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GoFintech Quantum Innovation Limited M&A Activity 2008

May 2, 2008

49098_rns_2008-05-02_104cae85-8dbc-4033-bbef-e187bad85bac.pdf

M&A Activity

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

NEW TIMES GROUP HOLDINGS LIMITED (新時代集團控股有限公司)[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 166)

AMENDMENT TO SECOND SUPPLEMENTAL AGREEMENT IN RELATION TO THE VERY SUBSTANTIAL ACQUISITION

On 23 April 2008, the Company was informed by the Vendors that due to 21% value added tax imposed by the Government of Argentina in respect of the application for the Guarantee as set out in the Second Supplemental Agreement, the costs for obtaining the Insurance Premium will be revised to an amount up to US$953,344 (equivalent to approximately HK$7.4 million). On 28 April 2008, the Company agreed with the Vendors that the Company will bear the additional costs incurred for the Insurance Premium. Hence, the Second Supplemental Agreement has been amended to the effect that the Company will agree to bear the costs for an amount up to US$953,344 (equivalent to approximately HK$7.4 million) upon receiving satisfactory documentation from the Vendors.

AMENDMENT TO SECOND SUPPLEMENTAL AGREEMENT

Reference is made to the announcements dated 25 October 2007, 1 November 2007, 14 November 2007, 15 November 2007 and 1 April 2008 (together, the “Previous Announcements”), announcing that the Company had entered into the Framework Agreement and subsequently, the Intended Contract, the Supplemental Agreement and the Second Supplemental Agreement with the Vendors in relation to the acquisition from the Vendors of the entire issued share capital of the Target at a total consideration of HK$10,312 million. Terms used herein shall have the same meanings as those defined in the Previous Announcements unless the context requires otherwise.

Pursuant to the Second Supplemental Agreement, the Company agreed to bear the costs of up to approximately US$784,000 (equivalent to approximately HK$6.1 million), representing the annual insurance premium to the insurance company for issuing an insurance policy to the government of Salta Province of Argentina (the “Insurance Premium”), to be incurred by the Vendors upon receiving satisfactory documentation from the Vendors evidencing such arrangement.

On 23 April 2008, the Company was informed by the Vendors that due to 21% value added tax imposed by the Government of Argentina in respect of the application for the Guarantee as set out in the Second Supplemental Agreement, the costs for obtaining the Insurance Premium will be revised to an amount up to US$953,344 (equivalent to approximately HK$7.4 million). On 28 April 2008, the Company agreed with the Vendors that the Company will bear the additional costs incurred for the Insurance Premium. Hence, the Second Supplemental Agreement has been amended to the effect that the Company will agree to bear the costs for an amount up to US$953,344 (equivalent to approximately HK$7.4 million) upon

  • for identification only

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receiving satisfactory documentation from the Vendors. Given that the additional cost was attributable to the value added tax imposed by the Government of Argentina on the Insurance Premium, the Directors are of the view that bearing such additional cost of approximately US$169,344 (equivalent to HK$1.3 million) for obtaining the Guarantee is fair and reasonable.

Save for the above, there are no changes in all other terms and conditions in the Second Supplemental Agreement.

By order of the Board New Times Group Holdings Limited Cheng Kam Chiu, Stewart Executive Director

Hong Kong, 2 May 2008

This announcement contains translation between US$ and HK$ at a rate of US$1.0 = HK$7.8. The translation should not be taken as a representation that the relevant currency could actually be converted into HK$ at that rate or at all.

As at the date of this announcement, the Board comprises eleven Directors, of which four are executive Directors, namely Mr. Tse On Kin, Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Chi Him and Mr. Li Guoping; four non-executive Directors, namely Mr. Pei Cheng Ming, Michael, Mr. Wong Man Kong, Peter, Mr. Tsang Kwong Fook, Andrew and Mr. Chan Chi Yuen; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On.

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