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Weiye Holdings Limited — Capital/Financing Update 2012
Jul 6, 2012
50009_rns_2012-07-06_229b0407-91ac-4b52-971e-6558dcfe568b.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.
CULTURE LANDMARK INVESTMENT LIMITED
(Incorporated in Bermuda with limited liability)
(the “Company”)
(Stock Code: 674)
ANNOUNCEMENT
The Company entered into a supplemental agreement on 20 December 2011 in respect of the agreement dated 27 May 2011 to change the arrangements relating to guaranteed profit of, and loans to, the Elite Group.
The Company refers to its announcement dated 27 May 2011.
On 8 July 2011, the Company completed an agreement dated 27 May 2011 with HaoRan Cultural Development Limited (“BoRen Vendor”), an independent third party, to acquire the entire issued share capital of BoRen Culture Development Limited (博仁文化發展有 限公司)(“BoRen”) from BoRen Vendor (the “BoRen Agreement”).
The BoRen Agreement contained a profit guarantee from BoRen Vendor whereby BoRen Vendor guaranteed that the total audited combined net profits after taxation and noncontrolling interest of Elite-China Cultural Development Limited and its subsidiaries (the “Elite Group”) for the three financial years ending 31 December 2013 (the “Guaranteed Period”) shall be not less than RMB75 million (the “Guaranteed Profit”). Meanwhile, the Company is obligated to advance loans (“Advanced Loans”) in the total principal amount in Hong Kong dollars of not less than a sum equivalent to RMB50 million each financial year during the Guaranteed Period to the Elite Group for the development of the business of BoRen and its subsidiaries (the “BoRen Group”). In case the Elite Group shall fail to meet the Guaranteed Profit, BoRen Vendor shall pay damages to the Company a sum equal to the shortfall times 6 but not exceed RMB9 million.
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On 20 December 2011, the Company and BoRen Vendor entered into a supplemental agreement (the “Supplemental Agreement”) to defer the Guaranteed Period from the three financial years ending 31 December 2013 to the three financial years ending 31 December 2014 and the related Advanced Loans would be deferred accordingly whilst the rest of the terms and conditions of the BoRen Agreement remain unchanged.
The BoRen Group is principally engaged in the sub-leasing of properties and facilities in Nanjing, the PRC. The Advanced Loans are intended to be used for the development of new projects in the sub-leasing business of the Elite Group. During the year ended 31st March, 2012, the Company had considered some new projects. However, as these projects were still at the initial stage, the Company needed more time for evaluation. As a result, the Company entered into the Supplemental Agreement to defer the Advance Loans. The Company considers that the terms of Supplemental Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.
By Order of the Board Cheng Yang Chairman
Hong Kong, 6 July 2012
As at the date of this announcement, the executive directors of the Company are Mr. Cheng Yang (the Chairman), Mr. Zheng Yuchun, Mr. Liu Yu Mo and Mr. Li Weipeng and the independent non-executive directors are Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung.
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