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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
SECOND SUPPLEMENTAL AGREEMENT
IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF
THE TARGET COMPANY
Reference is made to the announcements of the Company dated 29 March 2018 and 25 June 2018 respectively (the ''Announcements'') in relation to the Disposal. Unless otherwise defined herein, capitalised terms used herein shall have the same meanings as those defined in the Announcements.
SECOND SUPPLEMENTAL AGREEMENT TO THE SP AGREEMENT
The Board wishes to announce that, on 24 July 2018 (after trading hours), the Company, the Purchaser and HTICI have entered into a second supplemental agreement to the SP Agreement (the ''Second Supplemental Agreement''). The principal terms of the Second Supplemental Agreement are set out below.
(A) Adjustments to the Total Consideration
The Total Consideration payable by HTICI for the Disposal shall be reduced from HK$200,000,000 to HK$180,000,000, which shall be wholly satisfied by cash in the following manner:
(i) HK$100,000,000 shall be settled in cash upon signing of the SP Agreement as the Deposit; and
(ii) HK$80,000,000 shall be settled in cash upon Completion.
Consequently, certain conditions precedent to Completion prescribed in the SP Agreement were also amended by the Second Supplemental Agreement. The shareholders of HTICI (other than those who are required to abstain from voting under the Listing Rules) are no longer required to pass at an extraordinary general meeting resolutions approving the issue and allotment of the Consideration Shares to the Company. The condition precedent requiring HTICI to have obtained an approval from the Stock Exchange for the listing of and permission to deal in the Consideration Shares and such listing and permission to have not been subsequently revoked prior to the issue and allotment of the Consideration Shares, has also been removed.
(B) Additional Condition Precedent
The parties further agreed that, in addition to the existing conditions precedent (as amended in the manner stated in (A) above), Completion is also subject to the Company and the Target Company having executed, and delivered to the Purchaser a copy of, a deed of set-off and waiver, in form and substance satisfactory to the Purchaser, pursuant to which:
(a) the Company and the Target Company set off the indebtedness owed by the
Company to the Target Company against an equivalent amount of the indebtedness owned by the Target Company to the Company; and
(b) the Company unconditionally and irrevocably waives, releases and discharges the
Target Company from all its obligations and liabilities to repay any remaining indebtedness owed by the Target Company to the Company.
Save the aforesaid amendments and other minor consequential amendments, all other terms of the SP Agreement shall remain unchanged and continue in full force and effect.
By Order of the Board
Hao Tian Development Group Limited
Xu Hai Ying
Hong Kong, 24 July 2018
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Xu Hai Ying, Dr. Zhiliang Ou, J.P., (Australia) and Mr. Fok Chi Tak; and three independent non-executive Directors, namely Mr. Chan Ming Sun Johnson, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.