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hmvod Limited — M&A Activity 2012
Sep 14, 2012
51270_rns_2012-09-14_60bf185d-2aa3-4280-b70e-339a00aa4fcf.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.
Tai Shing International (Holdings) Limited 泰盛國際(控股)有限公司[*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8103)
SUPPLEMENTAL MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION
Reference is made to the Company’s announcement dated 4 July 2012 (“Announcement”) in relation to the Proposed Acquisition. Terms used herein shall have the meanings as defined in the Announcement unless otherwise stated.
On 14 September 2012, the Company entered into the Supplemental Memorandum of Understanding (“ Supplemental MOU ”) with the Vendor to amend the MOU. Pursuant to the Supplemental MOU, the Vendor has agreed to extend the exclusive period (“Exclusive Period”) within which the Vendor shall not enter into any binding commitment or any negotiation, arrangement or agreement on the disposal of the equity interest in the BVI Holding Co. until 4 January 2013, as more time is required to negotiate for the terms of the formal agreement. In consideration of the granting of the extension of Exclusive Period, the Company shall pay a refundable deposit of HK$15 million to the Vendor upon signing of the Supplemental MOU. The deposit shall be refunded in full without interest or compensation to the Company upon expiration of the Exclusive Period if no formal agreement in respect of the Proposed Acquisition is entered into or upon the Company notifying the Vendor that the Company has no intention to proceed further with the Proposed Acquisition.
The Supplemental MOU is legally binding and enforceable by the parties thereto. Save as amended by the Supplemental MOU, the MOU shall remain unchanged.
As the MOU is not legally binding with regard to the Proposed Acquisition, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares of the Company.
By Order of the Board of Tai Shing International (Holdings) Limited Liu Bo Executive Director
Hong Kong, 14 September 2012
* For identification purpose only
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As at the date of this announcement, the Board comprises the following Directors:
Executive Directors:
Mr. Chan Yun Sang (Chairman) Mr. Han Fangfa Ms. Ju Lijun Mr. Liu Bo Ms. Huang Miaochan Mr. Ip Ho Ming
Ms. Wong Sau Wai Serena
Non-executive Director:
Dr. Pan Jin Mr. Dai Yuanxin
Independent non-executive Directors:
Mr. Tang Sze Lok Mr. Xu Jingbin Ms. Hu Yun
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.
This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company.
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