THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Ever Fortune International Holdings Limited, you should at once hand this circular to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (Incorporated in Bermuda with limited liability) (Stock code: 875) DISCLOSEABLE TRANSACTION DISPOSAL OF A SUBSIDIARY 7 January 2009

2 CONTENTS Page DEFINITIONS... 1 LETTER FROM THE BOARD... 2 INTRODUCTION... 2 THE DISPOSAL AGREEMENT... 3 INFORMATION ON KWOK HONG... 4 REASONS FOR THE DISPOSAL... 4 USE OF PROCEEDS FROM THE DISPOSAL... 4 FINANCIAL EFFECT OF THE DISPOSAL... 4 FURTHER INFORMATION... 5 APPENDIX GENERAL INFORMATION... 6 i

3 DEFINITIONS In this circular, the following expressions have the following meanings unless the context requires otherwise: Board Completion Company & Vendor Connected Person Consideration Directors Disposal Disposal Agreement Group Kwok Hong Latest Practicable Date Listing Rules Purchaser SFO Sale Share Share Shareholders Stock Exchange HK$ the board of Directors; the completion of the Disposal; Ever Fortune International Holdings Limited, a company incorporated under the Bye-Laws of Bermuda with limited liability, the issued shares of which are listed on the Stock Exchange; has the meaning attributed to it in the Listing Rules; the total amount of HK$100,000, being the consideration for the Disposal; the directors of the Company; the disposal of the Sale Share by the Vendor to the Purchaser; the agreement dated 11 December, 2008 entered into between the Vendor and the Purchaser relating to the Disposal; the Company and its subsidiaries; Kwok Hong Company Limited, a company incorporated under the laws of Hong Kong; 22 December, 2008 being the latest practicable date prior to the printing of this Circular for ascertaining certain information for inclusion in this Circular; the Rules Governing the Listing of Securities on the Stock Exchange; TERREBROOD POON, Chit Rebecca, an independent third party; Securities and Future Ordinance, Chapter 571, Laws of Hong Kong; 2 shares of HK$1.00 each in the capital of Kwok Hong, representing the entire issued share capital of Kwok Hong; ordinary share(s) of HK$0.10 each in the share capital of the Company; Shareholders of the Company; The Stock Exchange of Hong Kong Limited; Hong Kong dollars, the lawful currency of Hong Kong. 1

4 LETTER FROM THE BOARD (Incorporated in Bermuda with limited liability) (Stock code: 875) Executive Directors: Mr. Zhou Wenjun (Chairman) Mr. Ji Kewei (Deputy Chairman and Chief Executive Officer) Mr. Ding Jiangyong Mr. Dai Jun Mr. Sun Kejun Independent Non-executive Directors: Mr. So Hoi Pan Mr. Yim Hing Wah Mr. Zhao Wen Registered Office: Canon s Court 22 Victoria Street Hamilton HM12 Bermuda Head office and principal place of business in Hong Kong: Unit , 20th Floor Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong 7 January 2009 To the Shareholders Dear Sirs or Madam, DISCLOSEABLE TRANSACTION DISPOSAL OF A SUBSIDIARY 1. INTRODUCTION On 11 December, 2008, the Company entered into the Disposal Agreement with the Purchaser whereby the Company has agreed to sell and the Purchaser has agreed to purchase the entire issued share capital of Kwok Hong at a consideration of HK$100,000. The Disposal constitutes a discloseable transaction for the Company under Rule of the Listing Rules. The purpose of this circular is to provide you with information in respect of the Disposal and such other information as is required under the Listing Rules. 2

5 LETTER FROM THE BOARD 2. THE DISPOSAL AGREEMENT Date : 11 December 2008 Parties : (1) Ever Fortune International Holdings Limited, (the Company ) as the Vendor; and (2) TERREBROOD POON, Chit Rebecca, as the Purchaser. To the best of the Directors knowledge information and belief and after making all reasonable enquires, the Purchaser is a third party independent of the Company and its Connected Persons (as defined under the Listing Rules) and without any prior relationship nor any prior transaction with the Group. Interests to be disposed of: Sale Shares : 2 shares of HK$1.00 each in the capital of Kwok Hong, representing the entire issued share capital of Kwok Hong. Upon Completion, Kwok Hong will cease to be a subsidiary of the Company. Consideration: The consideration, being HK$100,000 will be paid by the Purchaser to the Vendor within 7 days upon signing of the Disposal Agreement. The Consideration was determined after arm s length negotiations between the Vendor and the Purchaser taking into account the current economic climate and the realizable value of the motor vehicle owned by Kwok Hong, making reference as to its age and usable condition. The Directors consider that the above basis for fixing the amount of the Consideration is fair and reasonable and in the best interests of the Company. Completion: Upon Completion, Kwok Hong will cease to be a subsidiary of the Company and that all economic and legal liabilities and interest of Kwok Hong since the date of completion shall be borne by the Purchaser. 3

6 LETTER FROM THE BOARD 3. INFORMATION ON KWOK HONG Kwok Hong is a limited liability company incorporated under the laws of Hong Kong on 15 October, It is a wholly owned subsidiary of the Company. Kwok Hong is principally engaged in holding motor vehicle. The following are the financial information of Kwok Hong for the three financial periods, which were prepared in accordance with the Hong Kong Financial Reporting Standards: For the For the Period from For the Period from 1 Jan 2008 to Year ended 1 Apr 2006 to 30 Nov Dec Dec 2006 (HK$) (HK$) (HK$) Turnover Net profit/(loss) before tax 320,666 (107,705) (76,500) Net profit/(loss) after tax 320,666 (107,705) (76,500) Net assets 450, , , REASONS FOR THE DISPOSAL The Group is principally engaged in investment holding. As the net proceeds derived from the Disposal will improve the liquidity and financial position of the Group, the Board considers it appropriate to dispose of the Subsidiary. The Board considers the terms of the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 5. USE OF PROCEEDS FROM THE DISPOSAL The proceeds of the Disposal will be used for general working capital. 6. FINANCIAL EFFECT OF THE DISPOSAL As a result of the Disposal, the Company will incur a loss of approximately HK$350,000, being calculated by reference to the consideration of HK$100,000 and the net assets of HK$450,000 as at 30 November, Other than this, there will be no material impact to the assets and liabilities of the Company. It is estimated that, upon Completion, the Group s loss will be increased by HK$350,000. The total assets of the Group will decrease and there is no change to the total liabilities of the Group. There will also be a cash inflow of HK$100,000. 4

7 LETTER FROM THE BOARD 7. FURTHER INFORMATION Your attention is also drawn to the general information set out in the Appendix to this circular. Yours faithfully, For and on behalf of Ever Fortune International Holdings Limited Ji Kewei Director 5

8 APPENDIX GENERAL INFORMATION 1. RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information which regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. 2. INTERESTS IN SECURITIES (a) Directors interests and short positions in shares and underlying shares As at the Latest Practicable Date, none of the directors and chief executive of the Company had any interests or shorts positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ( SFO ) which were required to be notified to the Company and The Stock Exchange of Hong Kong Limited (the Stock Exchange ) pursuant to the provisions of Divisions 7 and 8 Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO) or pursuant to the Model Code of Securities Transactions by Directors of Listed Companies contained in the Rules Governing the Listing of Securities on the Stock Exchanged (the Listing Rules ) or which were required to be entered in the registered required to be kept by the Company under section 352 of the SFO. (b) Substantial Shareholders interests in shares and underlying shares So far as is known to the directors of the Company, as at the Latest Practicable Date, the persons or companies (other than the directors or chief executive of the Company) who had interests or short positions in the shares or underlying shares of the Company which were required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register required to be kept by the Company under section 336 of the SFO were as follows: 6

9 APPENDIX GENERAL INFORMATION Long position in the ordinary shares of the Company Number of Percentage of Name of shareholder Capacity shares shareholding Ever Fortune Holdings Beneficial owner 530,530, % Group Limited (formerly known as Chinabond International Limited ) Wonderland Group Interest of a controlled 530,530, % (Hong Kong) corporation (Notes 1 and 5) Corporation Limited Jiangsu Jinhai Interest of a controlled 530,530, % Investment Company corporation (Notes 1 and 6) Limited Concord Group (B.V.I.) Interest of a controlled 550,530, % Limited corporation (Note 1) Legend (Group) Interest of a controlled 550,530, % Investment Limited corporation (Notes 1 and 2) China Wallink Holding Interest of a controlled 550,530, % Group Co., Ltd. corporation (Notes 1 and 2) Evertop Investment Interest of a controlled 550,530, % Holdings Limited corporation (Notes 1 and 3) Ji Da Wei Interest of a controlled 550,530, % corporation (Notes 1 and 3) China Huaxing (HK) Interest of a controlled 550,530, % International Company corporation (Notes 1 and 4) Limited China Huaxing Group Interest of a controlled 550,530, % Company corporation (Notes 1 and 4) Chen Xin Beneficial owner 430,000, % Chan Hung Shek Beneficial owner 334,000, % 7

10 APPENDIX GENERAL INFORMATION Notes: 1. Ever Fortune Holdings Group Limited ( Ever Fortune Holdings ) was a 40% owned subsidiary of Concord Group (B.V.I.) Limited in which Legend (Group) Investment Limited ( Legend ), Evertop Investment Holdings Limited ( Evertop ) and China Huaxing (HK) International Company Limited ( Huaxing (HK) ) hold as to 33%, 34% and 33% respectively. In addition, Concord Group also directly holds 20,000,000 shares in the Company. Accordingly, Legend, Evertop and Huaxing (HK) were deemed to be interested in 550,530,000 shares held by Ever Fortune Holdings under the SFO. Ever Fortune Holdings was a 60% owned subsidiary of Wonderland Group (Hong Kong) Corporation Limited in which Jiangsu Jinhai Investment Company Limited wholly owned it by 100%. Accordingly, Jiangsu Jinhai Investment Company Limited was deemed to be interested in 530,530,000 shares held by Ever Fortune Holdings under the SFO. 2. Legend was 99% owned by China Wallink Holding Group Co., Ltd. Accordingly, China Wallink Holding Group Co., Ltd. was deemed to be interested in 550,530,000 shares held by Ever Fortune Holdings under the SFO. 3. Evertop was beneficially wholly owned by Mr. Ji Da Wei. Accordingly, Mr. Ji Da Wei was deemed to be interested in 550,530,000 shares held by Ever Fortune Holdings under the SFO. 4. Huaxing (HK) was 98% owned by China Huaxing Group Company. Accordingly, China Huaxing Group Company was deemed to be interested in 550,530,000 shares held by Ever Fortune Holdings under the SFO. 5. Wonderland Group (Hong Kong) Corporation Limited was 100% owned by Jiangsu Jinhai Investment Company Limited. Accordingly, Wonderland Group (Hong Kong) Corporation Limited was deemed to be interested in 530,530,000 shares held by Ever Fortune Holdings under the SFO. 6. Jiangsu Jinhai Investment Company Limited owned 100% interest in Wonderland Group (Hong Kong) Corporation Limited. Accordingly, Jiangsu Jinhai Investment Company Limited was deemed to be interested in 530,530,000 shares held by Ever Fortune Holdings under the SFO. 3. DIRECTORS SERVICE CONTRACTS No director proposed for re-election at the forthcoming annual general meeting has a service contract with the Company or any of its subsidiaries not determinable by the employer within one year without payment of compensation, other than statutory compensation. 8

11 APPENDIX GENERAL INFORMATION 4. COMPETING INTERESTS As at the Latest Practicable Date, in so far as the Directors are aware, none of the Directors or their respective associates (as defined in the Listing Rules) had any interest in a business which competes or likely to compete with the business of the Group. 5. LITIGATION No member of the Group is engaged in any litigation or arbitration of material importance and the Directors are not aware of any litigation or claims of material importance pending or threatened by or against any member of the Group. 6. MISCELLANEOUS (a) (b) (c) (d) (e) (f) The registered office of the Company is at Canon s Court, 22 Victoria Street, Hamilton HM12, Bermuda. The Head office and principal place of business in Hong Kong of the Company is at Unit , 20th Floor, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong. The share registrar and transfer office of the Company in Hong Kong is located at Tricor Tengis Limited of 26/F., Tesbury Centre, 28 Queen s Road East, Hong Kong. The company secretary of the Company is Mr. Chui Chi Yun, Robert, who is a fellow member of the Association of Chartered Certified Accountants and fellow member of Hong Kong Institute of Certified Public Accountants. The qualified accountant of the Company is Mr. Fong Chi Wing, who is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. The English text of this circular shall prevail over the Chinese text. 9