EV DYNAMICS (HOLDINGS) LIMITED 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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
(Incorporated in Bermuda with limited liability)
(Stock Code: 476) SHARE TRANSACTION IN RELATION TO THE INVESTMENT IN 10% INTEREST IN RIMAC AUTOMOBILI AMENDMENTS IN RELATION TO THE INVESTMENT AGREEMENT
The Board announces that on 23 October 2014, the Company, Mate Rimac and the Target Company entered into the Supplemental Agreement, pursuant to which the Company, Mate Rimac and the Target Company agreed to, among other things, amend and supplement the terms of the Investment Agreement to the effect that the Company has conditionally agreed to purchase and Mate Rimac has conditionally agreed to sell the 10% equity interest of the Target Company at an aggregate consideration of HK$72,700,000, which shall be satisfied by way of (i) cash in the sum of EUR5,000,000 (or equivalent to HK$52,700,000); and (ii) HK$20,000,000 by the issue of 20,000,000 Consideration Shares to Mate Rimac at the issue
price of HK$1.00 per Consideration Share upon Completion.
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Reference is made to the announcement of China Dynamics (Holdings) Limited (the "Company") dated 11 July 2014 (the "Announcement") in respect of, among others, the investment in 10% interest in Rimac Automobili. Capitalised terms used herein shall have the same meanings as those defined in the Announcement, unless the context otherwise requires.
The Board announces that on 23 October 2014, the Company, Mate Rimac and the Target Company entered into the supplemental agreement (the "Supplemental Agreement"), pursuant to which the Company, Mate Rimac and the Target Company agreed to, among other things, amend and supplement the terms of the Investment Agreement.
The principal terms of the Supplemental Agreement, which amend and supplement certain terms of the Investment Agreement, are set out as follows:
Pursuant to the Supplemental Agreement, the Company has conditionally agreed to purchase and Mate Rimac has conditionally agreed to sell the 10% equity interest of the Target Company at an aggregate consideration of HK$72,700,000, which shall be satisfied by way of (i) cash in the sum of EUR5,000,000 (or equivalent to HK$52,700,000); and (ii) HK$20,000,000 by the issue of 20,000,000 Consideration Shares to Mate Rimac at the issue price of HK$1.00 per Consideration Share upon Completion.
Consideration
Pursuant to the Supplemental Agreement, (i) the Company shall issue and allot, credited as fully paid, an aggregate 20,000,000 Consideration Shares at the issue price of HK$1.00 per Consideration Share to Mate Rimac (instead of the Target Company) as settlement of part of the Consideration for the Investment; and (ii) the parties to the Supplemental Agreement agreed that the cash portion of the Consideration in the sum of EUR5,000,000 (or equivalent to HK$52,700,000) shall be paid into the Target Company and used for, inter alias, business expansion, research and development, production and general working capital of the Target Company.
Save and except for the aforesaid amendments to the Investment Agreement, all other principal terms of the Investment Agreement shall remain unchanged and valid.
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SHAREHOLDING STRUCTURES OF THE COMPANYThe shareholding structures of the Company (a) as at the date of this announcement; and (b) immediately after the issue of the Consideration Shares (assuming there is no other change in the issued share capital of the Company) are as follows:
Shareholders
As at the date
of this announcement
Number of
Shares Approximate %
Immediately after the issue of the Consideration Shares
Number of
Shares Approximate %
Mr. Cheung Ngan (Note 1) | 390,000,000 | 11.48 | 390,000,000 | 11.41 |
Sino PowerHouse Corporation (Note 2) | 95,232,469 | 2.80 | 95,232,469 | 2.79 |
Entrust Limited (Note 3) | 390,000,000 | 11.48 | 390,000,000 | 11.41 |
Mr. Zhou Jin Kai (Note 4) | 36,000,000 | 1.06 | 36,000,000 | 1.05 |
Mr. Mate Rimac | - | - | 20,000,000 | 0.59 |
Other public Shareholders | 2,485,514,331 | 73.18 | 2,485,514,331 | 72.75 |
Total 3,396,746,800 100.00 3,416,746,800 100.00
Notes:
1. Mr. Cheung Ngan is the chairman and executive director of the Company.
2. The 95,232,469 shares represent beneficial interest of Sino PowerHouse Corporation, which is ultimately owned as to 51% by Mr. Cheung Ngan and as to 49% by Mr. Chan Chung Chun, Arnold. Mr. Chan Chung Chun, Arnold is an executive director of the Company.
3. The 390,000,000 shares represent beneficial interest of Entrust Limited, which is fully owned by Mr. Chan
Chung Chun, Arnold.
4. Mr. Zhou Jin Kai is a non-executive director of the Company.
By order of the Board
China Dynamics (Holdings) Limited Cheung NganChairman
Hong Kong, 23 October 2014
As at the date of this announcement, the Board comprises two executive Directors, namely Messrs. Cheung Ngan and Chan Chung Chun, Arnold, three non-executive Directors, namely Messrs. Li Shaofeng, Zhao Hong Feng and Zhou Jin Kai, and three independent non-executive Directors, namely Messrs. Chan Francis Ping Kuen, Hu Guang and Chan Chak Paul.
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