Noble House (China) Holdings Limited

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. Noble House (China) Holdings Limited (incorporated in the Cayman Islands with limited liability) (Stock code: 8246) DISCLOSEABLE TRANSACTION PROPOSED FORMATION OF A JOINT VENTURE COMPANY & PROPOSED CHANGE OF COMPANY NAME ESTABLISHMENT OF THE JV COMPANY The Board is pleased to announce that on 17 July 2015 (after trading hours), Northern New Energy Development Limited ( ) (the Northern New Energy ), a indirectly wholly-owned subsidiary of the Company, entered into the JV Agreement with (the Tianjin Xinping Runchi ) in relation to the establishment of the JV Company in the PRC (subject to the approval of the relevant PRC authorities). The JV Company will principally engage in, among other things, new energy development, research on its relevant technologies and construction business. The JV Company will be located at Binhai Science Park, Binhai New Area, Tianjin, the PRC ( ). The total investment is RMB18 million which will be contributed by the parties in the form of registered capital. Northern New Energy shall contribute 90% of the registered capital of the JV Company for a cash consideration of RMB16.2 million and Tianjin Xinping Runchi shall contribute 10% of the registered capital of the JV Company for a cash consideration of RMB1.8 million. The capital contribution from the Northern New Energy will be funded by internal resources of the Company. 1

2 The proposed formation of the JV Company is subject to the satisfaction of the conditions precedent, including among other things, all necessary approvals and consents from the relevant PRC governmental and regulatory authorities. As one or more than one of the applicable percentage ratios set out in Rule of the GEM Listing Rules in respect of the transactions contemplated under the JV Agreement exceeds 5% and all of the percentage ratios are less than 25%, the transactions contemplated under the JV Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules. PROPOSED CHANGE OF COMPANY NAME The Board proposes to change the English name of the Company from Noble House (China) Holdings Limited to Northern New Energy Holdings Limited and, to adopt as the new dual foreign name of the Company to replace (the Change of Company Name ). The proposed Change of Company Name will be subject to the following conditions: (i) the passing of a special resolution by the Shareholders of the Company at an extraordinary general meeting to approve the Change of Company Name; and (ii) the Registrar of Companies approving the Change of Company Name. ESTABLISHMENT OF THE JV COMPANY The board of directors ( Board ) of the Company is pleased to announce that, on 17 July 2015, (after trading hours), Northern New Energy, a indirectly wholly-owned subsidiary of the Company, entered into a joint venture agreement (the JV Agreement ) with an independent third party, Tianjin Xinping Runchi in relation to the establishment of a sino-foreign equity joint venture enterprise under the laws of the PRC (subject to the approval of the relevant PRC authorities) (the JV Company ). The proposed name of the JV Company is Northern New Energy Development (Tianjin) Limited ( ). The JV Company will principally engage in, among other things, new energy development, research on its relevant technologies and construction business. The JV Company will be located at Binhai Science Park, Binhai New Area, Tianjin, the PRC ( ). The principal terms of the JV Agreement are set out below. 2

3 SUMMARY OF PRINCIPAL TERMS OF THE JV AGREEMENT Date 17 July 2015 The Parties (a) Northern New Energy (90%); and (b) Tianjin Xinping Runchi (10%). To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Tianjin Xinping Runchi and its ultimate beneficial owner are independent third parties not connected with the Directors, chief executives or substantial shareholders of the Company or any of its subsidiaries, or their respective associates as defined in the GEM Listing Rules. Principal Business of the JV Company The JV Company will principally engage in, among other things, new energy development, research on its relevant technologies and construction business. The JV Company will be located at Binhai Science Park, Binhai New Area, Tianjin, the PRC ( ). Total investment and registered capital The total investment is RMB18 million which will be contributed by the parties in the form of registered capital. Northern New Energy shall contribute 90% of the registered capital of the JV Company for a cash consideration of RMB16.2 million and Tianjin Xinping Runchi shall contribute 10% of the registered capital of the JV Company for a cash consideration of RMB1.8 million. The capital contribution from the Northern New Energy will be funded by internal resources of the Company. Board of directors The board of directors of the JV Company will comprise 3 directors. Northern New Energy will nominate 2 directors, including the chairman, while Tianjin Xinping Runchi will nominate 1 director. 3

4 Other terms The proposed formation of the JV Company is subject to the satisfaction of the conditions precedent, including among other things, all necessary approvals and consents from the relevant PRC governmental and regulatory authorities. The term of operation of the JV Company will be 15 years from the date of the issue of its business licence. The parties to the JV Agreement shall decide whether to extend the terms of operation of the JV Company at least six months prior to the expiry date of the term of operation, subject to the approval of the relevant PRC authorities. The JV Agreement will, after being agreed and signed by the parties, become effective on the day on which all necessary approvals and consents from the relevant PRC governmental and regulatory authorities have been obtained. The JV Agreement is governed by and construed in accordance with the laws of PRC. INFORMATION OF TIANJIN XINPING RUNCHI Tianjin Xinping Runchi is a company incorporated in PRC with limited liability. It was established in Its core businesses focus on development of new energy and those related business. REASONS FOR AND BENEFITS OF ENTERING INTO THE JV AGREEMENT The Group is principally engaged in the operation of restaurants, provision of management services and sales of processed food and seafood. It has been the strategy of the Group to explore new potential projects in order to diversify business risk as well as broaden income source of the Group and eventually maximizing Shareholders values. As the PRC government has released a series of policies emphasizing environmental protection, energy saving, emission reduction and promotion of clean energy as an alternative to pollution sources, the Directors perceive the increasing demand in the use of new energy as well as the huge opportunities arisen therefrom. The Directors believed that with the cooperation with Tianjin Xinping Runchi, the advanced technologies and professionals as well as management experts from that area will be introduced, together with Tianjin Xinping Runchi s extensive network in the PRC, the Group will be able to grasp the opportunity and rapidly enter into the market. With increase in market share and leveraging on the recognized patent technologies and relevant experience, the Group will continue to further develop and utilize new energies and their related areas, and persistently launch secondary products for other sectors. The Directors consider that the JV Agreement has been entered into after arm s length negotiations between the JV Parties and based on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 4

5 PROPOSED CHANGE OF COMPANY NAME The Board proposes to change the English name of the Company from Noble House (China) Holdings Limited to Northern New Energy Holdings Limited and, to adopt as the new dual foreign name of the Company to replace. Conditions The proposed Change of Company Name will be subject to the following conditions: (i) (ii) the passing of a special resolution by the Shareholders of the Company at an extraordinary general meeting to approve the Change of Company Name; and the Registrar of Companies in Cayman Islands (the Registrar of Companies ) approving the Change of Company Name. Subject to the satisfaction of the above conditions, the new English name and dual foreign name of the Company will take effect on the date of issue of the Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands. The Company will carry out all necessary registration and/or filing procedures with the Registrar of Companies in the Cayman Islands and the Companies Registry in Hong Kong. Reasons for the Change of Company Name The Group intends to develop its business in the new energy sector and the Board therefore believes that the new English name and dual foreign name of the Company will provide the Group with a new corporate image and will better reflect the Group s future business development. Therefore, the Board considers that the proposed Change of Company Name is fair and reasonable and in the interests of the Company and its Shareholders as a whole. Effects of the proposed Change of Company Name The proposed Change of Company Name will not, by itself, affect any of the rights of the Shareholders. Save for the change of stock short name to be announced by the Company, the trading arrangements for the Shares on the Stock Exchange will not be affected. All existing share certificates of the Company in issue bearing the Company s existing name shall continue to be evidence of legal title to the Shares and valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates of the Company for new share certificates under the new name of the Company. Upon the proposed Change of Company Name becoming effective, all new share certificates will be issued in the new name of the Company. 5

6 IMPLICATIONS OF THE LISTING RULES As one or more than one of the applicable percentage ratios set out in Rule of the GEM Listing Rules in respect of the transactions contemplated under the JV Agreement exceeds 5% and all of the percentage ratios are less than 25%, the transactions contemplated under the JV Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules. GENERAL A circular containing, among other matters, the proposed Change of Company Name and a notice convening an extraordinary general meeting to approve the Change of Company Name will be despatched to the Shareholders as soon as practicable. The Company will make further announcement(s) as and when appropriate on the voting result(s) of the extraordinary general meeting to be convened to approve the Change of Company Name, the effective date of the Change of Company Name and the corresponding change in the stock short name for trading of the Shares. DEFINITIONS In this announcement, the following terms have the meanings set out below unless the context requires otherwise: Board the board of Directors Change of Company Name the change of the English name of the Company to Northern New Energy Holdings Limited and the dual foreign name of the Company to Company Noble House (China) Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Growth Enterprise Market of the Stock Exchange Directors the director(s) of the Company from time to time 6

7 GEM Listing Rules Group Hong Kong JV Agreement JV Company JV Parties Northern New Energy PRC Registrar of Companies RMB Share(s) Shareholder(s) Stock Exchange the rules governing the listing of securities on the Growth Enterprise Market operated by the Stock Exchange as made by the Stock Exchange from time to time the Company and its subsidiaries the Hong Kong Special Administrative Region of the People s Republic of China the joint venture agreement dated 17 July 2015 entered into among Northern New Energy and Tianjin Xinping Runchi the sino-foreign equity joint venture enterprise to be incorporated in the PRC pursuant to the JV Agreement which is proposed to be named as Northern New Energy Development (Tianjin) Limited ( ), the registered capital of which will be owned as to 90% by Northern New Energy and 10% by Tianjin Xinping Runchi the parties to the JV Agreement Northern New Energy Development Limited ( ), a company incorporated in Hong Kong with limited liability and a indirectly wholly-owned subsidiary of the Company The People s Republic of China the Registrar of Companies in Cayman Islands Renminbi, the lawful currency of the PRC ordinary share(s) of HK$0.01 each in the capital of the Company holder(s) of Share(s) The Stock Exchange of Hong Kong Limited 7

8 Tianjin Xinping Runchi, a company incorporated in PRC with limited liability HK$ Hong Kong dollars, the lawful currency of Hong Kong % per cent. By Order of the Board Noble House (China) Holdings Limited Chan Wing Yuen, Hubert Chief Executive Officer and Executive Director Hong Kong, 17 July 2015 As at the date of this announcement, the executive Directors are Ms. Lin Min, Mindy, Mr. Chan Wing Yuen, Hubert, Ms. Kwong Wai Man, Karina and Mr. Chan Tai Neng; and the independent non-executive Directors are Mr. Lui Tin Nang, Ms. Ma Lee and Mr. Wang Zhi Zhong. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the GEM website at and, in the case of this announcement, on the Latest Company Announcements page for at least 7 days from the date of its posting. This announcement will also be published on the Company s website at 8