COASTAL GREENLAND 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.
沿海綠色家園有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 01124)This announcement is made by Coastal Greenland Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO").
Reference is made to the announcement of the Company dated 12 January 2016 in respect of the trading halt in the shares of the Company on the Stock Exchange with effect from 9:00 a.m., 12 January 2016 pending the release of an announcement in relation to a notifiable transaction which contains inside information of the Company.
Reference is also made to the circular of the Company dated 13 September 2014 in relation to a major transaction to dispose of the entire registered capital of a wholly-owned subsidiary of the Company (the "Circular"). Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.
On 26 August 2014, an agreement was entered into between the Vendors, the Target Company and Shenzhen Qianhai Jianshengtai Engineering Services Co., Ltd. (the "Previous Purchaser") pursuant to which the Vendors conditionally agreed to dispose of and the Previous Purchaser conditionally agreed to acquire the entire registered capital of the Target Company for a total consideration (the "Previous Consideration") of RMB304,530,000 (equivalent to approximately HK$358,271,000) (the "Previous Agreement"). A resolution to approve the Previous Agreement and the transactions contemplated thereunder was duly passed by the Shareholders at the SGM on 30 September 2014. Based on the terms of the Previous Agreement, the first instalment of the Previous Consideration in the amount of RMB30,453,000 (equivalent to approximately HK$35,827,000) should be payable by the Previous Purchaser to the Vendors at Completion. However, up to the date of this announcement, the Previous Purchaser has failed to pay any consideration to the Vendors. On 11 January 2016 (after trading hour), the Vendors, the Target Company and the Previous Purchaser entered into a deed of termination to terminate the Previous Agreement.
On 11 January 2016 (after trading hour), the Vendors and the Target Company entered into an agreement with the new purchaser (the "New Purchaser") pursuant to which the Vendors has conditionally agreed to dispose of (the "Disposal") and the New Purchaser conditionally agreed to acquire the entire registered capital of the Target Company for a total consideration that will range from RMB470,000,000 to RMB570,000,000 (equivalent to approximately HK$552,941,000 to HK$670,588,000), which will be settled by way of setting-off the equivalent amount of debt due and owing by a wholly-owned subsidiary of the Company to the Target Company (the "New Agreement"). The Disposal constitutes a very substantial disposal under the Listing Rules and an announcement relating to the Disposal (the "Announcement") is being prepared and will be published by the Company as soon as practicable in compliance with the Listing Rules.
Trading in the shares of the Company will remain halted pending the release of the Announcement.
By order of the Board
Coastal Greenland Limited Jiang MingChairman
Hong Kong, 12 January 2016
For the purpose of this announcement, unless otherwise indicated, conversion of RMB into HK$ is calculated at the approximate exchange rate of HK$1.00 to RMB0.85. This exchange rate is for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be exchanged at this or any other rate at all.
As at the date of this announcement, the Board comprises (1) Mr. Jiang Ming, Mr. Tao Lin, Mr. Cai Shaobin and Ms. Wang Hongmei as executive Directors; (2) Mr. Lu Jiqiang and Dr. Dai Jingming as non-executive Directors; and (3) Mr. Chen Xiaotian, Mr. Wong Kai Cheong and Mr. Yang Jiangang as independent non-executive Directors.
* For identification purpose only
Coastal Greenland Limited issued this content on 2016-01-12 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-11 22:25:12 UTC
Original Document: http://www.irasia.com/listco/hk/coastal/announcement/a152807-e_01124ann_20160112.pdf
