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Sunac Services Holdings Limited M&A Activity 2016

Aug 12, 2016

49969_rns_2016-08-12_cdd51afd-3abe-4b62-957c-6dd4f3a6c1b7.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.

This announcement appears for information purposes only and does not constitute an intention or offer to acquire, purchase or subscribe for any securities of Shun Cheong Holdings Limited.

Titan Gas Technology Investment Limited

(Incorporated in the British Virgin Islands with limited liability)

SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO THE COMPOSITE DOCUMENT FOR THE OFFER

Reference is made to the composite offer and response document jointly issued by Shun Cheong Holdings Limited (the ‘‘Company’’) and Titan Gas Technology Investment Limited (the ‘‘Offeror’’) dated 5 August 2016 (the ‘‘Composite Document’’). Unless the context otherwise requires, capitalised terms defined in this announcement shall have the same meaning as those defined in the Composite Document.

The sole director of the Offeror wishes to furnish the Shareholders and potential investors of the Company with the following information in relation to the matters disclosed in the Composite Document which should have been disclosed therein:

ADDITIONAL DISCLOSURE

  • (1) With respect to the context under the section headed ‘‘4. DEALINGS IN SECURITIES OF THE COMPANY’’ to the Composite Document, the following paragraph should be included after paragraph (d) on page VI-3:

  • ‘‘(e) Save for (i) the Excluded Shares Undertaking, the Excluded Bonds Undertaking and the CN Undertaking provided by Seller 1, Seller 2 and League Way under the S&P Agreement and the CN Agreement in favour of the Offeror; (ii) the disposal of the Sale Shares and the Sale Bonds pursuant to the S&P Agreement; and (iii) the subscription of the Convertible Note under the CN Subscription Agreement, as at the Latest Practicable Date, none of Seller 1, Seller 2 and League Way has dealt in the Ordinary Shares, options, derivatives, warrants or other securities convertible into Ordinary Shares during the Offer Relevant Period.’’

  • (2) The context in paragraph (b) under section headed ‘‘7. GENERAL’’ in ‘‘APPENDIX VI — GENERAL INFORMATION OF THE OFFEROR’’ to the Composite Document on page VI-4:

  • ‘‘(b) The principal members of the Offeror’s concert group are (i) the Offeror; (ii) IDG Technology; (iii) Mr. Lin; (iv) Mr. Xie Jianping (謝建平); (v) the IDG Funds; (vi) Standard Gas; (vii) Mr. Wang; (viii) Kingsbury; (ix) Aquarius

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Investment; (x) Mr. Lu Xi (盧熙); (xi) Mr. Fang Chao (房超); (xii) Hwabao 20-6 QDII; (xiii) Hwabao 20-7 QDII; (xiv) New Fast Investments Limited; (xv) Real Smart Holdings Limited; (xvi) Grand Empire Global Limited; (xvii) True Success Global Limited; (xviii) Sonic Gain Limited; (xix) Haitong International Securities Company Limited; (xx) Rich Harvest Worldwide Ltd.; and (xxi) the ExaByte Capital Fund L.P..’’

should be replaced by:

  • ‘‘(b) The principal members of the Offeror’s concert group are (i) the Offeror; (ii) IDG Technology; (iii) Mr. Lin; (iv) Mr. Xie Jianping (謝建平); (v) the IDG Funds; (vi) IDG-Accel Ultimate GP; (vii) Standard Gas; (viii) Mr. Wang; (ix) Kingsbury; (x) Aquarius Investment; (xi) Mr. Lu Xi (盧熙); (xii) Mr. Fang Chao (房超); (xiii) Hwabao 20-6 QDII; (xiv) Hwabao 20-7 QDII; (xv) New Fast Investments Limited; (xvi) Real Smart Holdings Limited; (xvii) Grand Empire Global Limited; (xviii) True Success Global Limited; (xvix) Sonic Gain Limited; (xx) Haitong International Securities Company Limited; (xxi) Rich Harvest Worldwide Ltd.; and (xxii) the ExaByte Capital Fund L.P..’’

  • (3) The context in paragraph (d) under the section headed ‘‘7. GENERAL’’ in ‘‘APPENDIX VI — GENERAL INFORMATION OF THE OFFEROR’’ to the Composite Document on page VI-5:

  • ‘‘(d) ‘‘The registered address of IDG-Accel Capital II and IDG-Accel Investors II is 190 Elgin Avenue, George Town, Grand Cayman KY1–9005, Cayman Islands.’’

should be replaced by:

  • ‘‘(d) ‘‘The registered address of IDG-Accel Capital II, IDG-Accel Investors II and IDG-Accel Ultimate GP is 190 Elgin Avenue, George Town, Grand Cayman KY1–9005, Cayman Islands.’’

  • (4) The context in paragraphs (q) and (r) under the section headed ‘‘7. GENERAL’’ in ‘‘APPENDIX VI — GENERAL INFORMATION OF THE OFFEROR’’ to the Composite Document on page VI-8:

  • ‘‘(q) The registered office of Essence Corporate Finance and Essence Securities is at 39/F., One Exchange Square, Central, Hong Kong.

  • (r) The English text of this Composite Document shall prevail over its Chinese text in the case of inconsistency.’’

should be replaced by:

  • ‘‘(q) The address of Mr. Lu Xi (盧熙) is No. 102, Unit 3, Building 5, Chinese Academy of Forestry, Haidian District, Beijing 100091, the PRC.

  • (r) The address of Mr. Fang Chao (房超) is No. Jia 6, Xidawang Road, Chaoyang District, Beijing 100025, the PRC.

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  • (s) The registered office of Essence Corporate Finance and Essence Securities is at 39/F., One Exchange Square, Central, Hong Kong.

  • (t) The English text of this Composite Document shall prevail over its Chinese text in the case of inconsistency.’’

Save as disclosed above, the sole director of the Offeror confirms that all other information in the Composite Document (relating to the Offeror and parties acting in concert with it, and the Offer) remains unchanged.

IMPORTANT

The Independent Shareholders are strongly advised to consider carefully the information contained in the ‘‘Letter from the Board’’, the ‘‘Letter from the Independent Board Committee’’ and the ‘‘Letter from the Independent Financial Adviser’’ as set out in the Composite Document before reaching a decision as to whether or not to accept the Offer.

By order of the sole director of Titan Gas Technology Investment Limited Xie Jianping Sole Director

Hong Kong, 12 August 2016

As at the date of this announcement, the sole director of the Offeror is Mr. Xie Jianping.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any such statement contained in this announcement misleading.

The English text of this announcement shall prevail over its Chinese text in the case of inconsistency.

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