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) DISCLOSABLE TRANSACTION IN RELATION TO ACQUISITIONS OF LISTED SECURITIES THE ACQUISITIONS OF SW SHARES On 9 September 2015, 5 October 2015, 29 October 2015 and 24 November 2015, the Company, through its wholly-owned subsidiary, executed orders with its broker to acquire onmarket 7,100,000 SW Shares, 8,720,000 SW Shares, 14,500,000 SW Shares and 130,000 SW Shares, at the aggregate purchase price of approximately HK$27,912,850 (exclusive of transaction costs). LISTING RULES IMPLICATIONS As certain applicable percentage ratio (as defined under the Listing Rules) in respect of the Acquisitions (in aggregate) exceeds 5% but less than 25%, the Acquisitions constitute disclosable transactions for the Company and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules. THE ACQUISITIONS OF SW SHARES On 9 September 2015, 5 October 2015, 29 October 2015 and 24 November 2015, the Company, through its wholly-owned subsidiary, executed orders with its broker to acquire on-market 7,100,000 SW Shares, 8,720,000 SW Shares, 14,500,000 SW Shares and 130,000 SW Shares, respectively, representing in aggregate of 0.733% of the entire issued share capital of SW, based on the 4,152,000,000 issued SW Shares as at 24 November 2015, according to the publicly available information, at the purchase price ranged from HK$1.39 to HK$1.42, HK$0.91, HK$0.68 and HK$0.88 per SW Share, respectively, for an aggregate purchase price of approximately HK$27.91 million (exclusive of transaction costs). 1

2 As the Acquisitions were made in the open market through its broker, the Company is not aware of the identities of the sellers of the SW Shares and accordingly, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the broker and the seller(s) of the SW Shares and its (their) respective ultimate beneficial owner(s) is (are) Independent Third Party(ies). CONSIDERATION The aggregate consideration of the Acquisitions is approximately HK$27.91 million (exclusive of transaction costs), which was payable in cash on settlement and financed by the Group s internal resources. The consideration of the Acquisitions represented the market price of the SW Shares at the relevant time of the Acquisitions. INFORMATION OF SW Accordingly to publicly available information, SW is a company incorporated as an exempted company with limited liability in the Cayman Islands and the SW Shares are listed on the main board of the Stock Exchange (stock code: 444). According to its company profile available on the website of the Stock Exchange, the SW Group is principally engaged in the distribution of branded luxury watches, timepieces and accessories in Hong Kong, Macau, Taiwan and the PRC. According to its business review available on the 2015 interim report, SW is the sole distributor of Franck Muller watches and accessories in Hong Kong, Macau, Taiwan and Mainland China. The SW Group also represents five other luxury brands namely de Grisogono, CVSTOS, Pierre Kunz, European Company Watch and Backes & Strauss. In addition, The SW Group has established its distribution network with 57 retail points of sales and 13 boutiques, making a total of 70 points as at the end of September Although the economic outlook for the Greater China region is not anticipated to achieve a tremendous growth, Asia is expected to continue to play the leading role in the global luxury retail industry. The following financial information is extracted from the 2015 annual report of SW: For the year ended 31 March HK$ 000 HK$ 000 Revenue 589, ,013 Profit/(Loss) before tax 49,244 62,476 Profit/(Loss) after tax 40,232 52,074 2

3 As at 30 September 2015, the unaudited net assets of SW was approximately HK$1,174,481,000 based on the 2015 interim report of SW. REASONS FOR AND BENEFITS OF THE ACQUISITION The principal activity of the Company is investment holdings. 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. Having considered that the SW Group is the representative for multiple luxury brands, such as Franck Muller, de Grisogono and the SW Group has the extensive distribution network in Asian region, and Asian consumer market is anticipated to continue to play the leading role in the global luxury retail industry, the Company considers that Acquisitions are attractive investments and can enhance the returns on cash for the Group. The Acquisitions were made at the then market price and the Directors are of the view that the Acquisitions were fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES The relevant applicable percentage ratios (as defined under the Listing Rules) for each of the First Acquisition, the Second Acquisition, the Third Acquisition and the Fourth Acquisition are less than 5%, and are not subject to any disclosure requirements under Chapter 14 of the Listing Rules. However, pursuant to Rule of the Listing Rules, the First Acquisition, the Second Acquisition, the Third Acquisition and the Fourth Acquisition shall be aggregated as if they were one transaction given that they were made within a period of 12 months. As the relevant applicable percentage ratio (as defined under the Listing Rules) for the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a disclosable transaction for the Company and is subject to notification and announcement requirements under the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: Acquisitions Board collectively, the First Acquisition, the Second Acquisition, the Third and the Fourth Acquisition board of Director 3

4 Company Director(s) e-kong Group Limited, a company incorporated in the Bermuda with limited liability, whose issued shares are listed on main board of the Stock Exchange (stock code: 524) director(s) of the Company First Acquisition the acquisition of 7,100,000 SW Shares by the Group on 9 September 2015 Fourth Acquisition the acquisition of 130,000 SW Shares by the Group on 24 November 2015 Group HK$ e-kong Group Hong Kong dollar, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China Independent Third Party(ies) Listing Rules PRC Second Acquisition Stock Exchange SW SW Group independent third party(ies) who is/are not connected person(s) of the Company and is/are independent of and not connected with the Company and directors, chief executive, controlling shareholders and substantial shareholders of the Company or any of its subsidiaries or their respective associates the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China, which for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan region the acquisition of 8,720,000 SW Shares by the Group on 5 October 2015 The Stock Exchange of Hong Kong Limited Sincere Watch (Hong Kong) Ltd., a company incorporated as an exempted company with limited liability in the Cayman Islands and the SW Shares are listed on the main board of the Stock Exchange (stock code: 444). SW and its subsidiaries 4

5 SW Shares ordinary share(s) of HK$0.02 each in the share capital of SW Third Acquisition the acquisition of 14,500,000 SW Shares by the Group on 29 October 2015 % per cent. Hong Kong, 7 April 2016 By order of the Board e-kong Group Limited Yeung Chun Wai Anthony Chairman and Chief Executive Officer As at the date of this announcement, the Board comprises Mr. Yeung Chun Wai, Anthony, Mr. Chan Chi Yuen, Mr. Wong Xiang Hong and Mr. Yeung Chun Sing Standly as executive Directors; and Mr. Chan Chiu Hung, Alex, Mr. Fung Chan Man, Alex and Mr. Chan Fong Kong, Francis as independent non-executive Directors. 5