CST GROUP 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 985)
DISCLOSEABLE TRANSACTION
IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF PLANET SMOOTH LIMITED
INVOLVING ISSUE OF CONSIDERATION SHARES
THE SALE AND PURCHASE AGREEMENT
On 4 November 2015 (after trading hours), the Purchaser (a wholly-owned subsidiary of the Company), the Vendors and the Guarantors entered into the Sale and Purchase Agreement, pursuant to which the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares, representing the entire issued share capital of the Target Company.
The aggregate Consideration shall be US$80.0 million (equivalent to approximately HK$620.0 million) for the Sale Shares in accordance with the Sale and Purchase Agreement. The Consideration shall be satisfied by the Purchaser to the Vendors by the allotment and issue of the Consideration Shares by the Company at an issue price of HK$0.10 per Consideration Share in the following manner:
as to 506,540,000 Consideration Shares to Zhongjing;
as to 338,520,000 Consideration Shares to Grandwin;
as to 5,186,920,000 Consideration Shares to Mr. Wong; and
as to 168,020,000 Consideration Shares to Mr. Chan.
The Consideration Shares comprising 6,200,000,000 Shares represent approximately 19.08% of the existing issued share capital of the Company and approximately 16.02% of the issued share capital of the Company as enlarged by the issue and allotment of the Consideration Shares.
THE ASSETS TO BE ACQUIRED
The subject of the Sale and Purchase Agreement is the Sale Shares, being the entire issued share capital of the Target Company. As at the date of this announcement, the Target Company, together with its subsidiaries, own an effective 91.81% equity interests of the WFOE. The WFOE has entered into the VIE Contracts with the OPCO, which is principally engaged in the operation of
''第一物流'（'
First Cargo）, an e-logistics platform business in the PRC.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios as defined under the Listing Rules in respect of the Acquisition exceed 5% but all the applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
Shareholders and potential investors of the Company should note that Completion is subject to the fulfillment or waiver (as the case may be) of the relevant Conditions, therefore the Sale and Purchase Agreement may or may not proceed. Accordingly, the Acquisition may or may not materialise and Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares.
INTRODUCTION
On 4 November 2015 (after trading hours), the Purchaser, the Vendors and the Guarantors entered into the Sale and Purchase Agreement, pursuant to which the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares, representing the entire issued share capital of the Target Company.
THE SALE AND PURCHASE AGREEMENT
The principal terms and conditions of the Sale and Purchase Agreement are as follows:
Date:
4 November 2015 (after trading hours)
Parties:
Purchaser: Equal Sun Limited, a wholly-owned subsidiary of the Company
Vendors: | (1) | Zhongjing |
(2) | Grandwin | |
(3) | Mr. Wong | |
(4) | Mr. Chan | |
Guarantors: | (1) | Mr. Gao Yang (i.e. Zhongjing's Guarantor) |
(2) | Mr. Leung Pak To (i.e. Grandwin's Guarantor) |
As at the date of this announcement, the Sale Shares, being the entire issued share capital of the Target Company, are legally and beneficially owned by the Vendors. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the Vendors and the Guarantors is an Independent Third Party. Each of Zhongjing's Guarantor and Grandwin's Guarantor guarantees to the Purchaser the due and punctual performance by Zhongjing and Grandwin of their respective obligations under the Sale and Purchase Agreement.
Assets to be acquired
Pursuant to the Sale and Purchase Agreement, each of Zhongjing, Grandwin, Mr. Wong and Mr. Chan have conditionally agreed to sell Zhongjing Sale Shares, Grandwin Sale Shares, Wong Sale Shares and Chan Sale Shares respectively free from any charges, liens, encumbrances, equities, claims and adverse interests whatsoever, and together with all rights now and thereafter attaching or accruing thereto (including the right to receive all dividends and distributions declared, made
or paid in respect of the Sale Shares on or after the date of the Sale and Purchase Agreement) and the Purchaser has conditionally agreed to purchase the Sale Shares with effect from Completion.
According to the Sale and Purchase Agreement, the Purchaser and the Vendors shall not be obliged to complete the sale and purchase of any of the Sale Shares unless the purchase of all of the Sale Shares is completed at the same time.
The Target Company, through its subsidiaries, owns an effective 91.81% of the entire registered capital of the WFOE, which in turn has entered into a series of VIE Contracts with the OPCO. Through the VIE Contracts, the WFOE has effective control over the financing and operations of the OPCO and has enjoyed entire economic interest and benefits generated by the OPCO. The OPCO is primarily engaged in e-logistics platform business in the PRC.
Consideration
The aggregate Consideration for the Sale Shares shall be US$80.0 million (equivalent to approximately HK$620.0 million) in accordance with the Sale and Purchase Agreement. For each of Zhongjing, Grandwin, Mr. Wong and Mr. Chan, the respective consideration is approximately US$6.5 million (equivalent to approximately HK$50.4 million), approximately US$4.4 million (equivalent to approximately HK$34.1 million), approximately US$66.9 million (equivalent to approximately HK$518.5 million) and approximately US$2.2 million (equivalent to approximately HK$17.0 million).
The aggregate Consideration was determined after arm's length negotiations between the Purchaser and the Vendors after taking into account, among others,
(i) the latest unaudited consolidated net asset value of the Target Group; (ii) the historical operating performance of the OPCO including but not limited to the number of registered users, etc.; (iii) the business prospect of the Target Group; and
(iv) the opportunity for the Company to enter into the Internet-based logistic service industry in the PRC as a result of the Acquisition. Further details on the development of the Internet-based logistic service industry in the PRC are set out in the section headed ''Business prospects of the Target Group'' below.
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