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.
(Incorporated in Bermuda with limited liability)
(Stock Code: 00057)
DISCLOSEABLE TRANSACTION
DISPOSAL OF PROPERTY
The Board announces that after trading hours on 18 December 2019, the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the SP Agreement with the Purchaser, an Independent Third Party, to dispose of the Property at an aggregate consideration of NTD870,000,000 (equivalent to approximately HK$224,634,000).
As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under the Listing Rules.
THE DISPOSAL
The Board announces that after trading hours on 18 December 2019 (after trading hours), the Vendor entered into the SP Agreement with the Purchaser to dispose of the Property at an aggregate consideration of NTD870,000,000 (equivalent to approximately HK$224,634,000), the principal terms of which are set out below.
THE SP AGREEMENT
Date | : 18 December 2019. |
Purchaser: : An individual who, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, is an Independent Third Party.
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Vendor | : Chen Hsong Machinery Taiwan Co., Ltd.* (震雄機械廠股份有限 |
公司), a company incorporated in Taiwan with limited liability | |
and an indirect wholly-owned subsidiary of the Company, which | |
principally engages in manufacture and sale of plastic injection | |
moulding machines. | |
Property | : The site comprising the parcels of land marked Lot Nos. 562, 574 |
- 584 and 587 in Hong Chang, Lujhu, Taiwan with a total site area | |
of approximately 4,347.53 Ping (坪) (equivalent to approximately | |
14,372.01 square metres), together with the industrial complexes | |
erected thereon with a total floor area of approximately 14,809.76 | |
square metres. | |
Consideration | : NTD870,000,000 (equivalent to approximately HK$224,634,000) |
in cash, which shall be payable as follows: | |
(1) first installment: NTD87,000,000 payable within 7 days | |
after signing of the SP Agreement; | |
(2) second installment: NTD87,000,000 payable within 7 days | |
after the Vendor has completed the soil improvement and | |
acquired the notice of satisfactory inspection from the | |
relevant environmental protection authority; | |
(3) third installment: NTD87,000,000 payable within 7 days | |
upon issuance of the value-added tax invoice; and | |
(4) final payment: NTD609,000,000 payable within 3 days upon | |
completion of the registration of transfer of ownership of | |
the Property. | |
The Consideration was arrived at after arm's length negotiation | |
between the Vendor and the Purchaser having considered, among | |
other things, the market value of the relevant properties in the | |
vicinity region. |
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Completion | : Completion shall take place within 7 days after the final payment |
by the Purchaser but in any event no later than 31 March 2020 (or | |
such other date as agreed in writing by the parties). Under the | |
terms of the SP Agreement, the Purchaser may designate a | |
nominee to be the registered obligee of the transfer of the | |
Property but such nominee designated by the Purchaser shall be | |
jointly and severally liable with the Purchaser for all matters | |
arising from the performance of the SP Agreement and shall abide | |
by the provisions thereof. |
Information of the Property
The Property was utilised by the Group for its own production of plastic injection moulding machines. As such, no rental incomes were attributable to the Property. The net book values of the Property as at 31 March 2018 and 31 March 2019 were approximately HK$78 million and HK$74 million respectively. The unaudited net book value of the Property as at 30 November 2019 was approximately HK$74 million.
REASONS FOR AND BENEFITS OF THE DISPOSAL
The Group principally engages in manufacture and sale of plastic injection moulding machines and related products.
The Property was utilised by the Group for its own production of plastic injection moulding machines. The Property shall not be necessary for the Group's future operations as its two production facilities in Taiwan are expected to merge into one single plant. The Directors consider that the Disposal provides an opportunity for the Company to realise the investment value of its assets and to provide additional working capital for the Company and is in the best interest of the Company and its shareholders as a whole.
The terms of the SP Agreement were determined after arm's length negotiations between the parties thereto and are on normal commercial terms. The Directors consider that the terms of the SP Agreement (including the Consideration) are on normal commercial terms and are fair and reasonable, and that the Disposal is in the interests of the Company and the Shareholders as a whole.
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The Disposal is expected to enable the Group to recognise an unaudited gain of approximately HK$151 million, being the difference between the Consideration over the carrying value of the Property before any expenses and tax. The actual gain or loss as a result of the Disposal to be recorded by the Group is subject to audit and will be determined as at the date of the Completion. The net proceeds from the Disposal after deducting relevant costs and expenses (before tax), estimated to be approximately HK$220 million, are intended to be applied for general working capital of the Group.
IMPLICATIONS UNDER THE LISTING RULES
As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under the Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"Board" | the board of Directors |
"Company" | Chen Hsong Holdings Limited, an exempted company |
incorporated in Bermuda with limited liability, the Shares of | |
which are listed on the Main Board of the Stock Exchange | |
(Stock code: 00057) | |
"Completion" | the completion of the Disposal by way of handover of the |
Property | |
"connected person" | has the meaning ascribed to it under the Listing Rules |
"Consideration" | NTD870,000,000 (equivalent to approximately |
HK$224,634,000) in cash, being the total consideration | |
payable by the Purchaser to the Vendor for the Disposal | |
"Director(s)" | the director(s) of the Company |
"Disposal" | the disposal of the Property by the Vendor pursuant to the SP |
Agreement | |
"Group" | the Company and its subsidiaries |
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"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Independent Third Party" | a third party independent of the Company and the connected |
persons of the Company | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"NTD" | New Taiwan Dollar, the lawful currency of Taiwan |
"Property" | The site comprising the parcels of land marked Lot Nos. |
562, 574 - 584 and 587 in Hong Chang, Lujhu, Taiwan with | |
a total site area of approximately 4,347.53 Ping (坪) | |
(equivalent to approximately 14,372.01 square metres), | |
together with the industrial complexes erected thereon with | |
a total floor area of approximately 14,809.76 square metres | |
"Purchaser" | 黃正祥 (Huang, Cheng Hsiang), an individual who is an |
Independent Third Party | |
"SP Agreement" | the sale and purchase contract of real estate dated |
18 December 2019 entered into between the Vendor and the | |
Purchaser for the sale and purchase of the Property | |
"Share(s)" | ordinary share(s) of HK$0.10 each in the capital of the |
Company | |
"Shareholder(s)" | holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Vendor" | Chen Hsong Machinery Taiwan Co., Ltd.* (震雄機械廠股份 |
有限公司), a company incorporated in Taiwan with limited | |
liability and an indirect wholly-owned subsidiary of the | |
Company | |
"%" | per cent. |
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In this announcement, amounts quoted in NTD have been converted into HK$ at a rate of NTD1.00 to HK$0.2582. Such exchange rate has been used, where applicable, for the purposes of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates at all.
By Order of the Board
CHEN HSONG HOLDINGS LIMITED
Lai Yuen CHIANG
Chairman and Chief Executive Officer
Hong Kong, 18 December 2019
As at the date of this announcement, the executive directors of the Company are Ms. Lai Yuen CHIANG and Mr. Stephen Hau Leung CHUNG, and the independent non-executive directors of the Company are Mr. Bernard Charnwut CHAN, Mr. Anish LALVANI, Mr. Michael Tze Hau LEE and Mr. Johnson Chin Kwang TAN.
- For identification purposes only
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Chen Hsong Holdings Limited published this content on 18 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 December 2019 10:45:08 UTC