GOOD FRIEND INTERNATIONAL HOLDINGS INC. If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult appropriate independent professional advisers.
If you have sold or transferred all your shares in Good Friend International Holdings Inc., you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
友佳國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2398)MAJOR AND CONNECTED TRANSACTION PROVISION OF FINANCIAL ASSISTANCE
Independent Financial Adviser to
the Independent Board Committee and the Independent Shareholders
A letter from the Board is set out on pages 4 to 11 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on page 12 of this circular. A letter from Altus Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 33 of this circular.
A notice convening the extraordinary general meeting of the Company to be held at 10:00 a.m. on Friday, 13 November 2015 at 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong is set out on pages 41 to 42 of this circular. A form of proxy for use at the aforesaid extraordinary general meeting is enclosed with this circular. Whether or not you propose to attend the meeting or any adjournment thereof, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting if you so wish.
28 October 2015
Page
Definitions 1
Letter from the Board
Introduction 4
Provision of the Facility 5
Corporate Structure 6
Information about the Group and FFG 7
Financial effect of the Facility 7
Reasons for the transaction 7
Implications under the listing rules 9
EGM and action to be taken 10
Recommendation 11
General 11
Letter from the Independent Board Committee 12
Letter from Altus Capital 13
Appendix I - Financial information of the Group 34
Appendix II - General information 36
Notice of EGM 41
A form of proxy
In this circular (other than in the notice of EGM), the following expressions shall have the meanings set out below unless the context requires otherwise:
''Altus Capital'' or
the ''Independent
Financial Adviser''
Altus Capital Limited, a corporation licensed to carry on type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholder in respect of the Facility
''associate(s)'' has the meaning ascribed to it under the Listing Rules
''BNP'' BNP Paribas, a societe anonyme incorporated in France
''Board'' the board of Directors of the Company
''Company'' Good Friend International Holdings Inc., a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
''connected person'' has the meaning ascribed to it under Chapter 14A of the
Listing Rules
''controlling shareholder(s)'' has the meaning ascribed to it under the Listing Rules
''Director(s)'' the director(s) of the Company
''EGM'' the extraordinary general meeting of the Company to be convened for considering and, if thought fit, to approve the Facility
''Engagement Letter'' the engagement letter dated 25 September 2015 entered
amongst BNP, the Company and FFG in relation to an Euro50 million revolving facility
''Euro'' Euro, the lawful currency of the member states of the European Union
''Facility'' the Euro50 million revolving loan facility to be made available to the Company and FFG on a joint and several basis
''FFG'' FFG Werke GmbH, a l imited liability company incorporated in Germany
''Golden Friendship'' Golden Friendship International Limited, a limited liability
company incorporated in Hong Kong and a wholly-owned subsidiary of Taiwan FF
''Golden Wealth'' Golden Wealth Inc Limited, a limited liability company incorporated in Hong Kong
''Group'' the Company and its subsidiaries
''Hong Kong'' the Hong Kong Special Administrative Region of the PRC
''Hong Kong GF'' Good Friend (H.K.) Corporation Limited, a company incorporated in Hong Kong with limited liability, the beneficial owner of 232,000,000 Shares (representing approximately 57.54% of the total issued share capital of the Company as at the date hereof) and is owned as to approximately 99.99% by Taiwan FF
''Independent Board Committee'' the independent non-executive Directors appointed as the
members of an independent committee of the Board to advise the Independent Shareholders on the Facility
''Independent Shareholder(s)'' Shareholder(s) other than Hong Kong GF, Sunward Gold
Global Investments Limited, a company held as to approximately 72.22% by Mr. Chu, and their respective associates and, if any, any other Shareholder who has a material interest and is required to abstain from voting at the EGM pursuant to the Listing Rules
''Latest Practicable Date'' 27 October 2015, being the latest practicable date prior to
the printing of this circular for ascertaining certain information in this circular
''Leadwell'' Leadwell CNC Machines Mfg., Corp, a limited liability company incorporated in Taiwan, which holds 100% of the total issued shares of World Ten
''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange
''major transaction'' has the meaning ascribed under Chapter 14 of the Listing
Rules
|
distributed by
|
