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MarketScreener Homepage  >  Equities  >  Stock Exchange of Hong Kong  >  PanAsialum Holdings Co Ltd    2078   KYG688451098

PANASIALUM HOLDINGS CO LTD (2078)
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PanAsialum : Announcements and Notices - Discloseable Transaction Disposal of the Oplv Group

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12/07/2018 | 12:27pm CET

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.

PanAsialum Holdings Company Limited ࿲ජྼุණྠϞࠢʮ̡

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2078)

DISCLOSEABLE TRANSACTION DISPOSAL OF THE OPLV GROUP

THE TRANSACTION

The Board is pleased to announce that on 7 December 2018 (after trading hours), the Company (through its wholly-owned subsidiary) as the Vendor and the Purchaser entered into the Agreement, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the OPNY Sale Shares. The Vendor shall also procure the Accounts Receivable to be transferred or assigned to the Purchaser, all at an aggregate consideration of RMB5 million.

Upon Completion, the Group will cease to have any interest in the OPLV Group and its financial results will no longer be consolidated into the Company's consolidated financial statements.

LISTING RULES IMPLICATIONS

Since one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Transaction exceed 5% but are below 25%, the Transaction constitutes a disclosable transaction of the Company under the Listing Rules and is therefore subject to reporting and announcement requirements as set out in Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that after the trading hours of the Stock Exchange on 7 December 2018, the Company through its indirect wholly-owned subsidiary, PAHK (the "Vendor"), and the Purchaser entered into the Agreement. Pursuant to the Agreement, PAHK conditionally agreed to sell and the Purchaser conditionally agreed to purchase the OPNY Sale Shares, and the Vendor shall procure the Accounts Receivable to be transferred or assigned to the Purchaser, all at an aggregate consideration of RMB5 million.

The principal terms of the Agreement are set out below:

Date

7 December 2018

Parties

  • (i) PAHK; and

  • (ii) Purchaser.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are third parties independent of the Company and its connected person(s), having the meaning ascribed to it under the Listing Rules.

Subject Matter

Pursuant to the Agreement:

  • (i) PAHK conditionally agreed to sell and the Purchaser conditionally agreed to purchase the OPNY Sale Shares; and

  • (ii) the Vendor shall procure the Accounts Receivable to be transferred or assigned to the Purchaser.

Consideration for the Transaction

The aggregate consideration for the sale and purchase of the OPNY Sale Shares and the Accounts Receivable shall be RMB5 million which shall be paid by the Purchaser to the Vendor in cash on Completion.

The consideration for the Transaction was determined after arm's length negotiations between the Vendor and the Purchaser on normal commercial terms taking into account the nature of business of the OPLV Group, the financial performance and financial position of the OPLV Group during the past years, and the estimated recoverable net realisable value of the OPLV Group.

Conditions Precedent

Completion is conditional upon the fulfilment of the following conditions:

  • (a) the Purchaser's Warranties being true, correct and accurate in all material respects as of Completion;

  • (b) the Vendor's Warranties being true, correct and accurate in all material respects as of Completion;

  • (c) no order or judgment of any court or governmental, statutory or regulatory body has been issued or made (or threatened to be issued or made) prior to the Completion which has the effect of making unlawful or otherwise prohibiting the consummation of the transaction under the Agreement, and no legal or regulatory requirements remaining to be satisfied which has the effect of making unlawful or otherwise prohibiting the consummation of the transaction under the Agreement;

  • (d) the compliance by the Vendor and the Company of all requirements under the Listing Rules for entering into of the Agreement and the transaction contemplated thereunder;

  • (e) the obtaining by the Vendor and/or the Company of all approvals of their respective Board;

  • (f) the OPLV Group having taken all necessary corporate actions and obtained all necessary consents and approvals from the government, regulatory authorities or any third party(ies) for the change of legal and beneficial ownership of OPNY as contemplated under the Agreement;

  • (g) the Purchaser having entered into deeds of assignment in respect of the transfer of Accounts Receivable;

  • (h) any other regulatory or governmental approvals and all third-party consents required for the purpose of the transaction contemplated under the Agreement having been obtained by the Purchaser, Vendor or the Company to the extent applicable;

  • (i) no Material Change has occurred and the Vendor having performed or complied in all material respects with all material obligations required by this Agreement to be performed or complied with by the Vendor prior to or at the Completion; and

  • (j) the Vendor, by executing the Agreement, has irrevocably agreed that, from the date hereof, the Vendor will not and shall cause their Affiliates not to claim repayment from the OPLV Group of any portion of the Accounts Receivable.

Save for conditions precedent (c) to (e) and (h) as set out above, the aforesaid conditions are capable of being waived in whole or in part by the parties to the Agreement. If the aforesaid conditions have not been satisfied on or before the Long Stop Date, or such other date as the Vendor and Purchaser may agree, the Agreement shall cease and determine and thereafter neither party shall have any obligations and liabilities towards each other under the Agreement save for any antecedent breaches of the terms thereof.

Completion

Completion shall take place on the fifth Business Day after the date on which the last of the conditions precedent have been fulfilled or waived, as the case may be (or such other date as the parties to the Agreement may mutually agree).

Upon Completion, the Company will no longer hold any interest in the OPLV Group and accordingly the OPLV Group will cease to be subsidiaries of the Company. Upon Completion, the financial results, assets and liabilities of the OPLV Group will no longer be consolidated into the financial statements of the Group.

INFORMATION OF THE COMPANY

The Company is one of PRC's leading manufacturers of aluminium products. The Company focuses on three main areas of business including electronic parts such as aluminium components for the worldwide leading electronics and appliances, construction and industrial profiles, and a series of high-end aluminium doors and windows.

INFORMATION OF THE OPLV GROUP

The OPLV Group is engaged in the business of manufacturing, processing and sale of doors, windows, aluminium alloy products, aluminium products and hardware. The OPLV Group has been purchasing aluminium products from the Company or its subsidiaries.

The table sets forth the financial information of the OPLV Group for the 15 months end 31 December 2016, the year ended 31 December 2017 and the 6 months ended 30 June 2018.

For the

For the

For the

15 months ended

year ended

6 months

31 December

31 December

ended 30 June

2016

2017

2018

(RMB'000)

(RMB'000)

(RMB'000)

(Unaudited)

(Unaudited)

(Unaudited)

(Note 1)

Net loss before tax

(91,265)

(44,717)

(11,506)

Net loss after tax

(91,265)

(44,717)

(11,506)

As at 31

As at 31

As at 30

December

December

June

2016

2017

2018

(RMB'000)

(RMB'000)

(RMB'000)

(Unaudited)

(Unaudited)

(Unaudited)

Net liabilities

(73,501)

(117,838)

(129,265)

Note 1:In 2016, the financial year end date of the Company changed from 30 September to 31 December. Accordingly, the financial period covers a period of fifteen months from 1 October 2015 to 31 December 2016.

INFORMATION OF THE PURCHASER

The Purchaser is a private company incorporated in PRC with limited liability. The Purchaser is engaged in the wholesale business of building and construction materials and architectural decorations.

Disclaimer

PanAsialum Holdings Company Limited published this content on 07 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 December 2018 11:26:03 UTC

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Kwok Wai Wong Joint Chief Executive Officer & Executive Director
Jie Wen Li Joint Chief Executive Officer & Executive Director
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