China Gogreen Assets Investment Limited : VOLUNTARY ANNOUNCEMENT DISPOSAL OF A WHOLLY-OWNED SUBSIDIARY
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.
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The Board considers that the Disposal represents a good opportunity for the Group to realise its investment in the Target (and effectively, the Property) and strengthen the cash position of the Group.
The Disposal does not constitute a notifiable transaction of the Company for the purpose of
Chapter 14 of the Listing Rules.
"Property" the property located at Shops Nos. 12A, 12B and 12C, Ground Floor, Hip Wo House (Ground Floor of Nos. 167A,
167B, and 167C Hip Wo Street), Kowloon, Hong Kong
"Purchaser" Absolutely Talent Technology Limited, a compan y incorporated in BVI with limited liability and a wholly-owned subsidiary of Computech Holdings Limited (stock code: 8081), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Grow th Enterprise Market of the Stock Exchange
"SP Agreement" the sale and purchase agreement dated 22 March 2013 entered into between the Vendor and the Purchaser in relation to the Disposal
"Sale Shares" t w o issued shares of US$1.00 each in the Ta r get, representing the entire issued share capital of the Target
"Shareholder(s)" shareholder(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Target" Funa Assets Limited, a company incorporated in BVI with limited liability and a wholly-owned subsidiary of the Vendor
"Vendor" Plenty Cash Investment Limited, a company incorporated in BVI with limited liability and a wholly-owned subsidiary of the Company and the sole owner of the Target
"HKquot; Hong Kong dollar(s), the lawful currency of Hong Kong
"%" per cent.
On behalf of the BoardChina Gogreen Assets Investment Limited (to be renamed as Jun Yang Solar Power Investments Limited) Bai Liang
Chairman
22 March 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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China Gogreen Assets Investment Limited
(to be renamed as Jun Yang Solar Power Investments Limited) (Incorporated in Bermuda with limited liability) (Stock Code: 397)
(to be renamed as Jun Yang Solar Power Investments Limited) (Incorporated in Bermuda with limited liability) (Stock Code: 397)
VOLUNTARY ANNOUNCEMENT DISPOSAL OF A WHOLLY-OWNED SUBSIDIARY
This is a voluntary announcement made by the Company.
The Board wishes to announce that after trading hours on 22 March 2013, the Vendor, a wholly-owned subsidiary of the Company, entered into the SP Agreement with the Purchaser pursuant to which the Vendor has agreed to sell, and the Purchaser has agreed to acquire, the Sale Shares at a total consideration of HK$40 million. The principal asset of the Target is the Property, which is currently leased to an Independent Third Party. Completion of the SP Agreement is unconditional and will take place on 27 March 2013 (or such later date as the Vendor and the Purchaser may agree in writing).
The Group intends to use the proceeds from the Disposal for treasury management of the Group including money lending business and/or investment in listed and unlisted securities.
This is a voluntary announcement made by the Company.
This is a voluntary announcement made by the Company.
The Board wishes to announce that after trading hours on 22 March 2013, the Vendor, a wholly-owned subsidiary of the Company, entered into the SP Agreement with the Purchaser pursuant to which the Vendor has agreed to sell, and the Purchaser has agreed to acquire, the Sale Shares at a total consideration of HK$40 million. The principal asset of the Target is the Property, which is currently leased to an Independent Third Party. Completion of the SP Agreement is unconditional and will take place on 27 March 2013 (or such later date as the Vendor and the Purchaser may agree in writing).
The Group intends to use the proceeds from the Disposal for treasury management of the Group including money lending business and/or investment in listed and unlisted securities.
This is a voluntary announcement made by the Company.
THE SP AGREEMENT
The Board wishes to announce that the Vendor, a wholly-owned subsidiary of the Company, entered into the SP Agreement with the Purchaser in relation to the Disposal after trading hours on
22 March 2013. Major terms of the SP Agreement are set out below. Date: 22 March 2013
Parties: (i) the Vendor, a wholly-owned subsidiary of the Company (as the vendor); and
(ii) the Purchaser, an Independent Third Party (as the purchaser).
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The Board wishes to announce that the Vendor, a wholly-owned subsidiary of the Company, entered into the SP Agreement with the Purchaser in relation to the Disposal after trading hours on
22 March 2013. Major terms of the SP Agreement are set out below. Date: 22 March 2013
Parties: (i) the Vendor, a wholly-owned subsidiary of the Company (as the vendor); and
(ii) the Purchaser, an Independent Third Party (as the purchaser).
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Subject matter of the SP Agreement:
Pursuant to the SP Agreement, the Vendor has agreed to sell and the Purchaser has agreed to acquire the Sale Shares, representing the entire issued share capital of the Target. The principal asset of the Target is the Property, which is currently leased to an Independent Third Party at a monthly rental (exclusive of rates and management fees and all other outgoings and expenses, but inclusive of government rent) of HK$93,000.
The Property, which is owned by the Target, is currently subject to a mortgage to secure banking facilities granted in favour of the Company. As at the date of the SP Agreement, such banking facilities have not been utilised and the Vendor has undertaken to the Purchaser that such banking facilities shall remain unutilised until the release of the mortgage. The Vendor has undertaken in the SP Agreement that such mortgage will be released within three months of the Completion Date.Consideration
The Consideration payable by the Purchaser for the Disposal is HK$40 million which shall be settled by the Purchaser in cash on the Completion Date.
The Consideration was determined after arm's length negotiations between the Vendor and the Purchaser on normal commercial terms with reference to the market value of properties of similar size and location. No formal valuation has been conducted in respect of the Property at the time of entering into the SP Agreement.Completion and use of proceeds
Completion of the SP Agreement is unconditional and will take place on 27 March 2013 (or such later date as the Vendor and the Purchaser may agree in writing).
It is expected that the Group will record a book gain of approximately HK$1 million as a result of the Disposal which represents the difference between the Consideration (after the estimated expenses to be incurred for the Disposal) and the net asset value of the Target as at 28 February
2013. The actual gain or loss in connection with the Disposal will be assessed after Completion and is subject to audit. Immediately after Completion, the Target will cease to be a subsidiary of the Company.
The Group intends to use the proceeds from the Disposal for treasury management of the Group including money lending business and/or investment in listed and unlisted securities.
Pursuant to the SP Agreement, the Vendor has agreed to sell and the Purchaser has agreed to acquire the Sale Shares, representing the entire issued share capital of the Target. The principal asset of the Target is the Property, which is currently leased to an Independent Third Party at a monthly rental (exclusive of rates and management fees and all other outgoings and expenses, but inclusive of government rent) of HK$93,000.
The Property, which is owned by the Target, is currently subject to a mortgage to secure banking facilities granted in favour of the Company. As at the date of the SP Agreement, such banking facilities have not been utilised and the Vendor has undertaken to the Purchaser that such banking facilities shall remain unutilised until the release of the mortgage. The Vendor has undertaken in the SP Agreement that such mortgage will be released within three months of the Completion Date.Consideration
The Consideration payable by the Purchaser for the Disposal is HK$40 million which shall be settled by the Purchaser in cash on the Completion Date.
The Consideration was determined after arm's length negotiations between the Vendor and the Purchaser on normal commercial terms with reference to the market value of properties of similar size and location. No formal valuation has been conducted in respect of the Property at the time of entering into the SP Agreement.Completion and use of proceeds
Completion of the SP Agreement is unconditional and will take place on 27 March 2013 (or such later date as the Vendor and the Purchaser may agree in writing).
It is expected that the Group will record a book gain of approximately HK$1 million as a result of the Disposal which represents the difference between the Consideration (after the estimated expenses to be incurred for the Disposal) and the net asset value of the Target as at 28 February
2013. The actual gain or loss in connection with the Disposal will be assessed after Completion and is subject to audit. Immediately after Completion, the Target will cease to be a subsidiary of the Company.
The Group intends to use the proceeds from the Disposal for treasury management of the Group including money lending business and/or investment in listed and unlisted securities.
REASONS FOR AND BENEFITS OF THE DISPOSAL
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) consider that the SP Agreement was entered into the ordinary course of business of the Group and on normal commercial 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 the Shareholders as a whole.
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) consider that the SP Agreement was entered into the ordinary course of business of the Group and on normal commercial 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 the Shareholders as a whole.
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The Board considers that the Disposal represents a good opportunity for the Group to realise its investment in the Target (and effectively, the Property) and strengthen the cash position of the Group.
The Disposal does not constitute a notifiable transaction of the Company for the purpose of
Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
"Board" the board of Directors
"BVI" the British Virgin Islands
"Company" China Gogreen Assets Investment Limited (to be renamed as Jun Yang Solar Power Investments Limited), a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange
"Completion" completion of the Disposal
"Completion Date" 27 March 2013 (or such later date as the Vendor and the Purchaser may agree in writing), being the date on which Completion is to take place
"Consideration" the total consideration of HK$40 million payable by the
Purchaser to the Vendor for the Disposal
"Director(s)" the director(s) of the Company
"Disposal" t h e disposal of the Sale Shares by the Vendor to the
Purchaser pursuant to the terms of the SP Agreement
"Hong Kong" t h e Hong Kong Special Administrative Region of the
People's Republic of China
"Independent Third Party" a third party independent of the Company and connected persons of the Company
"Listing Rules" Rules Governing the Listing of Securities on the Stock
Exchange
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
"Board" the board of Directors
"BVI" the British Virgin Islands
"Company" China Gogreen Assets Investment Limited (to be renamed as Jun Yang Solar Power Investments Limited), a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange
"Completion" completion of the Disposal
"Completion Date" 27 March 2013 (or such later date as the Vendor and the Purchaser may agree in writing), being the date on which Completion is to take place
"Consideration" the total consideration of HK$40 million payable by the
Purchaser to the Vendor for the Disposal
"Director(s)" the director(s) of the Company
"Disposal" t h e disposal of the Sale Shares by the Vendor to the
Purchaser pursuant to the terms of the SP Agreement
"Hong Kong" t h e Hong Kong Special Administrative Region of the
People's Republic of China
"Independent Third Party" a third party independent of the Company and connected persons of the Company
"Listing Rules" Rules Governing the Listing of Securities on the Stock
Exchange
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"Property" the property located at Shops Nos. 12A, 12B and 12C, Ground Floor, Hip Wo House (Ground Floor of Nos. 167A,
167B, and 167C Hip Wo Street), Kowloon, Hong Kong
"Purchaser" Absolutely Talent Technology Limited, a compan y incorporated in BVI with limited liability and a wholly-owned subsidiary of Computech Holdings Limited (stock code: 8081), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Grow th Enterprise Market of the Stock Exchange
"SP Agreement" the sale and purchase agreement dated 22 March 2013 entered into between the Vendor and the Purchaser in relation to the Disposal
"Sale Shares" t w o issued shares of US$1.00 each in the Ta r get, representing the entire issued share capital of the Target
"Shareholder(s)" shareholder(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Target" Funa Assets Limited, a company incorporated in BVI with limited liability and a wholly-owned subsidiary of the Vendor
"Vendor" Plenty Cash Investment Limited, a company incorporated in BVI with limited liability and a wholly-owned subsidiary of the Company and the sole owner of the Target
"HKquot; Hong Kong dollar(s), the lawful currency of Hong Kong
"%" per cent.
On behalf of the BoardChina Gogreen Assets Investment Limited (to be renamed as Jun Yang Solar Power Investments Limited) Bai Liang
Chairman
22 March 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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