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Link Holdings Limited — M&A Activity 2017
Oct 11, 2017
51345_rns_2017-10-11_29af0642-1c56-4293-9276-7689fe52dee0.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.
Link Holdings Limited 華星控股有限公司[*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8237)
VOLUNTARY ANNOUNCEMENT NON-LEGALLY BINDING MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED TRANSACTION
This announcement is made voluntarily by Link Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”).
The board (the “ Board ”) of directors (the “ Directors ”) of the Company is pleased to announce that on 11 October 2017 (after trading hours), Star Adventure Investment Limited, an indirect wholly-owned subsidiary of the Company (the “ Purchaser ”) and Mr. Bi Jingjun (the “ Vendor ”) entered into a non-legally binding memorandum of understanding (“ MOU ”), pursuant to which the Vendor intends to dispose of, and the Purchaser intends to acquire, not more than 40% equity interest (the “ Proposed Transaction ”) in 珠海市康明德企業管理服務有限公司 (transliterated as Zhuhai Kang Ming De Corporate Management Services Limited, the “ Target Company ”). As at the date of this announcement, the Purchaser owns 42.3% equity interest in the Target Company.
The parties to the MOU shall negotiate in good faith to agree the terms of the Proposed Transaction such that the formal agreement can be entered into between the relevant parties within 180 days from the date of the MOU (or such later date as the parties thereto may agree).
In consideration of the Purchaser incurring the costs of engaging advisers and spending time and incurring expenses in considering the Proposed Transaction, the Vendor grants the Purchaser an exclusivity period of 180 days from the date of the MOU.
The amount, the manner and the method of payment of the consideration for the Proposed Transaction will be negotiated between the parties.
Other than the provisions relating to exclusivity, confidentiality, notice, costs, legal effect and the governing law, the MOU is non-legally binding in respect of the Proposed Transaction.
The Company is an investment holding company and the Group is principally engaged in the operations of the Link Hotel in Singapore. The Target Company shall, if the Proposed Transaction materialises, become a subsidiary of the Company upon completion. The Board anticipates that the Proposed Transaction shall provide an attractive opportunity for the Company to enhance its future development and strengthen its revenue bases.
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As the MOU is not legally binding, the terms of the MOU are subject to negotiations between the parties and the Proposed Transaction may or may not materialise. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company. If the Proposed Transaction materialises, it will constitute a notifiable transaction of the Company pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. The Company will comply with the relevant requirements of the GEM Listing Rules when the formal agreement is entered into.
By order of the Board Link Holdings Limited Ngan Iek Chairman and executive Director
Hong Kong, 11 October 2017
As at the date of this announcement, the executive Directors are Mr. Ngan Iek, Datuk Siew Pek Tho and Mr. Chen Changzheng; the non-executive Directors are Ms. Ngan Iek Peng, Mr. Chen Guogang and Ms. Feng Xiaoying; and the independent non-executive Directors are Mr. Thng Bock Cheng John, Mr. Chan So Kuen and Mr. Lai Yang Chau, Eugene.
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 “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at http://www.linkholdingslimited.com.
- For identification purpose only
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