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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
China Gogreen Assets Investment Limited(Incorporated in Bermuda with limited liability)
(Stock Code: 397)
DISCLOSEABLE TRANSACTION: PROPOSED DISPOSAL OF PROPERTIES PROPOSED DISPOSAL OF PROPERTIESThe Board wishes to announce that on 31 January 2013, the Vendor and the Purchaser entered into the Provisional SPA in relation to the sale and purchase of the Properties at a consideration of HK$70,000,000. The Group intends to use the proceeds from the Disposal to finance future business development of the Group's main focused business, being the operation of the downstream solar power stations.
IMPLICATIONS UNDER THE LISTING RULES
The Disposal constitutes a discloseable transaction for the Company and is subject to notification and announcement requirements of Chapter 14 of the Listing Rules.
The Board wishes to announce that on 31 January 2013, the Vendor and the Purchaser entered into the Provisional SPA in relation to the sale and purchase of the Properties at a consideration of HK$70,000,000.
PROPOSED DISPOSAL OF PROPERTIES Major terms of the Disposal are set out below: Date of the Provisional SPA:
31 January 2013
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Vendor: Vanta (Hong Kong) Management Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company. The Vendor is a property investment holding company.
Purchaser: Fulland Limited ("Fulland"), a company incorporated in Hong Kong with limited liability.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the principal business of Fulland is general trading of holding and investments and each of the Purchaser and its ultimate beneficial owner(s) is an Independent Third Party.
Pursuant to the Provisional SPA, the Vendor agreed to dispose of, and the Purchaser agreed to acquire, the Properties with vacant possession. The Properties are for non-residential use and are to be sold to the Purchaser on an "as is" basis. A formal agreement for sale and purchase of the Properties ("Formal SPA") shall be signed on or before 28 February 2013.
For the two years ended 31 December 2012, the Group has leased out the Properties to an Independent Third Party and received rental income of HK$1,320,000 and HK$1,348,000 respectively for each of the two years ended 31 December 2012. The book value of the Properties as at 31 December 2011 was HK$41,000,000.
The consideration for the Disposal is HK$70,000,000 which shall be satisfied in cash by the
Purchaser in the following manner:
(i) HK$3,500,000 as initial deposit upon signing of the Provisional SPA, which amount has been paid by the Purchaser on 31 January 2013 by cheque;
(ii) HK$3,500,000 upon signing of the Formal SPA, which shall be signed on or before
28 February 2013;
(iii) HK$3,500,000 on or before 31 May 2013; and
(iv) the balance of HK$59,500,000 upon completion of the Disposal on or before 30 September
2013.
The consideration for the sale and purchase of the Properties was determined after arm's length negotiations between the Purchaser and the Vendor on normal commercial terms with reference to the market value of similar properties in similar locations. No formal valuation has been conducted in respect of the Properties at the time of entering into of the Provisional SPA.
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The Group will record a gain of approximately HK$29 million from the Disposal, being the difference between the gross proceeds of the Disposal and the book value of the Properties as at 31
December 2011.
The Group intends to use the proceeds from the Disposal to finance future business development of the Group's main focused business, being the operation of the downstream solar power stations.
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. The Directors (including the independent non-executive Directors) believe that the Provisional SPA was entered into in the ordinary course of business of the Group and on normal terms after arm's length negotiation between the parties and the terms thereof are fair and reasonable and in the interests of the Company and Shareholders as a whole.
The Board considers that the Disposal represents a good opportunity for the Group to realise its investment in the Properties taking into account, in particular, the expected gain to be recorded and the proceeds thereof can enhance the Group's cash position so as to enable the Group to re-allocate more financial resources on its solar energy business which is in line with its current business strategy.
The Disposal constitutes a discloseable transaction for the Company and is subject to notification and announcement requirements of Chapter 14 of the Listing Rules.
DEFINITIONS
Unless otherwise specified, the following terms hav e the following meanings in this announcement:
"Board" the board of Directors
"Company" China Gogreen Assets Investment Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Stock Exchange
"connected person(s)" has the meaning ascribed to it under the Listing Rules
"Director(s)" the director(s) of the Company
"Disposal" the proposed disposal of the Properties by the Vendor
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"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" t h e Hong Kong Special Administrative Region of the
People's Republic of China
"Independent Third Party(ies)" any person independent of the Company and its connected persons
"Listing Rules" Rules Governing the Listing of Securities on the Stock
Exchange
"Properties" Factory Unit 5, 10, 13, 14, 15 and 19 on 9/F, Vanta Industrial Centre, Nos. 21-33 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong
"Provisional SPA" the provisional agreement for sale and purchase entered into between the Purchaser and the Vendor dated 31 January
2013 in relation to the Disposal
"Purchaser" Fulland Limited, a company incorporated in Hong Kong with limited liability
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Vendor" Vanta (Hong Kong) Management Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company
By order of the Board
Executive Director
Hong Kong, 31 January 2013
As at the date of this announcement, the executive Directors are Mr. Bai Liang, Mr. Jiang You, 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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