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.
The Board of the Company announces that on 18 January 2013, Konchoy Limited, a wholly-owned subsidiary of the Company, entered into a Provisional Sale and Purchase Agreement (the "Provisional Agreement") with Superlane Development Limited ("the Purchaser"), an independent third party, in relation to the disposal of the property located at 4/F., No. 238 Electric Road, North Point, Hong Kong (the "Property") at selling price of HK$14,750,000 (the "Disposal"). The Selling Price was determined after arm's length negotiation and was based on normal commercial terms.
The Disposal constitutes a Discloseable Transaction for the Company under
Chapter 14 of the Listing Rules.
The Board of the Company announces that on 18 January 2013, Konchoy Limited, a wholly-owned subsidiary of the Company, entered into the Provisional Agreement with the Purchaser, independent third party, in relation to the disposal of the Property at selling price of HK$14,750,000. The Selling Price was determined after arm's length negotiation and was based on normal commercial terms.
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The Provisional Agreement
Date : 18 January 2013
Purchaser: Superlane Development Limited. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner are Independent Third Parties not connected with the Company and its connected persons (as defined in the Listing Rules). Its principal business activity is property investment.
Seller: Konchoy Limited, a wholly-owned subsidiary of the Company. Property: 4/F., No. 238 Electric Road, North Point, Hong Kong, with gross
floor area of approximately 521 square feet.
Sale and purchase: The Provisional Agreement is a binding contract. Upon completion, the Property will be sold with existing tenancy.
Consideration: HK$14,750,000.
The Selling Price was determined after arm's length negotiation between the Vendor and the Purchaser, an independent third party.
Terms of Payment: (a) an initial deposit of HK$500,000 was paid by the Purchaser to the Vendor upon signing of the Provisional Agreement;
(b) a further deposit of HK$975,000 will be paid by the Purchaser to the Vendor upon signing of the Formal Agreement on or before 24 January 2013; and
(c) HK$13,275,000 being the balance of the Selling Price will be paid by the Purchaser to the Vendor's solicitor on or before completion of the Disposal.
Completion date: on or before 28 March 2013.
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Information of the Property
The Property comprises one residential unit on the fourth floor of a 5-storey tenement building. The subject building was completed in 1955. The Property was purchased in July 1994 at a cost of approximately HK$2,534,635. The gross floor area of the Property is approximately 521 square feet. Currently, the Property is tenanted for a monthly rental of HK$5,700 (inclusive of government rent and rates) commencing from 16 July 2011 and expiring on 15 July 2013. Rental income and net profits (excluding valuation gain) attributable to the Property for the years ended
31 March 2012 and 2011 were as follows:
For the year ended 31 March | 2012 HK$ | 2011 HK$ | |
Rental income | 48,542 | - - | |
Net profits (excluding valuation gain) - before taxation | 34,800 | - - | |
- after taxation | 33,690 | 764 | |
Financial Effect on the Disposal/Use of Proceeds |
The net book value of the Property as of 30 September 2012 and 31 March 2012, which were revalued by the independent valuer, were HK$2,350,000 and HK$2,000,000 respectively and classified as "Investment Properties". The expected gain before and after taxation from the Disposal is approximately HK$12,572,500 and HK$12,562,000 which will be recorded in the accounting year ending 31 March 2013. The expected gain on disposal is calculated by deducting the carrying amount as of 31
March 2012 and other incidental cost regarding the Disposal. The net proceeds of approximately HK$14,572,500 will be retained as the Company's working capital.
The Board believes that the disposal of the Property is in the best interest to the Group. The Disposal would allow the Group to redeploy its resources to other investment opportunities that will offer a better and more attractive return. The Board (including the independent non-executive directors) believes that the terms of the Disposal are on normal commercial terms and are fair and reasonable and in the interest of the Company and its shareholders as a whole.
General
The principal activities of the Group are property and share investments, property development and securities dealing.
The Disposal constitutes a Discloseable Transaction for the Company under Chapter
14 of the Listing Rules.
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DEFINITIONS
In this announcement, the following expressions have the following meanings, unless the context otherwise requires:
"Board" the board of Directors
"Consideration" the selling price of HK$14,750,000 for the Property
"Company" Winfair Investment Co. Ltd, a company incorporated in Hong Kong with limited liability whose shares are listed on the main board of the Stock Exchange
"Director(s)" the director(s) of the Company
"Disposal" the disposal of the Property under the Provisional Agreement
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Independent Third
Party/Parties"
independent third party who is not a connected person (as defined in the Listing Rules) of the Company and is independent of and not connected with the Company and its connected person (as defined in the Listing Rules)
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Property" 4/F., No. 238 Electric Road, North Point, Hong Kong
"Purchaser" Superlane Development Limited, an independent third party and not a connected person (as defined in the Listing Rules) of the Company and is independent of and not connected with the Company and its connected person (as defined in the Listing Rules)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Provisional
Agreement"
The Provisional Sale and Purchase Agreement dated 18
January 2013 entered into between the Vendor and the
Purchaser in relation to the sale of the Property
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"Vendor" Konchoy Limited, a wholly-owned subsidiary of the
Company
By order of the Board
Chairman
Hong Kong, 18 January 2013
As at the date of this announcement, the executive directors are Mr. Ng See Wah, Mr. Ng Tai Wai and Mr. Ng Tai Yin Victor; the non-executive directors are Mr. So Kwok Leung and Mr. So Kwok Wai Benjamin; the independent non-executive directors are Dr. Loke Yu alias Dr. Loke Hoi Lam, Mr. Ng Chi Yeung, Simon and Ms. Chan Suit Fei, Esther; and Ms. Ng Kwok Fun is alternate director to Mr. Ng See Wah.
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