THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealers or registered institutions in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in eForce Holdings Limited (the "Company"), you should at once hand this circular and the enclosed proxy form to the purchaser or the transferee, or to the stockbroker, registered dealer in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

eFORCE HOLDINGS LIMITED

意 科 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 943)

MAJOR AND CONNECTED TRANSACTION

IN RELATION TO

THE ACQUISITION OF

THE ENTIRE EQUITY INTEREST IN

SHENZHEN QIANHAI CITIC HUATENG INDUSTRIAL CO., LTD.

Financial Adviser to the Company

Optima Capital Limited

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

Crescendo Capital Limited

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed "Definitions" in this circular unless otherwise stated.

A letter from the Board is set out on pages 5 to 22 of this circular.

A notice convening the SGM to be held at 11:30 a.m. on Wednesday, 9 October 2019 at Suite 3008, Man Yee Building, 68 Des Voeux Road Central, Central, Hong Kong is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM or any adjournment thereof (as the case may be), you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it at the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if you so wish.

  • For identification purpose only

18 September 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . .

5

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . .

36

LETTER FROM CRESCENDO . . . . . . . . . . . . . . . . . . . . . . . .

37

APPENDIX I

-

FINANCIAL INFORMATION OF THE GROUP . . . . . . . . .

I-1

APPENDIX II

-

FINANCIAL INFORMATION OF THE TARGET GROUP . . . . .

II-1

APPENDIX III

-

FINANCIAL INFORMATION OF THE DONGGUAN

PROJECT COMPANY . . . . . . . . . . . . . . . . . .

III-1

APPENDIX IV

-

FINANCIAL INFORMATION OF THE NANJING

PROJECT COMPANY . . . . . . . . . . . . . . . . . .

IV-1

APPENDIX V

-

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF

THE ENLARGED GROUP . . . . . . . . . . . . . . . . .

V-1

APPENDIX VI

-

VALUATION REPORT OF THE DONGGUAN LAND

AND THE NANJING LAND . . . . . . . . . . . . . . . .

VI-1

APPENDIX VII -

GENERAL INFORMATION . . . . . . . . . . . . . . . . .

VII-1

NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . .

SGM-1

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

"Acquisition"

the proposed acquisition of the Sale Shares by the Purchaser from the

Vendor pursuant to the terms and conditions of the Acquisition

Agreement

"Acquisition Agreement"

the sale and purchase agreement dated 6 July 2019 entered into among

the Purchaser, the Vendor, the Target Company, the Dongguan Project

Company and the Nanjing Project Company in relation to the

Acquisition

"Announcement"

the announcement of the Company dated 7 July 2019 in relation to,

among other things, the Acquisition

"Board"

the board of Directors

"Business Day"

a day (other than a Saturday, Sunday or a public holiday) on which

commercial banks in Hong Kong and the PRC are generally open for

business

"CITIC Southeast"

CITIC Southeast (Hainan) Industrial Park Management Co., Ltd.* (中證

東南(海南)產業園管理有限公司), a company established in the PRC

with limited liability, and is held as to 51% by CITIC Zhiwei and 49%

by Huoer Guosi

"CITIC Zhiwei"

Shenzhen CITIC Zhiwei Investment Co., Ltd.* (深圳市中證志威投資有

限公司), a company established in the PRC with limited liability, and a

wholly-owned subsidiary of the Vendor

"Company"

eForce Holdings Limited, a company incorporated in Bermuda with

limited liability and its issued Shares are listed on the Main Board of the

Stock Exchange (stock code: 943)

"Completion"

completion of the Acquisition

"Completion Date"

the date of Completion

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Consideration"

the consideration payable by the Purchaser to the Vendor for the

Acquisition in the aggregate amount of RMB200,000,000 (equivalent to

approximately HK$220,000,000)

*  For identification purpose only

1

DEFINITIONS

"Crescendo"or "Independent

Crescendo Capital Limited, a corporation licensed to carry out Type 6

Financial Adviser"

(advising on corporate finance) regulated activity under the SFO, being

the independent financial adviser to advise the Independent Board

Committee and the Independent Shareholders in relation to the

Acquisition Agreement and the transactions contemplated thereunder

"Director(s)"

the director(s) of the Company

"Dongguan Land"

a parcel of land located in the north side of Guantai Avenue, Zhouxi

Village, Nancheng District, Dongguan City, Guangdong Province, the

PRC, on which the Dongguan Project will be developed

"Dongguan Project"

a property development project on the Dongguan Land

"Dongguan Project Company"

Dongguan Hexin Real Estate Development Co., Ltd.* (東莞禾信房地產

開發有限公司), a company established in the PRC with limited liability

"Enlarged Group"

the Group upon Completion

"Grant Sherman"

Grant Sherman Appraisal Limited, an independent industry expert and

independent professional valuer engaged by the Company

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"Huoer Guosi"

Huoer Guosi Kaiqi Advisory Services Co., Ltd.* (霍爾果斯開啟諮詢服

務有限公司), a company established in the PRC and an Independent

Third Party

"Independent Board

the independent committee of the Board comprising all the independent

Committee"

non-executive Directors established pursuant to the Listing Rules to give

recommendation to the Independent Shareholders in respect of the

Acquisition

"Independent

Shareholder(s) who are entitled to vote and not required to abstain from

Shareholder(s)"

voting in favour of the resolution in the SGM for approving the

Acquisition Agreement and the transactions contemplated thereunder

under the Listing Rules

"Independent Third Party(ies)"

any person(s) or company(ies) and their respective ultimate beneficial

owner(s) whom, to the best of the Directors' knowledge, information

and belief having made all reasonable enquiries, are third parties

independent of the Company and its connected persons

*  For identification purpose only

2

DEFINITIONS

"Latest Practicable Date"

16 September 2019, being the latest practicable date for ascertaining

certain information for the inclusion in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Nanjing Land"

14 parcels of land located in the south of Naishan, Tuanjie Village,

Donggou Town, Liuhe District, Nanjing City, Jiangsu Province, the

PRC, on which the Nanjing Project will be developed

"Nanjing Project"

a property development project on the Nanjing Land

"Nanjing Project Company"

Nanjing Yuanding Real Estate Co., Ltd.* (南京源鼎置業有限公司), a

company established in the PRC with limited liability

"PRC"

the People's Republic of China, which, for the purpose of this circular,

excludes Hong Kong, the Macau Special Administrative Region and

Taiwan

"Purchaser"

Shenzhen CITIC Securities Ruifeng Management Co., Ltd.* (深圳市中

證瑞豐管理有限公司), a company established in the PRC with limited

liability and an indirect wholly-owned subsidiary of the Company

"Reorganisation"

an internal reorganisation to be conducted by the Vendor prior to the

Completion which involves the transfer of 51% equity interest in the

Nanjing Project Company held by an indirect wholly-owned subsidiary

of the Vendor to the Target Company, and the debt transfer and debt

clearance as stated in the paragraph headed "The Reorganisation" in this

circular

"Sale Shares"

the entire equity interest in the Target Company as at the Completion

Date

"SFO"

Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)

"SGM"

the special general meeting of the Company to be convened and held for

the Independent Shareholders to consider and, if thought fit, approve the

Acquisition Agreement and the transactions contemplated thereunder

"Shareholder(s)"

holder(s) of the Share(s)

"Share(s)"

ordinary share(s) of HK$0.00004 each in the share capital of the

Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

*  For identification purpose only

3

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eForce Holdings Limited published this content on 18 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2019 22:16:09 UTC