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Pacific Basin Shipping Limited M&A Activity 2014

Jan 28, 2014

50538_rns_2014-01-28_5a394e3b-3d51-465c-a971-270d53a55432.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.

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RISING DEVELOPMENT HOLDINGS LIMITED (麗盛集團控股有限公司)[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING UNUSUAL SHARE PRICE MOVEMENT AND RESUMPTION OF TRADING

This announcement is made by the Company pursuant to Rule 13.09 and 13.10 of the Listing Rules and Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that on 28 January 2014 (after trading hours), a non-legally binding MOU was entered into between the Potential Purchaser, an indirect wholly-owned subsidiary of the Company, and the Potential Vendor in relation to the Proposed Acquisition.

The MOU does not create any legally binding commitment between the parties to proceed with the Proposed Acquisition and is subject to the parties entering into definitive agreements for the Proposed Acquisition. The Proposed Acquisition, if it proceeds, will constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules.

Shareholders of the Company and potential investors should note that the Proposed Acquisition may or may not materialise and accordingly, they should exercise caution when dealing in the shares of the Company.

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 11:30 a.m. on Tuesday, 28 January 2014, pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the Shares with effect from 9:00 a.m. on Wednesday, 29 January 2014.

This announcement is made by Rising Development Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 and 13.10 of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the “SFO”) and at the request of the Stock Exchange.

  • For identification purpose only

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The board of directors (the “ Board ”) of the Company has noted the increase in the price of the Shares today. Having made such enquiry with respect to the Company as is reasonable in the circumstances, we confirm that we are not aware of any reasons for these price movements or, apart from the MOU (as defined below) that was signed after Stock Exchange securities trading hours on 28 January 2014 of any information which must be announced to avoid a false market in the Company’s securities or of any inside information that needs to be disclosed under Part XIVA of the SFO.

MEMORANDUM OF UNDERSTANDING

The board is pleased to announce that on 28 January 2014 (after Stock Exchange securities trading hours), a memorandum of understanding (the “MOU”) was entered into between Surplus Basic Limited (the “Potential Purchaser”), an indirect wholly-owned subsidiary of the Company, and Linkage Group Limited (the “Potential Vendor”), in relation to the proposed acquisition (the “Proposed Acquisition”), directly or indirectly, of the entire equity interest in Jinchang Jintai Photovoltaic Company Limited* 金昌錦泰光伏電 力有限公司 (the “Target Company”). The MOU does not create any legally binding commitment between the parties to proceed with the Proposed Acquisition and is subject to the parties entering into definitive agreements for the Proposed Acquisition. The Target Company is principally engaged in the operation of two solar power stations with an aggregate annual production capacity of 100MW in Jinchang, Gansu Province, both of which have already connected to the grid.

To the best knowledge, information and belief of the directors of the Company having made all reasonable enquiries, the Potential Vendor is a third party independent of the Company and its connected persons (as defined under the Listing Rules).

Under the MOU, the Potential Vendor has agreed to give the Potential Purchaser exclusivity in negotiations on the Proposed Acquisition for a period of 90-day (or such longer period as may be agreed between the parties) and to facilitate due diligence against the Target Company. The parties agreeing to work towards signing of the definitive agreements for the proposed acquisition within the exclusivity period. Whilst the purchase price and the method of payment are still being negotiated, the parties also agreed that if and to the extent that the consideration comprises any equity or equity linked securities to be issued by the Company, the issue or conversion price per share of the Company will not be more than HK$0.92.

The Group is principally engaged in investment business, fur business and mining business. The Group has been identifying and exploring suitable projects and/or investments with good profit potential for acquisition. The China Government has selected solar as one of the key ways to promote clean energy over the next decade. The Board considers that the Proposed Acquisition, if it proceeds, to be a good potential investment for the Group and will provide additional revenue streams to the Group and will benefit the Group and its shareholders as a whole in the future.

The Proposed Acquisition, if it proceeds, will constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules.

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GENERAL AND RESUMPTION OF TRADING

Shareholders of the Company and potential investors should note that the Proposed Acquisition may or may not materialise and accordingly, they should exercise caution when dealing in the shares of the Company.

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 11:30 a.m. on Tuesday, 28 January 2014, pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the Shares with effect from 9:00 a.m. on Wednesday, 29 January 2014.

This announcement is made by the order of the Company. The Board collectively and individually accepts responsibility for the accuracy of this announcement.

By Order of the Board Rising Development Holdings Limited Lai Leong Chairman

Hong Kong, 28 January 2014

As at the date hereof, Mr. Lai Leong, Mr. Kong Shan, David, Mr. Lam Kwan Sing, Mr. Wong Nga Leung and Mr. Hon Ming Sang are the executive directors of the Company; and Mr. Fok Ho Yin, Thomas, Mr. Tsui Ching Hung and Ms. Cheung Oi Man, Amelia are the independent non-executive directors of the Company.

  • For identification purpose only

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