e-kong Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 524)

Transcription

1 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. e-kong Group Limited (Incorporated in Bermuda with limited liability) (Stock Code: 524) CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF LISTED SECURITIES THE DISPOSAL The Board announces that on 9 June 2017, the Vendor (a wholly-owned subsidiary of the Company) sold 5,700,000 SingAsia Shares to Mr. Yeung, at a price of HK$4.65 per SingAsia Share. The aggregate consideration amounted to HK$26,505,000 (exclusive of transaction costs). LISTING RULES IMPLICATIONS Mr. Yeung, being the chairman of the Board and an executive Director, is a connected person of the Company. Accordingly, the Disposal constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As all of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal are more than 0.1% but less than 5%, the Disposal is subject to reporting and announcement requirements but is exempt from the independent shareholders approval requirement under the Listing Rules. 1

2 THE DISPOSAL The Board announces that on 9 June 2017, the Vendor (a wholly-owned subsidiary of the Company) sold 5,700,000 SingAsia Shares to Mr. Yeung, at a price of HK$4.65 per SingAsia Share. The aggregate consideration amounted to HK$26,505,000 (exclusive of transaction costs). The principal terms of the Disposal are set out as follows: Date 9 June 2017 Parties (i) (ii) the Vendor (a wholly-owned subsidiary of the Company); and Mr. Yeung, as the purchaser. Assets disposed of The Group sold 5,700,000 SingAsia Shares, representing approximately 2.28% of the entire issued share capital of SingAsia as at the date of this announcement. Upon completion of the Disposal, the Company does not hold any SingAsia Shares. Consideration The price for the Disposal is HK$4.65 per SingAsia Share and the aggregate consideration amounted to HK$26,505,000 (exclusive of transaction costs), which was settled in cash. The consideration for the Disposal was determined after arm s length negotiations between the parties with reference to the historical trading price and trading volume of the SingAsia Shares. 2

3 INFORMATION OF SINGASIA According to publicly available information, SingAsia is a company incorporated in the Cayman Islands whose issued shares are listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8293). According to its company profile information available on the website of the Stock Exchange, the SingAsia Group is principally engaged in providing manpower outsourcing services, manpower recruitment services and manpower training services based in Singapore. Set out below is a summary of the audited financial information of SingAsia for the two years ended 31 July 2015 and 2016 as extracted from the annual report of SingAsia for the year ended 31 July 2016: For the year ended 31 July SGD SGD (audited) (audited) Revenue 20,833,182 19,320,989 Profit/(loss) before tax (1,362,167) 2,237,320 Profit/(loss) after tax (1,297,161) 2,111,116 As at 31 January 2017, the unaudited net asset value of SingAsia was SGD10,777,334 as extracted from the interim report of SingAsia for the six months ended 31 January The Group held the SingAsia Shares for 12 months or less before the Disposal. The original acquisition costs of the SingAsia Shares was HK$19,562,000 REASONS FOR AND THE BENEFITS OF THE DISPOSAL The principal activity of the Vendor and the Company is investment holding. The Group currently has a portfolio of business interests in the telecommunications, information technology, financial solution, advertising, software development and distribution sectors in Hong Kong, Singapore and PRC. While the Group is actively looking for new investment opportunities, the Group is trying to utilize its cash position by investing in the securities market. The purpose of the Disposal is to realize investment gain and obtain additional cash flows. As a result of the Disposal, the Group will recognize a gain of HK$6,943,000 which is calculated on the basis of the difference between the original acquisition costs and the consideration for the Disposal (exclusive of transaction costs). The Group intends to use the sale proceeds of the Disposal as general working capital of the Group. In view of the above, the Directors (including the independent non-executive Directors) are of the view that the Disposal was fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Other than Mr. Yeung, none of the Directors have a material interest in the Disposal and therefore none of them are required to abstain from voting on the board resolutions approving the Disposal. 3

4 IMPLICATIONS UNDER THE LISTING RULES Mr. Yeung, being the chairman of the Board and an executive Director, is a connected person of the Company. Accordingly, the Disposal constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As all the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal are more than 0.1% but less than 5%, the Disposal is subject to reporting and announcement requirements but is exempt from the independent shareholders approval requirement under the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: Board Company Director(s) Disposal Group HK$ Hong Kong Listing Rules Mr. Yeung PRC SGD Shares the board of Directors e-kong Group Limited, a company incorporated in Bermuda with limited liability, whose issued shares are listed on main board of the Stock Exchange (stock code: 524) director(s) of the Company the sale of 5,700,000 SingAsia Shares by the Vendor to Mr. Yeung on 9 June 2017 the Company and its subsidiaries Hong Kong dollar, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange Mr.Yeung Chun Wai, Anthony, the chairman of the Board and an executive Director the People s Republic of China Singapore dollars, the lawful currency of the Republic of Singapore ordinary share(s) of HK$0.01 each in the share capital of the Company 4

5 Shareholder(s) SingAsia SingAsia Group SingAsia Shares Stock Exchange Vendor holder(s) of the Shares SingAsia Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose issued shares are listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8293) SingAsia and its subsidiaries ordinary share(s) of HK$0.01 each in the share capital of SingAsia The Stock Exchange of Hong Kong Limited e-kong Pillars Holdings Limited, a company incorporated in the British Virgin Islands, and a wholly-owned subsidiary of the Company % per cent. By order of the Board e-kong Group Limited Yeung Chun Wai, Anthony Chairman and Chief Executive Officer Hong Kong, 16 June 2017 As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Yeung Chun Wai, Anthony, Mr. Chan Chi Yuen, Mr. Wong Xiang Hong and Mr. Yeung Chun Sing, Standly, and one independent non-executive Director, namely Mr. Fung Chan Man, Alex. 5