EVER HARVEST GROUP HOLDINGS LIMITED 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.
EVER HARVEST GROUP HOLDINGS LIMITED永 豐 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1549) MAJOR ACQUISITION ACQUISITION OF PROPERTY15 September 2017
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . 9 APPENDIX II - UNAUDITED FINANCIAL INFORMATION OF THE PROPERTY . . 11 APPENDIX III - UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 APPENDIX IV - VALUATION REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 APPENDIX V - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24In this circular, the following expressions have the following meanings unless the context requires otherwise:
"Acquisition" the acquisition of the Property by the Purchaser from the Vendor pursuant to the Provisional Agreement
"Board" the board of Directors
"Company" Ever Harvest Group Holdings Limited, a company incorporated in Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
"Completion" completion of the Acquisition pursuant to the Provisional Agreement
and the Formal Sale and Purchase Agreement in relation to the Acquisition to be entered into between the Purchaser and the Vendor
"connected person(s)" shall have the meaning as ascribed to it under the Listing Rules "Consideration" HK$65,571,000, being the purchase price of the Property
"Controlling Shareholders" has the meaning ascribed to it under the Listing Rules, and, in the case
of the Company, means Mr. Lau Yu Leung, Madam Tong Hung Sum, Ever Winning Investment Company Limited and Ever Forever Investment Limited, individually and as a group of persons
"Directors" the directors of the Company
"Formal Sale and Purchase Agreement"
the formal sale and purchase agreement in relation to the Acquisition entered into between the Vendor and the Purchaser on 22 August 2017
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic
of China
"Hong Kong Underwriters" the underwriters of the IPO, namely Guotai Junan Securities (Hong
Kong) Limited, Convoy Investment Services Limited and Ample Orient Capital Limited
"Independent Third Party(ies)" third party(ies) independent of, not connected or acting in concert (as
defined in the Codes on Takeovers and Mergers and Share Buy-backs) with the Company and any of its connected persons or any of their respective associates (as defined under the Listing Rules)
"IPO" the global offering of the Shares conducted by the Company in July 2016
"Latest Practicable Date" 12 September 2017, being the latest practicable date prior to the printing
of this circular for ascertaining certain information contained herein
"Listing Rules" the Rules governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited
"PRC" the People's Republic of China, excluding for the purpose of this circular, Hong Kong, Macau and Taiwan
"Property" Unit on 17/F, Excel Centre, No. 483A Castle Peak Road, Kowloon,
Hong Kong
"Property Agent" Jones Lang LaSalle Ltd
"Provisional Agreement" the provision agreement for sale and purchase of the Property entered
into between the Purchaser, the Vendor and the Property Agent on 8 August 2017
"Purchaser" Greater China Shipping Limited, a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary of the Company
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company "Shareholder(s)" Shareholder(s) of the Company, holder(s) of the ordinary share(s) of
HK$0.01 each of the Company
"Sole Global Coordinator" Guotai Junan Securities (Hong Kong) Limited, a licensed corporation
under the SFO to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities as defined in the SFO
"Sole Sponsor" Guotai Junan Capital Limited, a licensed corporation under the SFO to
carry out type 6 (advising on corporate finance) regulated activities as defined in the SFO
"Stock Exchange" the Stock Exchange of Hong Kong Limited
"Vendor" Emcor Company Limited, a property holding company incorporated in Hong Kong with limited liability which is an Independent Third Party
"%" per cent.
In case of any discrepancy between the Chinese version and the English version of this circular, the English version shall prevail.
Ever Harvest Group Holdings Ltd. published this content on 15 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 September 2017 00:43:02 UTC.
Original documenthttp://www.xhsl.com.hk/attachment/news/1505469085j6bL2.pdf
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