ASIA ALLIED INFRASTRUCTURE HOLDINGS LIMITED 
By 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.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other securities of the Company.
CHUN WO DEVELOPMENT HOLDINGS LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 711) (Warrant Code: 1032) CONNECTED TRANSACTION SUBSCRIPTION FOR NEW SHARES THE SUBSCRIPTION AGREEMENT
On 12 January 2012 (after trading hours of the Stock
Exchange), the Subscriber and the Company entered into the
Subscription Agreement pursuant to which the Subscriber has
agreed to subscribe for and the Company has agreed to allot
and issue the Subscription Shares at the Subscription
Price.
The Subscription Price will be payable to the Company in
accordance with the terms and conditions of the Subscription
Agreement.
Completion will take place on the third Business Days after
the fulfillment of the conditions precedent of the
Subscription Agreement. Upon Completion, the Subscriber will
hold approximately 19.60% of the issued share capital of the
Company as enlarged by the Subscription Shares.
The aggregate gross proceeds of the Subscription will be
HK$25,000,000. The aggregate net proceeds of the
Subscription, after deduction of expenses, are estimated to
be approximately HK$24,800,000 and the Company intends to use
such amount as general working capital of the Company.
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As the Subscriber, being a substantial shareholder of the
Company, is interested in approximately 14.12% of the issued
share capital of the Company, the Subscriber is a connected
person of the Company. As the relevant percentage ratios of
the Subscription (other than the profits ratio), as defined
in Chapter 14A of the Listing Rules, are more than 5% and the
consideration is more than HK$10,000,000, the Subscription
constitutes a non-exempted connected transaction on the part
of the Company under the Listing Rules and is subject to the
reporting, announcement and Independent Shareholders'
approval requirements.
A circular containing, among other matters, further details
of the Subscription, the letter from the independent
financial adviser to the independent board committee of the
Company and the Independent Shareholders, the recommendation
of the independent board committee of the Company to the
Independent Shareholders and a notice of the SGM will be
despatched to the Shareholders on or before 7 February
2012.
(2) the Company.
The Subscriber, being a substantial shareholder of the
Company, is interested in approximately 14.12% of the issued
share capital of the Company and is a connected person of the
Company under the Listing Rules. The Subscriber is an
investment holding company.
Dr. Pang was previously the sole director and the sole
shareholder of the Subscriber and he passed away on 2 April
2010. As at the date of this announcement, the directors of
the Subscriber are Madam Li Wai Hang, Christina, Mr. Pang Yat
Ting, Dominic and Mr. Pang Yat Bond, Derrick, who are also
the executive Directors.
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Pursuant to the Subscription Agreement, the Subscriber has
agreed to subscribe for and the Company has agreed to allot
and issue the Subscription Shares.
The Subscription Shares represent (i) approximately 6.82% of
the existing issued share capital of the Company as at the
date of this announcement; and (ii) approximately 6.39% of
the issued share capital of the Company upon Completion as
enlarged by the allotment and issue of the Subscription
Shares.
The Subscription Shares are to be issued by the Company under
a specific mandate to be granted to the Directors at the SGM.
The Subscription Shares, when allotted and issued as fully
paid, will rank pari passu in all respects with all the
Shares then in issue.
An application will be made to the Listing Committee of the
Stock Exchange for the listing of, and permission to deal in
the Subscription Shares to be issued.
The aggregate gross proceeds of the Subsciption is
HK$25,000,000 and will be payable by the Subscriber by a
cheque drawn against a licensed bank in Hong Kong and made
payable to the Company on Completion or any other payment
arrangements as agreed by both parties.
Pursuant to the Subscription Agreement, there is no
restriction on the Company to issue further Shares after
completion of the Subscription nor any restriction on the
Subscriber to dispose of the Subscription Shares allotted and
issued to the Subscriber.
The Subscription Price was agreed after arm's length
negotiations between the Company and the Subscriber after
taking into account, among others, the prevailing market
price of the Shares, the financial performance of the Group
and the current market conditions.
The Subscription Price represents (i) a premium of
approximately 9.59% over the closing price of HK$0.365 per
Share as quoted on the Stock Exchange on 12 January
2012, being the date of the Subscription Agreement; and (ii)
a premium of approximately 9.89% over the average closing
prices of approximately HK$0.364 per Share as quoted on the
Stock Exchange for the last five trading days up to and
including 12 January 2012, being the date of the Subscription
Agreement.
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According to the bye-laws of the Company, a Director shall
not vote on any resolution of the Board in respect of any
contract or arrangement or any other proposal in which a
Director or any of his or her associate is materially
interested. The Directors (other than the Directors who are
interested in the Subscription and the independent
non-executive Directors who will express their opinion in a
separate letter to be included in the circular after taking
into account the advice from the independent financial
adviser) consider that the Subscription Price is fair and
reasonable and in the interests of the Company and the
Shareholders as a whole.
Completion is conditional upon:
(1) the passing of an ordinary resolution by the Independent
Shareholders at the SGM to be convened and held to approve
the Subscription Agreement and the transactions contemplated
thereunder, including but not limited to the issue of the
Subscription Shares;
(2) the Listing Committee of the Stock Exchange granting the
listing of and permission to deal in the Subscription Shares;
and
(3) all necessary consents and approvals required to be
obtained by the Subscriber in respect of the Subscription
Agreement and the transactions contemplated thereby,
including but not limited to the Subscription, having been
obtained.
If any of the above conditions has not been fulfilled by 30
March 2012 (or such other time and date as may be agreed by
the Company and the Subscriber), all rights, obligations and
liabilities of the parties to the Subscription Agreement
shall cease and determine and neither party shall have any
claim against the other, save for any antecedent breaches of
the terms of the Subscription Agreement.
Completion will take place on the third Business Days after
the fulfillment of the conditions precedent of the
Subscription Agreement. Upon Completion, the Subscriber will
hold approximately 19.60% of the issued share capital of the
Company as enlarged by the Subscription Shares.
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The shareholding structure of the Company as at the date of this announcement and the shareholding structure of the Company upon issue of the Subscription Shares are set out below:
Name of shareholder As at the date of this announcement Immediately after completion of the SubscriptionNumber of
Shares %
Number of
Shares %
Dr. Pang (deceased)
(Note 1)
348,194,590 38.00 348,194,590 35.58
GT Winners Limited
(Note 2)
129,348,294 14.12 191,848,294 19.60
Madam Li Wai Hang,
10,148,875 1.11 10,148,875 1.04
Christina (Note 3)
Public Shareholders 428,446,39746.77428,446,39743.78
Total 916,138,156 100.00 978,638,156 100.00
Notes:
1. Dr. Pang (deceased), the founder, ex-chairman and the controlling shareholder of the Company and the spouse of Madam Li Wai Hang, Christina, the executive Director, is deemed to have interest in the Shares held by Madam Li Wai Hang, Christina.
2. GT Winners Limited is wholly-owned by Dr. Pang (deceased) who is deemed to have interest in the Shares held by GT Winners Limited.
3. Madam Li Wai Hang, Christina, the executive Director and the spouse of Dr. Pang (deceased), is deemed to have interest in the Shares held by Dr. Pang (deceased).
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Company is an investment holding company. Its
subsidiaries are principally engaged in construction works,
property development, property investment, and security and
property management services.
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The Board considers that the Subscription will allow the
Company to raise additional fund at relatively low cost and
allow the Company to have additional fund for investment in
potential business opportunities in the future.
The Directors (other than the Directors who are interested in
the Subscription and the independent non-executive Directors
who will express their opinion in a separate letter to be
included in the circular after taking into account the advice
from the independent financial adviser) consider that the
terms of the Subscription are fair and reasonable and in the
interests of the Shareholders of the Company as a whole.
The aggregate gross proceeds of the Subscription will be HK$25,000,000. The aggregate net proceeds of the Subscription, after deduction of expenses, are estimated to be approximately HK$24,800,000, representing a net issue price of approximately HK$0.397 per Subscription Share. The Company intends to use such amount as general working capital of the Company.
FUND RAISING ACTIVITIES OF THE COMPANYThe Company does not have any fund raising exercises during the 12-month period prior to the date of this announcement.
GENERAL
As the Subscriber, being a substantial shareholder of the
Company, is interested in approximately 14.12% of the issued
share capital of the Company, the Subscriber is a connected
person of the Company. As the relevant percentage ratios of
the Subscription (other than the profits ratio), as defined
in Chapter 14A of the Listing Rules, are more than 5% and the
consideration is more than HK$10,000,000, the Subscription
constitutes a non-exempted connected transaction on the part
of the Company under the Listing Rules and is subject to the
reporting, announcement and Independent Shareholders'
approval requirements.
A SGM will be held to consider and, if thought fit, approve
the ordinary resolution in respect of the Subscription
Agreement and all transactions contemplated thereunder. A
circular containing, among other matters, further details of
the Subscription, the letter from the independent financial
adviser to the independent board committee of the Company and
the Independent Shareholders, the recommendation of the
independent board committee of the Company to the Independent
Shareholders and a notice of the SGM will be despatched to
the Shareholders on or before 7 February 2012.
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"associate(s)" has the same meaning as defined in the Listing
Rules
"Board" the board of Directors
"Business Day" a day (excluding Saturday, Sunday and public
holidays) on which licensed banks in Hong Kong are generally
open for business throughout their normal business hours
"Company" Chun Wo Development Holdings Limited, a company
incorporated in Bermuda with limited liability, the Shares of
which are listed on the main board of the Stock Exchange
"Completion" completion of the Subscription in accordance
with the terms and conditions of the Subscription
Agreement
"connected person(s)" has the meaning ascribed to it under
the Listing Rules
"Director(s)" director(s) of the Company
"Dr. Pang" Dr. Pang Kam Chun (deceased), the founder,
ex-chairman and the controlling shareholder of the
Company
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of
the
PRC
"Independent
Shareholders"
the Shareholders other than the Subscriber and its
associates
"Listing Rules" the Rules Governing the Listing of Securities
on the
Stock Exchange
"PRC" the People's Republic of China, which for the purpose
of this announcement, excluding Hong Kong, Macau Special
Administrative Region and Taiwan
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"SGM" a special general meeting of the Company to be convened
for the purpose of considering and, if thought fit, approving
the Subscription Agreement and the transactions contemplated
thereunder
"Share(s)" ordinary share(s) of HK$0.1 each in the share
capital of the Company
"Shareholder(s)" the holder(s) of Share(s)
"Subscriber" GT Winners Limited, a company incorporated in
the British Virgin Islands with limited liability and is
wholly-owned by Dr. Pang
"Subscription" the subscription of the Subscription Shares by
the Subscriber in accordance with the terms and conditions of
the Subscription Agreement
"Subscription
Agreement"
the conditional subscription agreement dated 12 January
2011 and entered into between the Subscriber and the
Company in relation to the Subscription
"Subscription Price" a price of HK$0.40 per Subscription
Share
"Subscription Shares" 62,500,000 new Shares in the share
capital of the
Company to be subscribed by the Subscriber
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
Hong Kong, 12 January 2012
By Order of the Board
Chairman
As at the date of this announcement, the executive directors of the Company are Mr. Pang Yat Ting, Dominic, Mr. Pang Yat Bond, Derrick, Mr. Kwok Yuk Chiu, Clement and Madam Li Wai Hang, Christina and the independent non-executive directors of the Company are Mr. Au Son Yiu, Mr. Chan Chiu Ying, Alec, Mr. Hui Chiu Chung, Stephen JP and Mr. Lee Shing See GBS, OBE, JP.
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| distribué par | Ce noodl a été diffusé par Chun Wo Development Holdings Ltd. et initialement mise en ligne sur le site http://www.chunwo.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-12 23:02:15 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
| Documents associés | |
| Connected Transaction – Subscription For New Shares |
