Mongolia Investment Group Ltd. : Price Sensitive Information - Termination of Very Substantial Acquisition
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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(incorporated in the Cayman Islands with limited liability)(Stock code: 402)
The Board considers that the termination of the Acquisition Agreement has no impact on the operations or financial position of the Group. The Company will continue to look for other investment opportunities to further develop the business of the Group.
This announcement is made pursuant to Rules 13.09(1) and 14.36 of the Listing Rules and Part XIVA (Disclosure of Inside Information) of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).
Reference is made to the announcement of the Company dated 29 November 2012 (the "Announcement") in relation to the Acquisition. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.
The Board considers that the termination of the Acquisition Agreement has no impact on the operations or financial position of the Group. The Company will continue to look for other investment opportunities to further develop the business of the Group.
By Order of the Board Mongolia Investment Group Limited ZHU Dong
Executive Director
Hong Kong, 21 March 2013
As at the date of this announcement, the executive directors are Mr. YUEN Chow Ming (Chairman), Mr. YUEN Wai Keung (Deputy Chairman and Chief Executive Officer), Mr. SO Yiu Cheung (Deputy Chairman), Mr. CHEUNG Chi Man, Dennis, Mr. LEUNG, Chung Tak Barry, Mr. ZHANG Chuanjun and Mr. ZHU Dong, the non-executive directors are Mr. WONG, Kwok Kee and Mr. NG, Wing Keung, and the independent non- executive directors are Mr. LIAO Cheung Tin, Stephen, Mr. HUI, Yat On,Mr TAM Sun Wing and Mr. ZHANG Songlin.
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(incorporated in the Cayman Islands with limited liability)(Stock code: 402)
PRICE SENSITIVE INFORMATION - TERMINATION OF VERY SUBSTANTIAL ACQUISITION
This announcement is made pursuant to Rules 13.09(1) and 14.36 of the Listing Rules and Part XIVA (Disclosure of Inside Information) of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).
On 21 March 2013, the Purchaser and Mr. Zhao entered into the Termination Agreement to terminate the
Acquisition Agreement.
This announcement is made pursuant to Rules 13.09(1) and 14.36 of the Listing Rules and Part XIVA (Disclosure of Inside Information) of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).
On 21 March 2013, the Purchaser and Mr. Zhao entered into the Termination Agreement to terminate the
Acquisition Agreement.
The Board considers that the termination of the Acquisition Agreement has no impact on the operations or financial position of the Group. The Company will continue to look for other investment opportunities to further develop the business of the Group.
This announcement is made pursuant to Rules 13.09(1) and 14.36 of the Listing Rules and Part XIVA (Disclosure of Inside Information) of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).
Reference is made to the announcement of the Company dated 29 November 2012 (the "Announcement") in relation to the Acquisition. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.
TERMINATION AGREEMENT
On 21 March 2013, the Purchaser and Mr. Zhao entered into a termination agreement (the "TerminationAgreement") to terminate the Acquisition Agreement. Pursuant to the Termination Agreement, on 21 March
2013 or such other business day as the Purchase and Mr. Zhao may agree (the "Termination Date"), the Purchaser shall deliver to Mr. Zhao a deed of release duly executed by the Purchaser together with the share certificates for the shares in the Target Company charged under the Share Charge, and Mr. Zhao, in exchange, shall deliver to the Purchaser the amount of HK$ 40,000,000 representing the deposit paid to Mr. Zhao, together with interest thereon from 12 December 2012, being the date such deposit was paid by the Purchaser, until the date of receipt by the Purchaser of such deposit, calculated using the Hong Kong dollar prime rate quoted by The Hongkong and Shanghai Banking Corporation Limited for the relevant period.
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The Purchaser and Mr. Zhao, through mutually amicable negotiation, agreed to terminate the Acquisition Agreement on Termination Date with effect from the completion of the matters set out above, and in connection with such termination: (i) the Purchaser and Mr. Zhao irrevocably and unconditionally released and discharged each other from all its claims under or in connection with or in relation to the Acquisition Agreement or the matters thereunder contemplated; and (ii) the Target Company and LED Shanghai are deemed to have irrevocably and unconditionally released and discharged the Purchaser from all their claims under or in connection with or in relation to the Acquisition Agreement or the matters thereunder contemplated, if any, and Mr. Zhao agreed to indemnify and keep indemnified the Purchaser against all and any claims they may assert against the Purchaser contrary to such deemed release and discharge.
On 21 March 2013, the Purchaser and Mr. Zhao entered into a termination agreement (the "TerminationAgreement") to terminate the Acquisition Agreement. Pursuant to the Termination Agreement, on 21 March
2013 or such other business day as the Purchase and Mr. Zhao may agree (the "Termination Date"), the Purchaser shall deliver to Mr. Zhao a deed of release duly executed by the Purchaser together with the share certificates for the shares in the Target Company charged under the Share Charge, and Mr. Zhao, in exchange, shall deliver to the Purchaser the amount of HK$ 40,000,000 representing the deposit paid to Mr. Zhao, together with interest thereon from 12 December 2012, being the date such deposit was paid by the Purchaser, until the date of receipt by the Purchaser of such deposit, calculated using the Hong Kong dollar prime rate quoted by The Hongkong and Shanghai Banking Corporation Limited for the relevant period.
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The Purchaser and Mr. Zhao, through mutually amicable negotiation, agreed to terminate the Acquisition Agreement on Termination Date with effect from the completion of the matters set out above, and in connection with such termination: (i) the Purchaser and Mr. Zhao irrevocably and unconditionally released and discharged each other from all its claims under or in connection with or in relation to the Acquisition Agreement or the matters thereunder contemplated; and (ii) the Target Company and LED Shanghai are deemed to have irrevocably and unconditionally released and discharged the Purchaser from all their claims under or in connection with or in relation to the Acquisition Agreement or the matters thereunder contemplated, if any, and Mr. Zhao agreed to indemnify and keep indemnified the Purchaser against all and any claims they may assert against the Purchaser contrary to such deemed release and discharge.
REASON FOR THE TERMINATION
As a condition precedent to the Acquisition Completion, the Purchaser is required to be satisfied at its sole and absolute discretion with the final results of the due diligence review of the Target Group. In the course of carrying out the final due diligence and making business preparations for the post-closing cooperation with regard to the Target Group and its business, the parties have come to the conclusion that they hold different views with regard to the Target Group, its prospects, and its future development, and that it will be very challenging to finalise a business plan for the Target Group that will be satisfactory to both sides. They have therefore agreed to an amicable termination of the Acquisition Agreement.
As a condition precedent to the Acquisition Completion, the Purchaser is required to be satisfied at its sole and absolute discretion with the final results of the due diligence review of the Target Group. In the course of carrying out the final due diligence and making business preparations for the post-closing cooperation with regard to the Target Group and its business, the parties have come to the conclusion that they hold different views with regard to the Target Group, its prospects, and its future development, and that it will be very challenging to finalise a business plan for the Target Group that will be satisfactory to both sides. They have therefore agreed to an amicable termination of the Acquisition Agreement.
The Board considers that the termination of the Acquisition Agreement has no impact on the operations or financial position of the Group. The Company will continue to look for other investment opportunities to further develop the business of the Group.
By Order of the Board Mongolia Investment Group Limited ZHU Dong
Executive Director
Hong Kong, 21 March 2013
As at the date of this announcement, the executive directors are Mr. YUEN Chow Ming (Chairman), Mr. YUEN Wai Keung (Deputy Chairman and Chief Executive Officer), Mr. SO Yiu Cheung (Deputy Chairman), Mr. CHEUNG Chi Man, Dennis, Mr. LEUNG, Chung Tak Barry, Mr. ZHANG Chuanjun and Mr. ZHU Dong, the non-executive directors are Mr. WONG, Kwok Kee and Mr. NG, Wing Keung, and the independent non- executive directors are Mr. LIAO Cheung Tin, Stephen, Mr. HUI, Yat On,Mr TAM Sun Wing and Mr. ZHANG Songlin.
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