Good Resources 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. Good Resources Holdings Limited 天成國際集團控股有限公司 * (Incorporated in Bermuda with limited liability) (Stock Code: 109) DISCLOSEABLE TRANSACTION FORMATION OF JOINT VENTURE The Board is pleased to announce that, on 29 January 2016, the Company entered into the Metro Leader SHA with Prominent Wise, the Founders and Metro Leader, pursuant to which the Company agreed to invest no more than US$80,000,000 of capital in Metro Leader (inclusive of the initial capital contribution of the Company in the sum of US$5,000,000, within the first 6 months after the Metro Leader Completion and a subsequent capital contribution in the sum of US$5,000,000 within the next 6 months) subject to the achievement of certain key milestones specified in the Metro Leader SHA. Upon the Metro Leader Completion, Metro Leader will be held as to 77.78% by the Company and 22.22% by Prominent Wise. On 29 January 2016, the Company entered into the Prominent Wise SHA with the Founders, the Founder Holding Companies and Prominent Wise, pursuant to which Prominent Wise agreed to issue new Class B ordinary shares to the Company and the Founder Holding Companies at par value of US$ per Class B ordinary share. Upon the Prominent Wise Completion, one Class A ordinary share in Prominent Wise, being the entire Class A ordinary share and 50% of the Class B ordinary shares issued by Prominent Wise will be held by the Company; and, 23.75%, 12.5%, 8.75% and 5% of the Class B ordinary shares issued by Prominent Wise will be held by the Founder Holding Companies, namely, Grace Asia, Nature Dragon, Powerful Journey and Creation Trader, respectively. On 29 January 2016, Metro Leader entered into an employment agreement with each of the Founders, pursuant to which the Founders have agreed, among other things, that 1/36th of the total number of Class B ordinary shares issued to the Founder Holding Companies upon the Prominent Wise Completion will be vested on a monthly basis over the 35-month period following 1 January 2016, such that 100% of such Class B ordinary shares will be fully vested as of 1 December

2 IMPLICATIONS UNDER THE LISTING RULES As the relevant percentage ratios in respect of the capital commitment by the Company in Metro Leader exceed 5% but are less than 25%, the entering into of the Metro Leader SHA constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders approval requirement under Chapter 14 of the Listing Rules. As new Class B ordinary shares in Prominent Wise will be issued to the Founder Holding Companies pursuant to the Prominent Wise SHA, the issuance of new shares by Prominent Wise constitutes a deemed disposal of shares in Prominent Wise by the Company under Rule of the Listing Rules. However, as the relevant percentage ratios in respect of such deemed disposal are less than 5%, the entering into of the Prominent Wise SHA is exempt from the reporting, announcement and Shareholders approval requirement under Chapter 14 of the Listing Rules. The Board is pleased to announce that, on 29 January 2016, the Company entered into the Metro Leader SHA with Prominent Wise, the Founders and Metro Leader. The principal terms of the Metro Leader SHA are as follows: THE METRO LEADER SHA Date: 29 January 2016 Parties: (i) The Company (ii) Prominent Wise (iii) The Founders (iv) Metro Leader As at the date of the Metro Leader SHA, Metro Leader is a wholly-owned subsidiary of the Company. To the best of the Directors knowledge, information and belief and having made all reasonable enquiry, each of the Founders is a third party independent of the Company and its connected persons. 2

3 Shareholding structure and capital commitments Upon the Metro Leader Completion (i) the Company shall subscribe for 7,000,000 ordinary shares in Metro Leader to be allotted and issued as fully paid at an aggregate subscription price of US$5,000,000; and (ii) Prominent Wise shall subscribe for 2,000,000 ordinary shares in Metro Leader to be allotted and issued as fully paid at a par value of US$ per ordinary share. Accordingly, upon the Metro Leader Completion, Metro Leader will be held as to 77.78% by the Company and 22.22% by Prominent Wise and Metro Leader will become a non-wholly owned subsidiary of the Company. Further, 1,000,000 ordinary shares in Metro Leader shall be reserved by Metro Leader for the purpose of issuance pursuant to any employee incentive plan to be approved by the board of directors of Metro Leader. It is expected that Metro Leader Completion shall take place in the first quarter of The Company and Prominent Wise agreed that the shareholding percentage of Prominent Wise in Metro Leader shall at all times, other than in the event of a share offering by Metro Leader conducted in connection with a listing of all of part of its share capital on an internationally recognised stock exchange, be no less than 20% unless otherwise agreed by Prominent Wise. Under the Metro Leader SHA, the Company has agreed to invest no more than US$80,000,000 of capital in Metro Leader (inclusive of the initial capital contribution of the Company in the sum of US$5,000,000, within the first 6 months after the Metro Leader Completion and a subsequent capital contribution in the sum of US$5,000,000 within the next 6 months) subject to the achievement of certain key milestones specified in the Metro Leader SHA, which will be funded by internal resources of the Company. The Company also plans to dispose up to 25% of its interest in Metro Leader to investors for a valuation of no less than US$50 million within 6 months of Metro Leader Completion. The implementation of the disposal is subject to the Company identifying suitable investors and negotiation of the relevant terms, as well as the Company s compliance with the requirements of the Listing Rules. The amount of the total capital commitments in Metro Leader was determined between the Company and the Founders on an arm s length basis with reference to the capital requirement of Metro Leader and its working capital needs. Transfer restriction The Company has a right of first refusal in the event of a proposed transfer of shares in Metro Leader by Prominent Wise. In addition, so long as the Company remains as a shareholder holding more than 51% of the shares in Metro Leader (on a fully-diluted basis from time to time), the Company will have drag along rights in respect of the shares in Metro Leader held by the other shareholders subject to (i) the approval of the board of directors of Metro Leader; and (ii) the approval of Prominent Wise by a shareholders resolution of Prominent Rise approved by the Founders holding a majority of the ordinary shares of Prominent Rise. 3

4 Information on Metro Leader Metro Leader is a company incorporated on 18 September 2015 in the Cayman Islands with limited liability and a wholly-owned subsidiary of the Company as at the date of the Metro Leader SHA. Metro Leader has not commenced business as at the date of the Metro Leader SHA. The board of directors of Metro Leader will consist of up to five directors, of which the Company will be entitled to appoint three directors and Prominent Wise will be entitled to appoint two directors for so long as Prominent Wise holds any share in Metro Leader. The initial directors appointed by Prominent Wise are Mr. De Backer and Mr. Lachowski. Sonny Wu and Mr. De Backer have been appointed as the Co-Chairmen of the board of directors of Metro Leader pursuant to the director resolution dated 30 January Given the extensive experience in senior managerial positions in the banking industry and unique expertise possessed by them, the Company agreed that Mr. De Backer and Mr. Lachowski may only be removed from office with their respective prior written consents. The Board also announces that, on 29 January 2016, the Company entered into the Prominent Wise SHA with The Founders Holding Companies, the Founders and Prominent Wise. The principal terms of the Prominent Wise SHA are as follows: THE PROMINENT WISE SHA Date: 29 January 2016 Parties: (i) The Company (ii) The Founder Holding Companies (iii) The Founders (iv) Prominent Wise As at the date of the Prominent Wise SHA, Prominent Wise is a wholly-owned subsidiary of the Company. To the best of the Directors knowledge, information and belief and having made all reasonable enquiry, each of the Founders and the Founder Holding Companies is a third party independent of the Company and its connected persons. 4

5 Shareholding structure Pursuant to the Prominent Wise SHA, Prominent Wise agreed to issue new Class B ordinary shares to the Company and the Founder Holding Companies at par value of US$ per Class B ordinary share. Upon the Prominent Wise Completion, one Class A ordinary share in Prominent Wise, being the entire Class A ordinary share and 50% of the Class B ordinary shares issued by Prominent Wise will be held by the Company; and, 23.75%, 12.5%, 8.75% and 5% of the Class B ordinary shares issued by Prominent Wise will be held by the Founder Holding Companies, namely, Grace Asia, Nature Dragon, Powerful Journey and Creation Trader, respectively. It is expected that Prominent Wise Completion will take place in January The Company plans to transfer the entire Class B ordinary shares held by it to a professional trustee as determined by the Company at par value of US$ per Class B ordinary share for the purpose of holding such shares on trust for transfer to other founders or employees of or individuals who make significant contributions to Metro Leader, subject to the compliance by the Company with the requirements of the Listing Rules. Each of the Class A ordinary shares and Class B ordinary shares in Prominent Wise confers on the holder (i) the right to one vote at a meeting of the members or on any resolution of members of Prominent Wise, (ii) the right to an equal share in any distributions paid by Prominent Wise and (iii) the right to an equal share in the distributions of the surplus assets of Prominent Wise on a winding up; provided that for so long as the Company holds any Class A ordinary shares in Prominent Wise, the Company shall be entitled to appoint and remove two directors of Prominent Wise; and the Founders or their respective Founder Holding Companies, whichever are the shareholders of Prominent Wise, holding at least 55% of the issued and outstanding Class B ordinary shares shall collectively be entitled to appoint and remove two directors of Prominent Wise. The Company and the Founder Holding Companies agreed that the shareholding percentage of each Founder Holding Companies in the Class B shares in Prominent Wise shall at all times be maintained at the same percentage as at the date of the Prominent Wise SHA. Transfer restriction The Company has a right of first refusal in the event of a proposed transfer of shares in Prominent Wise by the Founder Holding Companies and a proposed transfer of shares in the Founder Holding Companies held by the Founders. Information on Prominent Wise Prominent Wise is a company incorporated on 8 October 2015 in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company as at the date of the Prominent Wise SHA. Prominent Wise is formed for the purpose of holding investment in Metro Leader and has not commenced business as at the date of the Prominent Wise SHA. 5

6 The board of directors of Prominent Wise will initially consist of four directors. The initial directors appointed by the Company are Mr. Sonny Wu and Mr. Liu Hai, both being Directors, and the initial directors appointed by the Founders are Mr. De Backer and Mr. Lachowski. REASONS FOR AND BENEFITS OF THE METRO LEADER SHA AND THE PROMINENT WISE SHA Metro Leader is formed to provide disruptive banking and financial services throughout Europe and other parts of the world. It provides a unique and best-in-class technology platform, not before utilized across certain geographies, together with top security and privacy guarantees and a user-friendly interface. Metro Leader s business will leverage a low-cost structure while providing superior products and services to a large client base, rivaling the high cost and low service model of current global financial institutions. The Board of Directors expects that Metro Leader s business will grow in a steady and prudent manner and the Company shall benefit from achieving first-mover advantage. As of the date of this Announcement, Metro Leader has commenced the preparation works for applying for necessary licenses so that it can operate on a global scale. On 29 January 2016, Metro Leader entered into an employment agreement with each of the Founders, pursuant to which the Founders have agreed, among other things, that 1/36th of the total number of Class B ordinary shares issued to the Founder Holding Companies upon the Prominent Wise Completion will be vested on a monthly basis over the 35-month period following 1 January 2016, such that 100% of such Class B ordinary shares will be fully vested as of 1 December The Founders are individuals who have been working in well-known financial institutions featuring disruptive finance models. Their key responsibilities to Metro Leader in 2016 and 2017 shall include, without limitation, (i) formulating and implementing market entry strategy and client acquisition model; (ii) applying for and acquiring all necessary licenses from regulatory authorities; (iii) building up partnerships with monoliners for key products that have been completed; and (iv) ensuring that key operational staff are in place to commence operation. The Board of the Directors is of the view that the Founders possess valuable management, marketing and operational expertise for the establishment and operation of a successful and disruptive business model. The issuing of shares of as part of remuneration package of the Founders which is subject to a 35-month vesting schedule is necessary to persuade the Founders to join Metro Leader and is expected to encourage the Founders to continue to contribute into the future development of Metro Leader. It is also consistent with the typical remuneration package of executives of similar start-up companies. 6

7 The Directors (including the independent non-executive Directors) are of the view that the terms of each of Metro Leader SHA and the Prominent Wise SHA are fair and reasonable and in the interests of the shareholders of the Company as a whole. INFORMATION ON THE PARTIES The Company The Company is incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange. The principal business of the Group is investment holding, and is engaged in the provision of investment and financial services through its subsidiaries, as well as distribution and trading business. Grace Asia Grace Asia is a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. De Backer. The principal business of Grace Asia is to hold investment in Metro Leader. Nature Dragon Nature Dragon is a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Lachowski. The principal business of Nature Dragon is to hold investment in Metro Leader. Powerful Journey Powerful Journey is a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Facq. The principal business of Powerful Journey is to hold investment in Metro Leader. Creation Trader Creation Trader is a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Gawron. The principal business of Creation Trader is to hold investment in Metro Leader. 7

8 Mr. De Backer Mr. De Backer is a serial developer and seasoned professional in retail banking. He was the founder of the Bain Brussels office and the leader developing Bain Financial Services Practice in Europe. He was until very recently the vice-president at Bain & Co in Dubai and its global head of financial services practice. Prior to joining Bain, Mr. De Backer was the CEO of ADB, an electronic company being part of the Siemens Group. Mr. De Backer is the author of two books in digital finance, namely Reinvent Retail Banking and Maximum Leadership. Mr. Lachowski Mr. Lachowskiis a professional with extensive experience in senior managerial positions in the banking industry and a recognised entrepreneur in digital finance. Mr. Lachowskiserved as a CEO, chairman of the board of directors and member of management board in several banks in Poland and abroad over the last 25 years. Mr. Lachowskiled several start-up bank projects in Poland, Czech Republic and Slovakia resulting in the creation of brands such as mbank, MultiBank and Bank Smart. Mr. Lachowskiwas the founder of mbank, the first online-only bank in Europe introducing a low-cost finance business model. Mr. Facq Mr. Facqis a recognised developer in digital finance and the founder of the Bain Warsaw office. He was until very recently the vice president at Bain & Co in Poland and its regional head of financial services practice for Central and Eastern Europe, where he helped digital banks service positioning and launch including mbank and Bank Smart. Mr. Gawron Mr. Gawronis a seasoned information technology professional and banking manager with 20 years of experience in launching and managing digital banks from mbank to Bank Smart. Mr. Gawron has been in charge of mbank retail IT, where he launched online fund supermarket and online broker. IMPLICATIONS UNDER THE LISTING RULES As the relevant percentage ratios in respect of the capital commitment by the Company in Metro Leader exceed 5% but are less than 25%, the entering into of the Metro Leader SHA constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders approval requirement under Chapter 14 of the Listing Rules. 8

9 As new Class B ordinary shares in Prominent Wise will be issued to the Founder Holding Companies pursuant to the Prominent Wise SHA, the issuance of new shares by Prominent Wise constitutes a deemed disposal of shares in Prominent Wise by the Company under Rule of the Listing Rules. However, as the relevant percentage ratios in respect of such deemed disposal are less than 5%, the entering into of the Prominent Wise SHA is exempt from the reporting, announcement and Shareholders approval requirement under Chapter 14 of the Listing Rules. DEFINITIONS Board Company Creation Trader Directors the board of Directors Good Resources Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange Creation Trader Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Gawron the directors of the Company Founder Holding Companies Grace Asia, Nature Dragon, Powerful Journey and Creation Trader Founders Grace Asia Group Hong Kong Listing Rules Metro Leader Mr. De Backer, Mr. Lachowski, Mr. Facq and Mr. Gawron Grace Asia International Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. De Backer the Company and its subsidiaries Hong Kong Special Administrative Region of the People s Republic of China Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Metro Leader Limited, a company incorporated in the Cayman Islands with limited liability and a whollyowned subsidiary of the Company as at the date of this announcement 9

10 Metro Leader Completion the completion of the subscription for 7,000,000 ordinary shares by the Company and the subscription of 2,000,000 ordinary shares by Prominent Wise Metro Leader SHA the shareholders agreement dated 29 January 2016 between the Company, Prominent Wise, the Founders and Metro Leader in relation to Metro Leader Mr. De Backer Mr. Facq Mr. Gawron Mr. Lachowski Nature Dragon percentage ratio(s) Powerful Journey PRC Prominent Wise Prominent Wise Completion Mr. Philippe De Backer Mr. Bertrand Facq Mr. Piotr Gawron Mr. Slawomir Lachowski Nature Dragon Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Lachowski percentage share(s) as set out in Rule of the Listing Rules to be applied for determining the classification of a transaction Powerful Journey Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Facq the People s Republic of China Prominent Wise Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company as at the date of this announcement the completion of (i) the subscription of the entire Class A ordinary shares and 50% Class B ordinary shares of Prominent Wise by the Company, (ii) the subscription of the other 50% Class B ordinary shares by the Founder Holding Companies Prominent Wise SHA the shareholders agreement dated 29 January 2016 between the Company, the Founders, the Founder Holding Companies and Prominent Wise in relation to Prominent Wise 10

11 Share(s) Stock Exchange ordinary share(s) of HK$0.10 each in the share capital of the Company The Stock Exchange of Hong Kong Limited % per cent By Order of the Board Good Resources Holdings Limited Sonny Wu Chairman Hong Kong, 31 January 2016 As at the date of this notice, (i) the executive directors of the Company are Mr. Sonny Wu and Mr. Lu Sheng; (ii) the non-executive directors of the Company are Mr. Liu Hai, Mr. Chen Chuanjin, Mr. Ng Leung Ho and Mr. Lo Wan Sing, Vincent; and (iii) the independent non-executive directors of the Company are Mr. Ford Fraker, Mr. Chau On Ta Yuen, Mr. Francisco Sánchez and Ms. Kwan Shan. * for identification purposes only 11