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Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2014
Jul 16, 2014
14896_rns_2014-07-16_f7f640db-03fe-4feb-a018-d5e4031b03c6.pdf
Capital/Financing Update
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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.
UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1046)
VOLUNTARY ANNOUNCEMENT: LETTER OF INTENT IN RESPECT OF THE PROPOSED ACQUISITION
The board (“ Board ”) of directors (“ Directors ”) of Universe International Holdings Limited (“ Company ”, together with its subsidiaries, the “ Group ”) is pleased to announce that on 16 July 2014, Fragrant River Entertainment Investment Limited(香江娛樂投資有限公司)(“ Fragrant River ”), a wholly-owned subsidiary of the Company, entered into a non-legally binding letter of intent (“ LOI ”) with Jade Sparkle Holdings Limited(耀琦控股有限公司)(“ Jade Sparkle ”) and Wong Chun Loong(黃振隆)(“ Wong ”) (Jade Sparkle and Wong are collectively referred to as “ Vendors ”) in respect of the proposed acquisition of all or part of the Vendors’ shareholding in Jade Dynasty Multi-Media Limited(玉皇朝多媒體有限公司) (“ Target Company ” and together with its subsidiaries, the “ Target Group ”). The Vendors collectively hold 78.64% of the issued share capital of the Target Company as at the date of this announcement. The number of shares in the Target Company and the consideration therefor are subject to negotiation by the parties.
The LOI shall be effective upon the date of signing by Fragrant River and the Vendors and shall be terminated upon the occurrence of the following circumstances:
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(1) the entering into of a formal sale and purchase agreement between the Vendors and Fragrant River (the “ Definitive Agreement ”); or
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(2) each of the Vendors and Fragrant River has agreed to such termination by giving prior written notice to each other; or
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(3) Fragrant River and the Vendors do not enter into the Definitive Agreement during the period from the date of the LOI until 30 November 2014 (or such other date as may be agreed between the parties) (“ Relevant Period ”).
- for identification purposes only
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Other principal terms of the LOI
The other principal terms of the LOI include:
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(1) Fragrant River is entitled to conduct a due diligence exercise (“ Due Diligence ”) on the businesses and operations of the Target Group within the Relevant Period. The Vendors shall use their reasonable endeavours to provide the relevant information in order to assist Fragrant River to complete the Due Diligence.
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(2) Upon the completion of the Due Diligence and subject to Fragrant River being satisfied with the result of the Due Diligence exercise on the Target Group, a Definitive Agreement shall be entered into between the parties.
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(3) The Vendors agree with Fragrant River that during the Relevant Period, among other matters, the Vendors shall not, initiate, discuss, negotiate, encourage or enter into any agreements or arrangements with any third party (other than contemplated in the LOI) relating to the proposed acquisition or initiate, discuss, negotiate or take part in any matters that may hinder the performance of the transaction contemplated under the LOI (“ Exclusivity Obligation ”).
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(4) The LOI does not constitute any legally-binding commitment of either party in respect of the proposed acquisition, except for the provisions governing the Exclusivity Obligation, the confidentiality obligations and other miscellaneous provisions.
INFORMATION OF THE TARGET COMPANY
The Target Company is a limited liability company incorporated in Samoa and is principally engaged in (i) the production and distribution of cartoon and animation; and (ii) research and development of various multi-media technologies.
INFORMATION OF THE GROUP
The Group is principally engaged in the distribution of films in various videogram formats, film exhibition, licensing and sub-licensing of film rights, leasing of investment properties, securities investment and money lending.
The Board considers that the transaction as contemplated under the LOI, if materialised, will broaden the Group’s investment portfolio to cartoon and animation business.
GENERAL
To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Vendors and its ultimate beneficial owners is a third party independent of the Company and its connected persons (as defined in the Rules (“ Listing Rules ”) Governing the Listing of Securities on the The Stock Exchange of Hong Kong Limited).
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The Board wishes to emphasize that the LOI may or may not lead to the entering into of the Definitive Agreement and the transactions contemplated thereunder may or may not be consummated. In the event that the Definitive Agreement materialises, the transaction contemplated thereunder may constitute a notifiable transaction of the Company under the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate.
On behalf of the Board Universe International Holdings Limited Lam Shiu Ming, Daneil Chairman and Executive Director
Hong Kong, 16 July 2014
As at the date of this announcement, the Board comprise of Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Mr. Yeung Kim Piu and Mr. Lam Kit Sun as executive Directors and Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung as independent non-executive Directors.
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