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 appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
China Gogreen Assets Investment Limited(Incorporated in Bermuda with limited liability)
(Stock Code: 397) DISCLOSEABLE TRANSACTION: ACQUISITION OF THE COMPUTECH SALE BONDS DISCLOSEABLE TRANSACTION
After trading hours on 16 January 2013, the Company and the Vendors entered into the Agreement in relation to the sale and purchase of the Computech Sale Bonds for a consideration of HK$111,873,831.26. Subject to the fulfillment or waiver of the conditions precedent as detailed below, the consideration will be satisfied by the Company allotting and issuing, credited as fully paid, 841,156,626 Consideration Shares at an issue price of HK$0.133 per Consideration Share to the Vendors (or as they may direct). Such Consideration Shares are subject to a lock-up period of 12 months from the date of the Agreement.
As the applicable percentage ratios as defined under the Listing Rules in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
After trading hours on 16 January 2013, the Company and the Vendors entered into the Agreement in relation to the sale and purchase of the Computech Sale Bonds. Major terms of the Agreement are set out below.
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16 January 2013
Parties:
Purchaser: The Company
Vendors: The Vendors, being six individuals who currently are the beneficial owners of the Computech Sale Bonds
To the best of the Directors' knowledge, information and belief and after having made all reasonable enquiries, the Vendors are independent of the Company and its connected persons.
The Company has conditionally agreed to purchase, and the Vendors have conditionally agreed to sell, the Computech Sale Bonds.
Principal terms of the Computech Sale Bonds are summarised below:
(1) Principal amount
HK$50,000,000
(2) Interest
zero interest
(3) Maturity Date
Three years from the issue date of the Computech Sale Bonds. The Computech Sale Bonds were issued on 6 March 2012.
(4) Conversion period
The holders of Computech Sale Bonds will be able to convert the outstanding principal amount of the Computech Sale Bonds in whole or in part into Computech Conversion Shares at any time following the Conversion Date until a date falling seven days prior to (and excluding) the Maturity Date.
(5) Conversion price
The prevailing conversion price is HK$0.19 per Computech Conversion Share and such conversion price is subject to customary adjustments in certain events, including share consolidation, share subdivision, capitalization issues, capital distribution, rights issue and issues of other securities.
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(6) Computech Conversion Shares
Upon conversion in full of the conversion rights attaching to the Computech Sale Bonds at the prevailing conversion price of HK$0.19 per Computech Conversion Share, a total of
263,157,894 Computech Conversion Shares will fall to be allotted and issued by Computech.
As at 31 December 2012, Computech had 557,699,728 Computech Shares in issue. Assuming that there is no change in the share capital structure of Computech since 31 December 2012 up to the full conversion of the Computech Sale Bonds (other than as a result of such conversion), the Computech Conversion Shares to be issued to the Company upon full conversion of the Computech Sale Bonds represent: (i) approximately 47.19% of the existing issued share capital of Computech; and (ii) approximately 32.06% of the issued share capital of Computech as enlarged by the allotment and issue of the Computech Conversion Shares upon full conversion of the Computech Sale Bonds.
It is a term of the Computech Sale Bonds that the conversion rights attaching to the Computech Sale Bonds cannot be exercised (and accordingly Computech will not issue the Computech Conversion Shares) if and to the extent that the total number of the Computech Conversion Shares (together with other shares of Computech) with voting rights held by the holder of the Computech Sale Bonds in question and parties acting in concert with it (within the meaning of the Code on Takeovers and Mergers) immediately after the issue of the relevant Computech Conversion Shares would be more than 29.99% of the enlarged issued share capital of Computech.
(7) Transferability
The Computech Sale Bonds will be transferrable with the consent of Computech.
(8) Redemption and Repurchase
Computech may at any time and from time to time, by 10 Business Days prior written notice ("Redemption Notice") to a holder of the Computech Sale Bonds elect to redeem the whole or part (being an authorised denomination of being not less than HK$1,000,000) of the then outstanding principal amount of the Computech Sale Bonds (together with accrued and outstanding interest to the extent redemption is in full).
Computech may also repurchase the Computech Sale Bonds at prices to be agreed between
Computech and the holder of the Computech Sale Bonds.
The Consideration for the Computech Sale Bonds is HK$111,873,831.26, which shall be satisfied by the allotment and issue, credited as fully paid, of 841,156,626 Consideration Shares at an issue price of HK$0.133 per Consideration Share by the Company to the Vendors (or their respective nominee(s)) at Completion.
The face value of the Computech Sale Bonds is HK$50,000,000. Based on the prevailing conversion price of HK$0.19 per Computech Conversion Share, the number of the Computech
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Conversion Shares upon full conversion of the Computech Sale Bonds is 263,157,894. Based on the closing price of HK$0.405 per Computech Share on 16 January 2013, being the date of the Agreement, the value of the Computech Sale Bonds is HK$106,578,947.07. The Consideration of HK$111,873,831.26 represents a premium of 4.97% over such value of the Computech Sale Bonds.
The 841,156,626 Consideration Shares represent (i) approximately 13.33% of the existing issued share capital of the Company; and (ii) approximately 11.76% of the issued share capital of the Company as enlarged by allotment and the issue of the Consideration Shares.
The issue price of HK$0.133 per Consideration Share was arrived at by the Company and the Vendors after arm's length negotiation taking into account the closing price of the Shares prior to the signing of the Agreement. The issue price of the Consideration Shares also represents:
(i) a discount of approximately 17.39% to HK$0.161, being the closing price of the Shares on the date of the Agreement;
(ii) a discount of approximately 9.28% to the average closing price of HK$0.1466 per Share as quoted on the Stock Exchange for the last five trading days up to and including the date of the Agreement; and
(iii) a premium of approximately 15.35% over the average closing price of HK$0.1153 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including the date of the Agreement.
The Consideration Shares will be allotted and issued by the Company pursuant to the General Mandate which confers the Directors an authority to allot and issue up to 1,261,796,486 Shares. Up to the date of this announcement, the General Mandate has not been utilized. As such, no further Shareholders' approval is required for the allotment and issue of the Consideration Shares.
Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares. The Consideration Shares to be allotted and issued shall rank pari passu among themselves and with all Shares in issue on the date of Completion.
Taking into account the above factors and the benefits of the Acquisition as disclosed in the paragraph headed "Reasons for and benefits of the Acquisition" below, the Directors (including the independent non-executive Directors) consider that the terms of the Acquisition (including the basis of the Consideration) are fair and reasonable and the Acquisition is in the interests of the Company and the Shareholders as a whole.
Completion is conditional upon the following conditions precedent being fulfilled:
(1) all necessary consents and approvals in relation to the transactions contemplated under the Agreement having been obtained by the Company and such consents and approvals should be valid up to the date of Completion;
(2) the Stock Exchange having granted or having agreed to grant the approval for the listings of, and permission to deal, in the Consideration Shares;
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(3) the obtaining of an original certificate from Computech confirming (i) that as at the date of this Agreement, the aggregate principal amount of the Computech Sale Bonds is HK$50,000,000, none of the conversion rights attaching to the Computech Sale Bonds have been exercised and the prevailing conversion price per Computech Conversion Share is HK$0.19; (ii) it has given its consent for the transfer of the Computech Sale Bonds by the Vendors to the Company; and (iii) the approval for the listing of, and permission to deal in, the Computech Conversion Shares, granted by the Stock Exchange has not been revoked or modified and is still in full force;
(4) all warranties given by the Vendors remaining true and accurate in all respects and not misleading; and
(5) there being no breach of the terms and conditions of the Agreement by the Vendors before the date of Completion.
The Company may waive in writing all or any of the above conditions precedent (except (1) and (2)). If the above conditions have not been fulfilled or waived on or before the Long Stop Date, the Agreement shall be deemed to be terminated and neither party shall have any claims whatsoever against the other in connection therewith (save for any antecedent breach).
Subject to the satisfaction or wavier (as the case may be) of the conditions as set out in the paragraph headed "Conditions precedent" above, Completion will take place on the third business day after the last condition precedent has been fulfilled or waived (or such other date as the Vendors and the Company may agree in writing).
Lock-up undertakingPursuant to the Agreement, the Vendors have undertaken to the Company that save with the prior written approval of the Company, it will not, and will procure that none of their respective nominees or trustees holding on trust for him will, dispose of or agree to dispose of, or create any encumbrances or third party rights against any direct or indirect interest in the Consideration Shares within a period of 12 months from the date of the Agreement.
INFORMATION ON COMPUTECH GROUP
Computech Group is principally engaged in the provision of IT services including consultancy, technical support, systems integration, development and sales of hardware and software products and the money lending business in Hong Kong.
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Set out below is a summary of certain consolidated financial information of Computech Group for the two years ended 31 December 2011 and the nine months ended 30 September 2012 (as extracted from the annual reports, interim report and quarterly report of Computech):
(HK$'000) Approximately
For the year ended 31 December 2011(HK$'000) Approximately
For the year ended 31 December 2010(HK$'000) Approximately
(Unaudited) (Audited) (Audited)
Turnover 48,928 21,592 25,914
Gross Profit 4,822 4,198 3,422
Net loss before tax 14,050 26,097 14,349
Net loss after tax 14,050 26,097 14,353
As at 30 June 2012, the unaudited total asset value and net asset value of Computech Group are
HK$87,816,000 and HK$44,961,000 respectively.
For further information on Computech, please refer to the public information it has published on the GEM website at http://www.hkgem.com.
The Group is principally engaged in (i) solar energy business with a current focus on development, construction, operation and maintenance of power station projects; (ii) money lending business; and (iii) assets investment.
REASONS FOR AND BENEFITS OF THE ACQUISITION
Established its foothold in solar energy business since end of 2009, the Group has been committed to developing and focusing on green energy and related businesses. Apart from that, the Group has also developed its money lending business to enlarge its span of business activities.
The Directors (including the independent non-executive Directors) consider the Acquisition as a good opportunity for the Group to broaden its financial investment portfolio. As announced by the Company in its announcement dated 7 October 2012, following the disposal of the Company entire interests in China Gogreen Energy Investment Holdings Limited, the Group is currently principally engaged in solar energy business with a current focus on downstream power station projects and money lending business. With the investment in Computech which has a platform of money lending, it is expected that the Group can allocate more resources to focus on its downstream power station projects and further develop such business in light of the prevailing market conditions.
The Directors (including the independent non-executive Directors) are of the view that the terms of the Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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As the applicable percentage ratios as defined under the Listing Rules in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
DEFINITIONS
The following terms have the following meanings in this announcement unless the context otherwise requires:
"Acquisition" t h e acquisition of the Computech Sale Bonds by the
Company
"Agreement" the sale and purchase agreement dated 16 January 2013 and entered into between the Company and the Vendors in relation to the Acquisition
"associate" has the meaning ascribed to it in the Listing Rules
"Business Day(s)" a day (other than Saturday, Sunday and public holiday and any day on which a tropical cyclone warning No. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which the banks are open for business in Hong Kong
"Company" China Gogreen Assets Investment Limited, a company incorporated under the laws of Bermuda with l imited liability and the Shares of which are listed on the Main Board of the Stock Exchange
"Completion" completion of the Acquisition in accordance with the terms of the Agreement
"Computech" Computech Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the GEM of the Stock Exchange (stock code: 8081)
"Computech Conversion Share(s)" the Computech Share(s) to be allotted and issued upon exercise of the conversion rights attached to the Computech Sale Bonds
"Computech Group" Computech and its subsidiaries
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"Computech Sale Bonds" the 2015 due zero coupon convertible bonds issued by Computech on 6 March 2012 in the principal amount of HK$50,000,000 beneficially owned by the Vendors
"Computech Share(s)" share(s) of HK$0.10 each in the share capital of Computech
"connected person(s)" has the meaning ascribed to it in the Listing Rules
"Conversion Date" one year after the relevant date of issue
"Consideration" the consideration payable by the Company to the Vendors for the Acquisition
"Consideration Share(s)" the new Share(s) to be allotted and issued, credited as fully paid, by the Company to satisfy the Consideration
"Director(s)" director(s) of the Company
"General Mandate" the general mandate granted by the Shareholders to the Directors at the annual general meeting of the Company held on 4 June 2012 to authorize the Directors to allot, issue and deal with Shares representing 20% of the issued share capital of the Company as at date of passing the relevant resolution
"Group" the Company and its subsidiaries
"Hong Kong" t h e Hong Kong Special Administrative Region of the
People's Republic of China
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Long Stop Date" 31 March 2013 or such other date as the Company and the
Vendors may agree
"Maturity Date" three years from the issue date of the Computech Sale Bonds
"Share(s)" the ordinary share(s) of HK$0.02 each in the existing issued share capital of the Company
"Shareholder(s)" holder(s) of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
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"Vendor(s)" being Mr. Tam Siu Ki, Mr. Tam Siu Leung, Mr. Kwok Wing Man, William, Mr. Lo Hung, Mr. Chung Chi Chiu and Ms. Leung Ka Ki
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
By order of the Board
Executive Director
Hong Kong, 16 January 2013
As at the date of this announcement, the executive Directors are Mr. Bai Liang, Mr. Siu Kam Chau, Mr. Lawrence Tang and Mr. Peng Libin; and the independent non-executive Directors are Mr. Chan Chi Yuen, Mr. Chik Chi Man and Mr. Yu Chun Fai.
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