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.
TECH PRO TECHNOLOGY DEVELOPMENT LIMITED(incorporated in the Cayman Islands with limited liability)
(Stock code: 3823) VOLUNTARY ANNOUNCEMENT: GRANT OF OPTIONS BY SUBSTANTIAL SHAREHOLDERS
The Board would like to announce that Tong Heng, a substantial shareholder of the Company, has granted a call option over an aggregate of 56,500,000 Shares, representing approximately 5.25% of the existing issued share capital of the Company, to Mr. Li, the chairman of the Board and an executive Director, pursuant to which Mr. Li can require Tong Heng to sell to him (or his assigns or nominees) those Shares during certain period of time. Simultaneously, Mr. Li has also granted a put option over an aggregate of 56,500,000
Shares, representing approximately 5.25% of the existing issued share capital of the Company, to Tong Heng, pursuant to which Tong Heng can require Mr. Li (or his assigns or nominees) to acquire from it those Shares over certain period of time.
This announcement is made pursuant to Rule 13.09 of the Listing Rules.
The Board would like to announce that the Company was notified by Tong Heng and Mr. Li that they, among others, have entered into the Option Deeds in relation to the grant of Options over an aggregate of 113,000,000 Shares, representing approximately 10.51% of the existing issued share capital of the Company as at the date of this announcement.
Pursuant to the First Option Deed, Tong Heng has agreed to grant to Mr. Li an option (the "First Option") to require Tong Heng to sell to him (or his assigns or nominees) an aggregate of 56,500,000 Shares (the "First Option Shares") at an exercise price of HK$2.11 per First Option Share. It is also agreed that Mr. Li may exercise his right attaching to the First Option to acquire 40,000,000 First Option Shares during the period commencing from the date of the First Option Deed until 31 January 2013, and to acquire 16,500,000 First Option Shares during the period commencing from the date of the First Option Deed until 28 February
2013. Tong Heng undertakes that during the abovementioned exercise periods, it will not sell, transfer, assign or donate the First Option Shares to any third parties. The First Option may be exercised by Mr. Li in whole or in part from time to time during the abovementioned exercise periods in integral multiples of 1,000,000 First Option Shares.
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Pursuant to the Second Option Deed, Mr. Li has agreed to grant to Tong Heng an option (the "Second Option") to require Mr. Li (or his assigns or nominees) to acquire from it an aggregate of 56,500,000 Shares (the "Second Option Shares") at an exercise price of (i) HK$2.11, or (ii) a price representing the average closing price of one Share as stated in the Stock Exchange's daily quotations sheets for the five consecutive business days immediately preceding the date of the exercise notice to be served by Tong Heng in relation to the Second Option (whichever is higher) per Second Option Share. It is also agreed that Tong Heng may exercise its right attaching to the Second Option to require Mr. Li (or his assigns or nominees) to acquire the Second Option Shares during the period commencing from 1 September 2013 until 31 March 2014. Tong Heng undertakes that from the date of entering into the Option Deeds to 31 March 2014, Tong Heng will not sell, transfer, assign or donate the Second Option Shares to any third parties. The Second Option may be exercised by Tong Heng in whole or in part from time to time during the abovementioned exercise period in integral multiples of 1,000,000 Second Option Shares.
As at the date of this announcement, (i) Tong Heng is the holder of 113,000,000 Shares, representing approximately 10.51% of the existing issued share capital of the Company, and (ii) Mr. Li is the holder of 139,600,000 Shares, representing approximately 12.98% of the existing issued share capital of the Company. Assuming the Options are exercised by Mr. Li and Tong Heng in full respectively and assuming there is no other changes in the share capital of the Company, Mr. Li will be interested in 252,600,000 Shares, representing approximately
23.48% of the existing issued share capital of the Company.
The Board is of the view that the entering into of the Option Deeds would not impose any material impact on the financial and operations of the Company and its subsidiaries as a whole.
In this announcement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them below:
"associate" has the meaning ascribed to it in the Listing Rules
"Board" the board of Directors
"Company" Tech Pro Technology Development Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange
"connected person" has the meaning ascribed to it in the Listing Rules
"Directors" directors of the Company
"First Option Deed" an option deed dated 21 January 2013 executed among Tong Heng as grantor, Mr. Li as grantee and Mr. Yan as guarantor of Tong Heng in relation to the grant of First Option
"Group" the Company together with its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
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"Mr. Li" Mr. Li Wing Sang, being the chairman of the Board and an executive Director, and a substantial shareholder of the Company
"Mr. Yan" Mr. Yan Qixu, being a former Director and a substantial shareholder by virtue of his interest in Tong Heng
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Options" collectively, the First Option and the Second Option
"Option Deeds" collectively, the First Option Deed and the Second Option
Deed
"PRC" the People's Republic of China, which for the purpose of this announcement, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Second Option Deed" a n option deed dated 21 January 2013 executed among Mr. Li as grantor, Tong Heng as grantee and Mr. Yan as guarantor of Tong Heng in relation to the grant of Second Option
"Share(s)" ordinary share(s) of HK$0.01 each in the capital of the
Company
"Shareholder(s)" holder(s) of issued Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"substantial shareholder" having the meaning ascribed to it under the Listing Rules
"Tong Heng" Tong Heng Company Limited, a company incorporated in the
British Virgin Islands with limited liability, approximately
69.69% of the issued share capital of which is beneficially owned by Mr. Yan, and Tong Heng is a substantial shareholder of the Company
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
By order of the Board
Executive Director
Hong Kong, 21 January 2013
As at the date of this announcement, the executive Directors are Mr. Li Wing Sang, Mr. Liu Xinsheng and Mr. Chiu Chi Hong; and the independent non-executive Directors are Mr. Tam Tak Wah, Mr. Lau Wan Cheung and Mr. Ng Wai Hung.
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