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CASH Financial Services Group Limited — Proxy Solicitation & Information Statement 2012
Dec 14, 2012
49260_rns_2012-12-14_01181c0c-2747-405c-a5ef-ebd956dab571.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in CASH Financial Services Group Limited, you should at once hand this circular to the purchaser or transferee or to the bank, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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CASH FINANCIAL SERVICES GROUP LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 510)
MAJOR TRANSACTION
– ACQUISITIONS OF PROPERTIES IN HONG KONG
17 December 2012
CONTENTS
| Page | |
|---|---|
| Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 |
|
| Letter from the Board | |
| Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 |
|
| The First Provisional Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 |
|
| The Second Provisional Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 |
|
| The Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 |
|
| Reasons for the Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 |
|
| Effects of the Acquisitions on the earnings, assets | |
| and liabilities of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 |
|
| Financial and trading prospect of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 |
|
| General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 |
|
| Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 |
|
| Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 |
|
| Appendix II – Valuation reports of the Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 |
|
| Appendix III – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 |
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
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“Acquisitions” the First Acquisition and the Second Acquisition “Announcements” the announcements made by the Company on 10 November 2012 and 13 November 2012 respectively in relation to, among other things, the entering into of the Provisional Agreements and the Acquisitions
-
“associates” has the same meaning ascribed in the Listing Rules
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“Board” the board of Directors
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“Business Day(s)” any day (other than a Saturday or a Sunday) on which banks in Hong Kong are generally opened for normal banking business
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“CASH” Celestial Asia Securities Holdings Limited (stock code: 1049), a company incorporated in Bermuda with limited liability and which securities are listed on the main board of the Stock Exchange
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“Cash Guardian” Cash Guardian Limited, a company incorporated in the British Virgin Islands with limited liability. It is a company controlled by Mr Kwan Pak Hoo Bankee
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“CIGL” Celestial Investment Group Limited, a company incorporated in the British Virgin Islands with limited liability, is a wholly-owned subsidiary of CASH
“Closely Allied Shareholders” CIGL (a substantial Shareholder and is holding 1,657,801,069 Shares (42.75%)), Cash Guardian (a company controlled by Mr Kwan Pak Hoo Bankee (Chairman of the Company and is holding 67,359,520 Shares (1.73%)) and Abdulrahman Saad AlRashid & Sons Company Limited (the Shareholder and is holding 315,131,640 Shares (8.12%)), who are beneficially interested in an aggregate of 2,040,292,229 Shares, representing approximately 52.60% of the entire issued capital of the Company as at the Latest Practicable Date
“Company” or “CFSG” CASH Financial Services Group Limited (stock code: 510), a company incorporated in Bermuda with limited liability and the Shares are listed on the main board of the Stock Exchange
“Consideration” consideration for the First Acquisition or the Second Acquisition (as the case may be)
- “Director(s)”
director(s) of the Company
1
DEFINITIONS
“First Acquisition”
the acquisition of the First Property by the First Purchaser pursuant to the First Provisional Agreement
- “First Formal Agreement”
the formal sale and purchase agreement dated 13 November 2012 entered into between the First Purchaser and the Vendor in relation to the First Acquisition
-
“First Property” the whole floor of 21/F of Rykadan Capital Tower, No. 135-137 Hoi Bun Road, Kwun Tong, Kowloon (Kwun Tong Inland Lot No. 526) (with a total gross area of approximately 12,007 square feet), together with four car parking spaces Nos. P15 to P18 on 1/F of the same building
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“First Provisional Agreement” the provisional sale and purchase agreement dated 10 November 2012 entered into between the First Purchaser and the Vendor in relation to the First Acquisition
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“First Purchaser” Cheer Wise Investments Limited, a company incorporated in Hong Kong with limited liability, which is a wholly-owned subsidiary of the Company
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“Formal Agreements” the First Formal Agreement and the Second Formal Agreement
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“Group” the Company and its subsidiaries
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“Latest Practicable Date” 12 December 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“Model Code” the required standards of dealings regarding securities transactions by Directors or the Model Code for Securities Transactions by Directors of Listed Issuers as set out in the Listing Rules
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“Percentage Ratios” the percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules
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“Properties” the First Property and the Second Property
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“Provisional Agreements” the First Provisional Agreement and the Second Provisional Agreement
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“Purchasers” the First Purchaser and the Second Purchaser
2
DEFINITIONS
“Second Acquisition” the acquisition of the Second Property by the Second Purchaser pursuant to the Second Provisional Agreement
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“Second Formal Agreement” the formal sale and purchase agreement dated 13 November 2012 entered into between the Second Purchaser and the Vendor in relation to the Second Acquisition
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“Second Property” the whole floor of 22/F of Rykadan Capital Tower, No. 135-137 Hoi Bun Road, Kwun Tong, Kowloon (Kwun Tong Inland Lot No. 526) (with a total gross area of approximately 12,060 square feet), together with four car parking spaces Nos. P19 to P22 on 1/F of the same building
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“Second Provisional Agreement” the provisional sale and purchase agreement dated 10 November 2012 entered into between the Second Purchaser and the Vendor in relation to the Second Acquisition
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“Second Purchaser” Victory Glory Investments Limited, a company incorporated in Hong Kong with limited liability, which is a wholly-owned subsidiary of the Company
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“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
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“Share(s)” ordinary shares of HK$0.02 each in the capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited
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“Vendor” Vital Success Development Limited, with the principal activity of real estate development and investment To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and the ultimate beneficial owner of the Vendor are third parties independent of the Company and connected persons (as defined under the Listing Rules) of the Company
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“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “US$” United States dollar(s), the lawful currency of the United States
Unless otherwise specified in this circular, amounts denominated in US$ have been translated, for illustration only, into HK$ at exchange rate of US$1.00=HK$7.80.
3
LETTER FROM THE BOARD
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CASH FINANCIAL SERVICES GROUP LIMITED
(Incorporated in Bermuda with limited liability) (Stock code: 510)
Board of Directors: Executive: KWAN Pak Hoo Bankee CHAN Chi Ming Benson LAW Ping Wah Bernard CHENG Man Pan Ben CHENG Pui Lai Majone
Independent non-executive: CHENG Shu Shing Raymond LO Kwok Hung John LO Ming Chi Charles
Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Head office and principal place of business: 21/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong
17 December 2012
To Shareholders
Dear Sir/Madam,
MAJOR TRANSACTION
– ACQUISITIONS OF PROPERTIES IN HONG KONG
INTRODUCTION
On 10 November 2012 and 13 November 2012, the Board made the Announcements relating to the Acquisitions.
Under the Listing Rules, the Acquisitions constitute a major transaction for the Company and are subject to the Shareholders’ approval accordingly.
The Company has obtained written approval for the Acquisitions in accordance with Rule 14.44 of the Listing Rules from the Closely Allied Shareholders, and therefore no special general meeting will be convened for the purpose of approving the Acquisitions as permitted under Rule 14.44 of the Listing Rules.
The purpose of this circular is to give you further information on the Acquisitions.
4
LETTER FROM THE BOARD
THE FIRST PROVISIONAL AGREEMENT
Date: 10 November 2012 The First Purchaser: Cheer Wise Investments Limited, a wholly-owned subsidiary of the Company, with principal business of investment holding The Vendor: Vital Success Development Limited The First Property: The whole floor of 21/F of Rykadan Capital Tower, No. 135-137 Hoi Bun Road, Kwun Tong, Kowloon (Kwun Tong Inland Lot No. 526) (with a total gross area of approximately 12,007 square feet), together with four car parking spaces Nos. P15 to P18 on 1/F of the same building
Consideration: HK$114,824,960, being the total price of the acquisition of the First Property pursuant to the First Provisional Agreement, to be settled in cash.
The terms of the First Provisional Agreement were determined after arm’s length negotiation with reference to the current market conditions and were on normal commercial terms. The Board considers that the terms of the First Provisional Agreement are fair and reasonable and are in the best interest of the Company and the Shareholders.
Payment terms: The Consideration has been/will be paid by the First Purchaser in the following manner:
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(a) HK$5,741,248 (being 5% of the Consideration) has been paid as an initial deposit upon the signing of the First Provisional Agreement;
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(b) HK$5,741,248 (being 5% of the Consideration) has been paid as a further deposit upon the signing of the First Formal Agreement on 13 November 2012;
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(c) HK$5,741,248 (being 5% of the Consideration) will be paid as a further deposit on or before 11 January 2013;
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(d) HK$5,741,248 (being 5% of the Consideration) will be paid as a further deposit on or before 8 February 2013; and
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(e) the balance of the Consideration in the sum of HK$91,859,968 (being 80% of the Consideration) will be paid within 14 days after receiving the notice of completion of the First Property from the Vendor.
The Company intends to finance 50% and 50% of the Consideration by its internal resources and banking facilities respectively.
5
LETTER FROM THE BOARD
Completion:
According to the First Formal Agreement:–
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(i) the expected date of completion of construction of the First Property shall be on or before 31 December 2013; and
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(ii) the expected date of completion of the sale and purchase of the First Property shall be within 14 days after receiving notice of completion of the First Property from the Vendor.
THE SECOND PROVISIONAL AGREEMENT
Date: 10 November 2012 The Second Purchaser: Victory Glory Investments Limited, a wholly-owned subsidiary of the Company, with principal business of investment holding The Vendor: Vital Success Development Limited The Second Property: The whole floor of 22/F of Rykadan Capital Tower, No. 135-137 Hoi Bun Road, Kwun Tong, Kowloon (Kwun Tong Inland Lot No. 526) (with a total gross area of approximately 12,060 square feet), together with four car parking spaces Nos. P19 to P22 on 1/F of the same building Consideration: HK$115,316,800, being the total price of the acquisition of the Second Property pursuant to the Second Provisional Agreement, to be settled in cash. The terms of the Second Provisional Agreement were determined after arm’s length negotiation with reference to the current market conditions and were on normal commercial terms. The Board considers that the terms of the Second Provisional Agreement are fair and reasonable and are in the best interest of the Company and the Shareholders. Payment terms: The Consideration has been/will be paid by the First Purchaser in the following manner:
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(a) HK$5,765,840 (being 5% of the Consideration) has been paid as an initial deposit upon the signing of the Second Provisional Agreement;
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(b) HK$5,765,840 (being 5% of the Consideration) has been paid as a further deposit upon the signing of the Second Formal Agreement on 13 November 2012;
6
LETTER FROM THE BOARD
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(c) HK$5,765,840 (being 5% of the Consideration) will be paid as a further deposit on or before 11 January 2013;
-
(d) HK$5,765,840 (being 5% of the Consideration) will be paid as a further deposit on or before 8 February 2013; and
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(e) the balance of the Consideration in the sum of HK$92,253,440 (being 80% of the Consideration) will be paid within 14 days after receiving the notice of completion of the Second Property from the Vendor.
The Company intends to finance 50% and 50% of the Consideration by its internal resources and banking facilities respectively.
Completion:
According to the Second Formal Agreement:–
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(i) the expected date of completion of construction of the Second Property shall be on or before 31 December 2013; and
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(ii) the expected date of completion of the sale and purchase of the Second Property shall be within 14 days after receiving notice of completion of the Second Property from the Vendor.
THE PROPERTIES
The Properties are commercial building located in Kowloon East, which has been designated as the second central business district of Hong Kong. The Properties comprise the whole floors of 21/F and 22/F of Rykadan Capital Tower, No. 135-137 Hoi Bun Road, Kwun Tong, Kowloon (Kwun Tong Inland Lot No. 526) with a total gross area of approximately 24,067 square feet, together with eight car parking spaces Nos. P15 to P22 on 1/F of the same building. The Properties are currently uncompleted. It is expected that construction of the Properties shall be completed on or before 31 December 2013.
According to the valuation reports of the Properties prepared by Peak Vision Appraisals Limited, as set out in Appendix II to this circular, the market value of the First Property and the Second Property as at 7 December 2012 was estimated at HK$128,500,000 and HK$131,400,000 respectively, which amounts to HK$259,900,000 in aggregate.
REASONS FOR THE ACQUISITIONS
The Consideration was arrived at after arm’s length negotiation between the Purchasers and the Vendor and by reference to the market value of similar properties in similar locations. The Board considers that through the Acquisitions the Group will possess office premises for its own use so as to meet the Group’s need for office for business and operation.
The Directors consider that the Acquisitions and the terms of which are fair and reasonable and in the best interest of the Company and the Shareholders as a whole.
7
LETTER FROM THE BOARD
EFFECTS OF THE ACQUISITIONS ON THE EARNINGS, ASSETS AND LIABILITIES OF THE GROUP
Earnings
Upon completion of the Acquisitions, it is expected that there will not be any material impact on the earnings of the Group as the Group intends to use the Properties as its own office premises.
Assets and liabilities
Upon completion of the Acquisitions, the total assets of the Group are expected to increase by HK$115,070,880 (being 50% of the total consideration of the Acquisitions of HK$230,141,760) plus the related costs of the Acquisitions.
While at same time, the total liabilities of the Group are expected to increase by HK$115,070,880 (being 50% of the total consideration of the Acquisitions of HK$230,141,760).
FINANCIAL AND TRADING PROSPECT OF THE GROUP
CFSG is a leading financial services conglomerate in China. CFSG has been providing its broadbased clients with a comprehensive range of financial products and quality services that cater for their versatile investment and wealth management needs, anytime anywhere. Since its establishment in 1972, CFSG has been building lasting businesses in the investment and financial services sector. Its comprehensive range of financial products and services includes brokerages for mobile and premium trading, investment banking and corporate finance advisory, wealth management, alternative trading, etc. As a leading technology focused financial services provider, coupled with its professional human talents, CFSG is committed to operating a state-of-the-art trading platform to meet the investment needs of clients in today’s borderless world. Leveraging this advanced electronic trading platform, CFSG has developed an extensive distribution network to reach its institutional, corporate and individual clients across China. CFSG also owns the largest home furnishing retail chain in Hong Kong, Pricerite, a specialist in furniture and household items.
The Board anticipates the economy and business environment will stay tough and challenging in the near future due to the lingering global debt crisis and slow economic recovery. Facing with uncertainties and ever-growing market competition, the Group will continue to enforce our competitive edges on our two core businesses. For financial services businesses, we will continue to develop broking, wealth management, asset management and investment banking. We will put more efforts and resources into developing and expanding our mobile trading business and brokerage business for premium clients. We will also diversify into fund management business and reap from the booming PRC fund market so as to broaden the revenue base for the Group. For retail management businesses, we will continue our efforts to rejuvenate our stores and to enhance our product assortment, merchandising and product development. We will continue to allocate resources efficiently to develop the financial services businesses and the retail management businesses in the PRC market.
8
LETTER FROM THE BOARD
The Group endeavours to maintain its competitive leading position as a technology-driven financial house, and will continue to improve the electronic and mobile trading platforms and make further investment in related infrastructures. The Board will consistently develop strategic plans to maintain long term sustainable growth and capture opportunities ahead.
GENERAL
As the relevant Percentage Ratios for the Acquisitions under the Listing Rules is more than 25% but less than 100%, the Acquisitions constitute a major transaction for the Company under the Listing Rules and are subject to the Shareholders’ approval accordingly.
The Company has obtained written approval for the Acquisitions in accordance with Rule 14.44 of the Listing Rules from the Closely Allied Shareholders (who are beneficially interested in an aggregate of 2,040,292,229 Shares, representing approximately 52.60% of the entire issued capital of the Company as at the Latest Practicable Date). On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene a special general meeting for the approval of the Acquisitions; and (ii) the written approval of the Closely Allied Shareholders for the Acquisitions as abovementioned has been obtained, no special general meeting will be convened for the purpose of approving the Acquisitions as permitted under Rule 14.44 of the Listing Rules.
ADDITIONAL INFORMATION
Your attention is also drawn to the information set out in the appendices to this circular.
Yours faithfully, On behalf of the Board Bankee P. Kwan Chairman
9
FINANCIAL INFORMATION OF THE GROUP
APPENDIX I
1. FINANCIAL SUMMARY OF THE GROUP
The published audited consolidated financial statements of the Group for the years ended 31 December 2009, 2010 and 2011 are disclosed in the Company’s 2009 annual report dated 31 March 2010 (from pages 53 to 125), 2010 annual report dated 11 March 2011 (from pages 64 to 134) and 2011 annual report dated 16 March 2012 (from pages 47 to 118) respectively. The annual reports can be accessed on the website of the Company (www.cashon-line.com) and the website of the Stock Exchange (www.hkexnews.hk).
2. STATEMENT OF INDEBTEDNESS
As at the close of business on 31 October 2012, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had the following indebtedness:
Borrowings
As at 31 October 2012, the Group had total outstanding borrowings of approximately HK$443.0 million, comprising of bank loans of HK$267.3 million, trust receipt loans of HK$99.4 million, mortgage loans of HK$30.5 million, bank overdrafts of HK$3.9 million, margin loan from one broker firm of HK$14.5 million and an unsecured loan of US$3.5 million (equivalent to approximately HK$27.4 million) from a minority shareholder of one of its subsidiaries. Bank loans and overdrafts in aggregate of HK$166.0 million were collateralized by its margin clients’securities pledged to the Group. Bank loan of HK$39.3 million was secured by the Group’s bonds investments with a total carrying amount of approximately HK$45.7 million. The margin loan from the broker firm of HK$14.5 million was secured by the Group’s bonds and securities investments with a total carrying amount of approximately HK$33.4 million. Trust receipt loans in aggregate of HK$99.4 million were secured by pledged deposits of HK$73.4 million. Mortgage loans in aggregate of HK$30.5 million were secured by the Group’s investment properties with a total carrying amount of approximately HK$59.4 million. Apart from the aforementioned secured borrowings and the unsecured loan of US$3.5 million (equivalent to approximately HK$27.4 million) from a minority shareholder, the remaining bank loans and overdrafts in aggregate of HK$65.9 million are unguaranteed.
As mentioned above, as at 31 October 2012, bank deposits with an aggregate amount of approximately HK$73.4 million were pledged as collateral for trust receipt loan facilities granted by banks to the Group. In addition, pursuant to a letter of undertaking provided by the Group to a bank, the Group undertakes to maintain deposits of not less than HK$15.0 million with the bank as a pre-condition for an overdraft facility of HK$15.0 million granted by this bank. Accordingly, bank deposits in aggregate of approximately HK$17.2 million were held for this purpose. Therefore, total bank deposits subject to conditions were approximately HK$90.6 million as at 31 October 2012.
The Group also had an outstanding obligation under a finance lease of approximately HK$0.3 million as at 31 October 2012.
10
FINANCIAL INFORMATION OF THE GROUP
APPENDIX I
Contingent liabilities
As at 31 October 2012, the Group had no litigations/claims as stated in the paragraph “Litigation of the Group” in Appendix III to this circular. Accordingly, the Group had no material contingent liabilities as at 31 October 2012.
Disclaimers
Save as aforesaid, and apart from intra-group liabilities, the Group did not have any outstanding debt securities issued and outstanding, and authorised or otherwise created but unissued, term loans, bank overdrafts and loans, other loans or other similar indebtedness, liabilities under acceptance or acceptable credits, debentures, mortgages, charges, hire purchases commitments, guarantee or other material contingent liabilities, at the close of business on 31 October 2012.
The Board has confirmed that, save as disclosed above, there has not been any material change in the indebtedness or contingent liabilities of the Group since 31 October 2012.
3. WORKING CAPITAL
The Directors are of the opinion that, after taking into account the financial resources and banking facilities available to the Group, the cash flow requirements of the Acquisitions, and its internally generated funds, in absence of unforeseen circumstances, the Group has sufficient working capital for its present requirement for the next twelve months from the date of this circular.
4. MATERIAL ADVERSE CHANGES
The Directors has confirmed that, at the Latest Practicable Date, there is no material adverse change in the financial or trading position of the Group since 31 December 2011, the date to which the latest published audited financial statements of the Group were made up.
11
APPENDIX II
VALUATION REPORTS OF THE PROPERTIES
The following is the text of a letter, summary of values and valuation certificates, prepared for the purpose of incorporation in this circular received from Peak Vision Appraisals Limited, an independent valuer, in connection with its valuation as at 7 December 2012 of the Properties to be acquired by the Group.
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17 December 2012
The Board of Directors CASH Financial Services Group Limited 21st Floor, Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong
Dear Sirs,
In accordance with the instructions from CASH Financial Services Group Limited (hereinafter referred to as the “Company”, together with its subsidiaries, the “Group”) for us to value the property interests in the Hong Kong Special Administrative Region (hereinafter referred to as “Hong Kong”) (as more particularly described in the attached Summary of Values), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of values of such property interests on completion basis as at 7 December 2012 (hereinafter referred to as the “Date of Valuation”).
This letter, forming part of our valuation report, identifies the property interests being valued, explains the basis and methodology of our valuation and lists out the assumptions and title investigation, which we have made in the course of our valuation, as well as the limiting conditions.
Our valuation represents our opinion of market value which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”. We are instructed to prepare our valuation of the property interests assuming that they would have been completed as at the Date of Valuation.
12
APPENDIX II
VALUATION REPORTS OF THE PROPERTIES
In valuing the property interests which are to be held for owner occupation by the Group, we have valued each of the properties on a completion basis as at the Date of Valuation in accordance with the latest development proposals provided to us. We have adopted the Direct Comparison Approach assuming sale of the property interests as if completed with the benefit of vacant possession and by making reference to comparable sales evidence as available in the relevant market.
Our valuation has been made on the assumption that the owner sells the properties on the open market as if completed as at the Date of Valuation without the benefit of deferred terms contracts, leasebacks, joint ventures, management agreements or any similar arrangements which could serve to affect the values of the properties. No forced sale situation in any manner is assumed in our valuation. In addition, we have been advised by the Group that the properties have no option or right of pre-emption which would concern or affect sales of the properties.
No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property interests or for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interests are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.
We have caused title searches to be made at the relevant Land Registry in respect of the properties. However, we have not searched the original documents to verify the ownership or to ascertain the existence of any amendments.
In valuing those property interests located in Hong Kong, of which the Government Leases have expired before 30 June 1997, we have taken into account the provisions contained in the Basic Law of the Hong Kong Special Administrative Region and the New Territories (Extension) Ordinance 1988 that such leases have been extended without any additional payment of premium until 30 June 2047 and that an annual rent equivalent to three per cent of the rateable value of the properties will be charged from the date of extension.
The properties were inspected by Mr. Tony M. W. Cheng, a manager of our firm who has 7 years of experience in the inspection of properties in Hong Kong and the PRC, during December 2012. We have inspected the exterior of the properties. In the course of our inspections, we did not note any serious defects. However, no structural survey has been made and we are therefore unable to report whether the properties are free from rot, infestation or any other defects. No tests were carried out on any of the services.
We have not carried out on-site measurements to verify the correctness of the floor areas of the properties but have assumed that the floor areas shown on the documents and floor plans available to us are correct. Dimensions, measurements and areas included in the attached valuation certificates are based on information contained in the documents provided to us and are, therefore, only approximations.
We have relied to a considerable extent on the information provided by the Group and have accepted advice on such matters as planning approvals, statutory notices, easements, tenures, floor areas and all other relevant materials regarding the properties.
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VALUATION REPORTS OF THE PROPERTIES
APPENDIX II
We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We were also advised by the Group that no material facts have been omitted from the information provided. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.
In valuing the property interests, we have complied with all the requirements set out in Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards on Properties (First Edition 2005) published by The Hong Kong Institute of Surveyors effective from 1 January 2005.
Unless otherwise stated, all monetary amounts stated in this report are in Hong Kong Dollars (HK$).
We hereby confirm that we have neither present nor prospective interests in the Group, the property interests or the values reported herein.
Our Summary of Values and Valuation Certificates are enclosed herewith.
Yours faithfully, For and on behalf of
Peak Vision Appraisals Limited
Nick C. L. Kung
MRICS, MHKIS, RPS (G.P.), RICS Registered Valuer Director
- Note : Mr. Nick C. L. Kung is a RICS Registered Valuer and a Registered Professional Surveyor who has more than 22 years of experience in the valuation of properties in Hong Kong and the PRC.
14
VALUATION REPORTS OF THE PROPERTIES
APPENDIX II
SUMMARY OF VALUES
| Property 1 The whole of 21st Floor and car parking spaces Nos. P15 to P18 on 1st Floor, Rykadan Capital Tower, Nos. 135-137 Hoi Bun Road, Kwun Tong, Kowloon 2 The whole of 22nd Floor and car parking spaces Nos. P19 to P22 on 1st Floor, Rykadan Capital Tower, Nos. 135-137 Hoi Bun Road, Kwun Tong, Kowloon TOTAL: |
Capital value on completion basis Interest as at attributable 7 December 2012 to the Group HK$128,500,000 100% HK$131,400,000 100% HK$259,900,000 |
Capital value attributable to the Group on completion basis as at 7 December 2012 HK$128,500,000 HK$131,400,000 |
|---|---|---|
| HK$259,900,000 |
15
VALUATION REPORTS OF THE PROPERTIES
APPENDIX II
VALUATION CERTIFICATE
Property Description and tenure 1 The whole of 21st Rykadan Capital Tower Floor and car parking (the “Development”) is a spaces Nos. P15 to 25-storey office building P18 on 1st Floor, with car parking, and loading Rykadan Capital and unloading facilities Tower, Nos. 135-137 available on the Ground Hoi Bun Road, Floor being developed Kwun Tong, Kowloon on a site situated on the northeastern side of Hoi Bun 928/20,000 equal and Road at the section between undivided shares of Lai Yip Street and How Ming and in The Remaining Street, within Kwun Tong Portion of Kwun District, Kowloon. Tong Inland Lot No. 526 The property comprises the whole of the 21st Floor and 4 car parking spaces on the 1st Floor of the Development with a total gross floor area of approximately 12,007 sq.ft. and total saleable area of approximately 9,005 sq.ft., exclusive of car parking spaces.
Capital value on completion Particulars of basis as at occupancy 7 December 2012 The property is currently HK$128,500,000 under construction.
100% interest As advised, the property is attributable scheduled to be completed to the Group: by about 31 December HK$128,500,000 2013.
The property is held under a Government Lease for a term of 99 years commencing from 1 July 1898 which has been statutorily extended to 30 June 2047.
The government rent payable for Kwun Tong Inland Lot No. 526 is HK$378 per annum.
Notes:
-
i) The registered owner of the property is Vital Success Development Limited vide Memorial No. 11011401520022 dated 20 December 2010.
-
ii) As requested by the Group, we have valued the property interest on the assumption that the property would have been completed as at the Date of Valuation in accordance with the latest development proposals provided to us. No outstanding construction costs have been taken into account in our valuation.
16
VALUATION REPORTS OF THE PROPERTIES
APPENDIX II
-
iii) The property is subject to an Agreement For Sale And Purchase With Plans (under deeds pending registration) in favour of Cheer Wise Investments Limited, a wholly owned subsidiary of the Company, vide Memorial No. 12112800880044 dated 13 November 2012 at a consideration of HK$114,824,960.
-
iv) The property is subject to the following encumbrances:
-
(a) Legal Charge in favour of DBS Bank (Hong Kong) Limited for all moneys vide Memorial No. 11072701860117 dated 20 July 2011.
-
(b) Modification Letter With Plan vide Memorial No. 11092801340019 dated 26 September 2011.
-
(c) Deed Poll With Plan vide Memorial No. 12101601490211 dated 15 October 2012.
-
(d) Stakeholders Agreement in favour of Woo, Kwan, Lee & Lo vide Memorial No. 12102600590189 dated 25 October 2012.
-
v) The property is zoned as “Other Specified Uses (Business)” under Draft Kwun Tong (South) Outline Zoning Plan No. S/K14S/17 dated 23 March 2012.
17
VALUATION REPORTS OF THE PROPERTIES
APPENDIX II
VALUATION CERTIFICATE
Property Description and tenure
-
2 The whole of 22nd Rykadan Capital Tower Floor and car parking (the “Development”) is a spaces Nos. P19 to 25-storey office building P22 on 1st Floor, with car parking, and loading Rykadan Capital and unloading facilities Tower, Nos. 135-137 available on the Ground Hoi Bun Road, Kwun Floor being developed Tong, Kowloon on a site situated on the northeastern side of Hoi Bun
-
933/20,000 equal and Road at the section between undivided shares of Lai Yip Street and How Ming and in The Remaining Street, within Kwun Tong Portion of Kwun District, Kowloon. Tong Inland Lot No. 526 The property comprises the whole of the 22nd Floor and 4 car parking spaces on the 1st Floor of the Development with a total gross floor area of approximately 12,060 sq.ft. and total saleable area of approximately 9,045 sq.ft., exclusive of car parking spaces.
Capital value on completion Particulars of basis as at occupancy 7 December 2012 The property is currently HK$131,400,000 under construction.
100% interest As advised, the property is attributable scheduled to be completed to the Group: by about 31 December HK$131,400,000 2013.
The property is held under a Government Lease for a term of 99 years commencing from 1 July 1898 which has been statutorily extended to 30 June 2047.
The government rent payable for Kwun Tong Inland Lot No. 526 is HK$378 per annum.
Notes:
- i) The registered owner of the property is Vital Success Development Limited vide Memorial No. 11011401520022 dated 20 December 2010.
ii) As requested by the Group, we have valued the property interest on the assumption that the property would have been completed as at the Date of Valuation in accordance with the latest development proposals provided to us. No outstanding construction costs have been taken into account in our valuation.
18
VALUATION REPORTS OF THE PROPERTIES
APPENDIX II
-
iii) The property is subject to an Agreement For Sale And Purchase With Plans (under deeds pending registration) in favour of Victory Glory Investments Limited, a wholly owned subsidiary of the Company, vide Memorial No. 12112800880060 dated 13 November 2012 at a consideration of HK$115,316,800.
-
iv) The property is subject to the following encumbrances:
-
a. Legal Charge in favour of DBS Bank (Hong Kong) Limited for all moneys vide Memorial No. 11072701860117 dated 20 July 2011.
-
b. Modification Letter With Plan vide Memorial No. 11092801340019 dated 26 September 2011.
-
c. Deed Poll With Plan vide Memorial No. 12101601490211 dated 15 October 2012.
-
d. Stakeholders Agreement in favour of Woo, Kwan, Lee & Lo vide Memorial No. 12102600590189 dated 25 October 2012.
-
v) The property is zoned as “Other Specified Uses (Business)” under Draft Kwun Tong (South) Outline Zoning Plan No. S/K14S/17 dated 23 March 2012.
19
GENERAL INFORMATION
APPENDIX III
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
2. DIRECTORS’ INTERESTS IN SECURITIES
As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or (b) were recorded in the register required to be kept under section 352 of the SFO, or (c) were otherwise notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:
(a) Long positions in the Shares
| Name Capacity Kwan Pak Hoo Bankee Beneficial owner and interest in a controlled corporation Chan Chi Ming Benson Beneficial owner Law Ping Wah Bernard Beneficial owner Cheng Man Pan Ben Beneficial owner Lo Kwok Hung John Beneficial owner |
Number of Shares Corporate Personal interest – 1,725,160,589* 55,000,000 – 27,506,160 – 29,337,000 – 2,095,500 – 113,938,660 1,725,160,589 |
Shareholding (%) 44.48 1.41 0.70 0.75 0.05 |
|---|---|---|
| Personal – 55,000,000 27,506,160 29,337,000 2,095,500 113,938,660 |
||
| 47.39 |
20
GENERAL INFORMATION
APPENDIX III
- The Shares were held as to 1,657,801,069 Shares by CIGL, a wholly-owned subsidiary of Praise Joy Limited (which was 100% beneficially owned by CASH (a substantial Shareholder)), and as to 67,359,520 Shares by Cash Guardian (which was 100% beneficially owned by Mr Kwan Pak Hoo Bankee (“Mr Kwan”)). Pursuant to the SFO, Mr Kwan was and deemed to be interested in a total of 32.00% shareholding interest in CASH, details of which are disclosed in the heading of “Substantial Shareholders” below. Mr Kwan was deemed to be interested in all these Shares held by CIGL and Cash Guardian as a result of his interests in CASH and Cash Guardian pursuant to the SFO.
Out of the above 1,725,160,589 Shares in aggregate, a total of 1,707,220,589 Shares were charged under the Share Charges (as defined hereunder). Details of such shareholding interests are disclosed in the heading of “Substantial Shareholders” below.
(b) Long positions in the underlying shares – options under share option schemes
| Exercise price per Name Date of grant Option period Share (HK$) Kwan Pak Hoo Bankee 11/10/2012 11/10/2012 – 31/10/2014 0.0930 Chan Chi Ming Benson 15/6/2009 15/6/2009 – 30/6/2013 0.1335 11/10/2012 11/10/2012 – 31/10/2014 0.0930 Law Ping Wah Bernard 11/10/2012 11/10/2012 – 31/10/2014 0.0930 Cheng Man Pan Ben 15/6/2009 15/6/2009 – 30/6/2013 0.1335 11/10/2012 11/10/2012 – 31/10/2014 0.0930 Cheng Pui Lai Majone 15/10/2010 15/10/2010 – 31/10/2013 0.2764 11/10/2012 11/10/2012 – 31/10/2014 0.0930 |
Number of options Percentage to outstanding issued Shares (%) 39,000,000 1.00 16,500,000 0.42 39,000,000 1.00 39,000,000 1.00 16,500,000 0.42 39,000,000 1.00 5,500,000 0.14 39,000,000 1.00 233,500,000 5.98 |
Number of options Percentage to outstanding issued Shares (%) 39,000,000 1.00 16,500,000 0.42 39,000,000 1.00 39,000,000 1.00 16,500,000 0.42 39,000,000 1.00 5,500,000 0.14 39,000,000 1.00 233,500,000 5.98 |
|---|---|---|
| 5.98 |
Notes:
(1) Mr Kwan is also the substantial Shareholder.
- (2) The options are held by the Directors in the capacity of beneficial owners.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief executive or their associates had any interests and short positions in the Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or (b) were recorded in the register required to be kept under section 352 of the SFO, or (c) were otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
21
GENERAL INFORMATION
APPENDIX III
3. SUBSTANTIAL SHAREHOLDERS
As at the Latest Practicable Date, so far as is known to the Directors and chief executive of the Company, the persons/companies, other than a Director or chief executive of the Company, who had interests or short positions in the Shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the SFO were as follows:
| Name | Capacity | Number of Shares | Shareholding |
|---|---|---|---|
| (%) | |||
| Hobart Assets Limited | Interest in a controlled | 1,725,160,589 | 44.48 |
| (Notes (1) & (2)(i)) | corporation | ||
| Cash Guardian | Interest in a controlled | 1,725,160,589 | 44.48 |
| (Notes (1) & (2)(i)) | corporation | ||
| CASH_(Notes (1) & (2)(i))_ | Interest in a controlled | 1,657,801,069 | 42.75 |
| corporation | |||
| Praise Joy Limited | Interest in a controlled | 1,657,801,069 | 42.75 |
| (Notes (1) & (2)(i)) | corporation | ||
| CIGL_(Notes (1) & (2)(i))_ | Beneficial owner | 1,657,801,069 | 42.75 |
| Mr Al-Rashid, Abdulrahman | Interest in a controlled | 315,131,640 | 8.12 |
| Saad (“Mr Al-Rashid”) | corporation | ||
| (Note (3)) | |||
| Abdulrahman Saad Al-Rashid | Beneficial owner | 315,131,640 | 8.12 |
| & Sons Company Limited | |||
| (“ARTAR”)(Note (3)) |
Notes:
-
(1) This refers to the same number of 1,725,160,589 Shares which were held as to 1,657,801,069 Shares by CIGL, a wholly-owned subsidiary of Praise Joy Limited (which was 100% beneficially owned by CASH) and as to 67,359,520 Shares by Cash Guardian. CASH was owned as to a total of approximately 32.00% by Mr Kwan, being approximately 31.91% by Cash Guardian (a wholly-owned subsidiary of Hobart Assets Limited, which in turn was 100% beneficially owned by Mr Kwan) and approximately 0.09% by Mr Kwan in his personal name. Pursuant to the SFO, Mr Kwan and Hobart Assets Limited were deemed to be interested in all the Shares held by CIGL through CASH and Cash Guardian. The above interest has already been disclosed as corporate interest of Mr Kwan in the section headed “Directors’ interests in securities” above.
-
(2) (i) Out of the above 1,725,160,589 Shares in aggregate, a total of 1,707,220,589 Shares (44.02%) were charged under two share charges dated 14 July 2011 in favour of Wah Sun Finance Limited (“Wah Sun”) (“Share Charges”). Wah Sun was controlled (1) as to 50% by Lam Hok Chung Rainier, Jong Yat Kit and Yu Sai Hung as joint and several administrators of the Estate of Kung, Nina; and (2) as to 50% by Hyper Chain Limited (which was wholly controlled by Lam Hok Chung Rainier, Jong Yat Kit and Yu Sai Hung as joint and several administrators of the Estate of Kung, Nina).
22
GENERAL INFORMATION
APPENDIX III
- (ii) In addition, Hampstead Trading Limited and Diamond Leaf Limited held 99,644,160 shares (2.56%) and 7,656,742 shares (0.19%) respectively in the Company. Both companies were wholly controlled by Lam Hok Chung Rainier, Jong Yat Kit and Yu Sai Hung as joint and several administrators of the Estate of Kung, Nina.
Together with the interests of Wah Sun in 1,707,220,589 shares (44.02%) in the Company under the Share Charges as disclosed in (2)(i) above, the Estate of Kung, Nina also known as Nina T.H. Wang was deemed to be interested in a total of 1,814,521,491 shares (46.79%) in the Company pursuant to the SFO.
- (3) This refers to the same number of 315,131,640 Shares held by ARTAR. ARTAR was a 45% owned controlled corporation of Mr Al-Rashid. Pursuant to the SFO, Mr Al-Rashid was deemed to be interested in the Shares held by ARTAR.
Save as disclosed above, as at the Latest Practicable Date, so far as is known to the Directors and chief executive of the Company, no other parties (other than a Director or chief executive of the Company) who had interests or short positions in the Shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the SFO.
4. COMPETING INTEREST
As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in a business which competes or may compete with the business of the Group.
5. SERVICE CONTRACT
As at the Latest Practicable Date, none of the Directors has any existing or proposed service contracts with any member of the Group (excluding contracts expiring or terminable by the employer within one year without payment of compensation (other than statutory compensation)).
6. INTEREST OF DIRECTORS IN THE GROUP’S ASSETS
Since 31 December 2011 (the date to which the latest published audited accounts of the Group have been made up), each of the Directors did not have any direct or indirect interest in any assets which have been acquired or disposed of by or leased to the Group or are proposed to be acquired or disposed of by or leased to the Group and no Director was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.
7. INTEREST OF DIRECTORS IN CONTRACTS
As at the Latest Practicable Date, the Directors are interested in the following contracts:
- i) the margin financing agreements dated 25 November 2009 entered into between the Group with each of the Directors, namely Mr Kwan Pak Hoo Bankee, Mr Law Ping Bernard, Mr Chan Chi Ming Benson and Mr Cheng Man Pan Ben in relation to the grant of margin financing facility (details as set out in the circular of the Company dated 15 December 2009).
Save as disclosed herein, the Directors confirm that there is no contract or arrangement subsisting as at the Latest Practicable Date in which a Director was materially interested which was significant in relation to the business of the Group.
23
GENERAL INFORMATION
APPENDIX III
8. LITIGATION OF THE GROUP
As at the Latest Practicable Date, neither the Company nor any other company in the Group is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened against either the Company or any other company in the Group.
9. EXPERT, QUALIFICATION AND CONSENT
The following is the qualification of the expert who has given opinion or advice which is contained in this circular:–
Name Qualification
Peak Vision Appraisals Limited
An independent professional property valuer
As at the Latest Practicable Date, Peak Vision Appraisals Limited was not interested beneficially in the shares in any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.
As at the Latest Practicable Date, Peak Vision Appraisals Limited did not have any direct or indirect interest in any assets which have been acquired or disposed of by or leased to the Group or are proposed to be acquired or disposed of by or leased to the Group since 31 December 2011, being the date up to which the latest published audited consolidated accounts of the Company were made up.
As at the Latest Practicable Date, Peak Vision Appraisals Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of and reference to its name and statements in the form and context in which it appears.
10. MATERIAL CONTRACTS
The following contracts are contracts that are or may be material, not being contracts entered into during the ordinary course of business, and have been entered into by the Group within two years preceding the Latest Practicable Date:
- (a) the placing and top up agreement dated 1 April 2011 entered into between CASH (the substantial Shareholder), Cash Guardian (the controlling shareholder of CASH) and Celestial Securities Limited (a wholly-owned subsidiary of the Company) as the placing agent in relation to (i) the placing of 100,000,000 issued shares in CASH held by Cash Guardian by Celestial Securities Limited to certain placees (independent third parties) at the placing price of HK$0.50 per share and (ii) the subscription by Cash Guardian for 100,000,000 new top up shares at the top up price of HK$0.50 per share;
24
APPENDIX III
GENERAL INFORMATION
-
(b) the placing and top up agreement dated 3 June 2011 entered into among CASH (the substantial Shareholder), Cash Guardian (the controlling shareholder of CASH), Mr Law Ping Wah Bernard (a Director) and Celestial Securities Limited (a wholly-owned subsidiary of the Company) as the placing agent in relation to (i) the placing of a total of 208,000,000 issued shares in CASH held by Cash Guardian and Mr Law by Celestial Securities Limited to certain placees (independent third parties) at the placing price of HK$0.51 per share and (ii) the subscription of new top up shares as to 107,000,000 shares by Cash Guardian and as to 101,000,000 shares by Mr Law respectively at the top up price of HK$0.51 per share;
-
(c) the provisional sale and purchase agreement dated 25 July 2011 entered into between Richwell Target Limited (a wholly-owned subsidiary of the Company) and Big Star Asia Pacific Limited (independent third party) in relation to the disposal of Pricerite Group Building located at No. 6 Hong Ting Road, Sai Kung, New Territories (Lot No. 1002 in Demarcation District 215) by the Group at the consideration of HK$123,500,000;
-
(d) the renewal agreement dated 14 December 2011 entered into between Net2Gather (China) Holdings Limited (now known as CASH (the substantial Shareholder)) and CASH Retail Management (HK) Limited (a wholly-owned subsidiary of the Company) in relation to renewal of the lease arrangement of office premises for two years commencing from 1 January 2012 and expiring on 31 December 2013 at rental not exceeding HK$5 million per annum;
-
(e) the memorandum of understanding dated 22 March 2012 entered into among the Company, Akatsuki Financial Group, Inc. and Bendigo Partners, LLC in relation to the formation of a business alliance and cooperation in investment banking activities for a period of two years;
-
(f) the Provisional Agreements and the Formal Agreements; and
-
(g) the share subscription agreement dated 3 December 2012 entered into between Celestial (China) Asset Management Limited (a wholly-owned subsidiary of the Company) and Express Team Holdings Inc (independent third party) as subscribers and Infinity Equity Management Company Limited as issuer in relation to the subscription for 20,000 new shares in Infinity Equity Management Company Limited at the consideration of US$2,670,000 (equivalent to approximately HK$20,639,100).
11. MISCELLANEOUS
-
(a) The secretary of the Company is Ms Luke Wing Sheung Suzanne, a fellow member of The Institute of Chartered Secretaries and Administrators .
-
(b) The head office and the principal place of business of the Company in Hong Kong are at 21/F Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong. The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
25
GENERAL INFORMATION
APPENDIX III
-
(c) The principal share registrars and transfer office of the Company in Bermuda are HSBC Bank Bermuda Limited at The Bank of Bermuda Building, 6 Front Street, Hamilton HM 11, Bermuda. The branch share registrars and transfer office of the Company in Hong Kong is Tricor Standard Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
-
(d) The English text of this circular shall prevail over the Chinese text.
12. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at 28/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong during normal business hours on any day up to and including 31 December 2012:–
-
(a) the memorandum of association and bye-laws of the Company;
-
(b) the material contracts referred to in paragraph 9 above;
-
(c) the audited consolidated financial statements of the Group for the two financial years ended 31 December 2011;
-
(d) the unaudited consolidated financial statements of the Group for the six months ended 30 June 2012;
-
(e) the circulars issued by the Company since 31 December 2011, the date to which the latest published audited accounts of the Group were made up;
-
(f) the valuations reports of Peak Vision Appraisals Limited, the text of which is set out in appendix II to this circular; and
-
(g) the letter of consent from Peak Vision Appraisals Limited as referred to in paragraph headed “Expert, qualification and consent” in this appendix.
26