Hunlicar Group Limited — Capital/Financing Update 2021

Oct 12, 2021

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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(Incorporated in the Cayman Islands with limited liability) (Stock code: 3638)

DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTIES

The Board announces that on 12 October 2021 (after trading hours), Top Harvest, an indirect wholly-owned subsidiary of the Company, the Purchaser, and the Property Agent entered into the Provisional Sale and Purchase Agreement, pursuant to which, Top Harvest has agreed to sell, and the Purchaser has agreed to purchase, the Properties at a total consideration of HK$78,800,000. The consideration will be settled by the Purchaser in cash.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal exceed 5% but are less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE PROVISIONAL SALE AND PURCHASE AGREEMENT

The Board announces that on 12 October 2021 (after trading hours), Top Harvest, an indirect whollyowned subsidiary of the Company, the Purchaser, and the Property Agent entered into the Provisional Sale and Purchase Agreement, pursuant to which, Top Harvest agreed to sell, and the Purchaser agreed to purchase, the Properties at a total consideration of HK$78,800,000.

Details of the Provisional Sale and Purchase Agreement are summarised as follows:

Date :

12 October 2021

Parties

• (1) Vendor: Top Harvest, an indirect wholly-owned subsidiary of the Company

• (2) Purchaser:

• Ocean Leader

• (3) Property Agent: Savills (Hong Kong) Limited

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To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Purchaser, the Property Agent and their respective ultimate beneficial owner(s) are Independent Third Parties.

Assets to be disposed

The Properties comprise the following:

• (1) Units 1, 2, 3, 5, 6, 7 and 8 on 29/F, Enterprise Square Two, 3 Sheung Yuet Road, Kowloon Bay, Hong Kong; and

• (2) Parking Spaces No. P12 and P14 on 5/F, Enterprise Square Two, 3 Sheung Yuet Road, Kowloon Bay, Hong Kong.

The net book value of the Properties is approximately HK$37.1 million as at 31 March 2021.

The Purchaser agreed to purchase and to accept the Properties on an “as is” basis with vacant possession.

Consideration and Payment Terms

Pursuant to the Provisional Sale and Purchase Agreement, Top Harvest agreed to sell, and the Purchaser agreed to purchase, the Properties at a total consideration of HK$78,800,000 in cash as follows:

• (1) HK$3,940,000 shall be payable by the Purchaser as Deposit upon signing of the Provisional Sale and Purchase Agreement;

• (2) HK$3,940,000 shall be payable by the Purchaser as further deposit on or before 25 October 2021; and

• (3) HK$70,920,000 shall be payable by the Purchaser as balance of the consideration on or before 11 January 2022.

Basis of Determining the Consideration

The terms of the Provisional Sale and Purchase Agreement, including the consideration under the Provisional Sale and Purchase Agreement, were determined after arm’s length negotiation between Top Harvest and the Purchaser with reference to the prevailing market value of similar properties within the same area and the current property market conditions in Hong Kong.

Having considered the potential benefits of the Disposal to the Group, the Directors consider that the consideration is fair and reasonable.

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Formal Agreement

Pursuant to the Provisional Sale and Purchase Agreement, a formal agreement for sale and purchase of the Properties will be signed by Top Harvest and the Purchaser on or before 25 October 2021.

Completion

The completion of the Disposal shall take place on or before 11 January 2022.

INFORMATION ABOUT THE GROUP, THE VENDOR AND THE PURCHASER

The Group

The Group was principally engaged in computer and peripheral products business and financial services business.

The Vendor

The Vendor is a property holding company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company.

The Purchaser

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, (i) the Purchaser is a property holding company incorporated in Hong Kong with limited liability; and (ii) the Purchaser and its ultimate beneficial owner(s) are Independent Third Parties.

REASONS AND BENEFITS FOR THE DISPOSAL

The Group is principally engaged in the computer and peripheral products business and financial services business. Having considered the current market value of the Property (with reference to the market value of similar properties within the same area) and the current property market conditions in Hong Kong, the Board considers that the Disposal, if it materializes, presents a good opportunity for the Group to unlock the value of the Properties and enhance the working capital position by disposing non-core assets of the Group. The Disposal will not have material effect on the business and operation of the Group.

The Directors are of the view that the terms of the Provisional Sale and Purchase Agreement are fair and reasonable and is in the interests of the Company and the shareholders of the Company as a whole.

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FINANCIAL EFFECT OF THE DISPOSAL

As a result of the Disposal, the Directors expect that the Group will record an unaudited gain on the Disposal of approximately HK$40.8 million (before taxation), being the difference between the net consideration from the Disposal (after deducting the related transaction costs) and the net book value of the Properties of approximately HK$37.1 million as at 31 March 2021. Such calculation is only an estimate provided for illustrative purposes and the accounting treatment of the Disposal will be subject to further review by the auditors of the Company.

USE OF PROCEEDS FROM THE DISPOSAL

It is estimated that the net proceeds from the Disposal would be approximately HK$77.9 million (after deducting the related transaction costs) and the Company intends to use the net proceeds for repayment of bank borrowings and as the general working capital of the Group.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal exceed 5% but are less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

“Board”	the board of Directors
“Company”	Huabang Technology Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability, the shares of which are
	listed on the Main Board of the Stock Exchange
“Deposit”	the deposit in the amount of HK$3,940,000 payable upon the
	execution of the Provisional Sale and Purchase Agreement
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Properties by Top Harvest pursuant to the
	Provisional Sale and Purchase Agreement
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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“Hong Kong”

Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Third Parties”	third parties independent of the Company and the connected
	persons (having the meaning ascribed to it under the Listing Rules)
	of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Properties”	Units 1, 2, 3, 5, 6, 7 and 8 on 29/F, Enterprise Square Two, 3
	Sheung Yuet Road, Kowloon Bay, Hong Kong and Parking Spaces
	No. P12 and P14 on 5/F, Enterprise Square Two, 3 Sheung Yuet
	Road, Kowloon Bay, Hong Kong, being the subject matter of the
	Disposal
“Property Agent”	Savills (Hong Kong) Limited
“Provisional Sale and	the provisional sale and purchase agreement dated 12 October 2021
Purchase Agreement”	entered into between the Purchaser, Top Harvest as the Vendor and
	the Property Agent in respect of the Disposal
“Purchaser” or “Ocean	Ocean Leader Trading Limited, a company incorporated in Hong
Leader”	Kong with limited liability and is a property holding company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor” or “Top Harvest”	Top Harvest Capital Limited, a company incorporated in the British
	Virgin Islands with limited liability, an indirect wholly-owned
	subsidiary of the Company
“%”	per cent

By Order of the Board Huabang Technology Holdings Limited George Lu Chairman & Chief Executive Officer

Hong Kong, 12 October 2021

As at the date of this announcement, the executive Director of the Company is Mr. George Lu; the non-executive Director of the Company is Mr. Pang Chung Fai Benny; and the independent nonexecutive Directors of the Company are Mr. Loo Hong Shing, Vincent, Mr. Zhu Shouzhong and Mr. Li Huaqiang.

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