDINGS LIMITED 泰邦集團國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2203)
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
Reference is made to the joint announcement dated 27 April 2018 (the “ Joint Announcement ”) issued by Top Dynamic International Holdings Limited (the “ Company ”) and Yoho Bravo Limited (the “ Offeror ”) in relation to, among other things, (i) the acquisition of controlling interest in the Company by the Offeror; and (ii) mandatory unconditional cash offer by China Galaxy International Securities (Hong Kong) Co., Limited for and on behalf of the Offeror to acquire all of the issued shares of the Company (other than those shares already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.
The board of directors of the Company hereby announces that Lego Corporate Finance Limited (“ Lego Corporate Finance ”), a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), has been appointed as the independent financial adviser of the Company to advise the Independent Board Committee in respect of the Offer, in particular as to whether the Offer are fair and reasonable, and as to the acceptance of the Offer. Such appointment has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Code on Takeovers and Mergers.
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The letter of advice of Lego Corporate Finance and the recommendations of the Independent Board Committee in respect of the Offer will be included in the Composite Document to be despatched jointly by the Company and the Offeror to the shareholders of the Company.
By Order of the Board Top Dynamic International Holdings Limited Chow Hin Keong
Chairman
Hong Kong, 4 May 2018
As at the date of this announcement, the executive Directors are Mr. Chow Hin Keong and Mr. Chow Hin Kok; and the independent non-executive Directors are Ms. Wong Sau Ying, Ms. Chan Mei Po and Ms. Man Oi Yuk Yvonne.
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement 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 statements in this joint announcement misleading.
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