THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
23 January 2008
If you are in any doubt about any aspect of this circular, or as to the action to be taken, you should
consult your licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in E. Bon Holdings Limited, you should at once
hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or
other agent through whom the sale or transfer was effected for transmission to the purchaser or the
transferee.
A letter from the Board is set out on pages 4 to 9 of this circular. A letter from the Independent
Board Committee is set out on page 10 of this circular. A letter from South China Capital containing
its advice to the Independent Board Committee and the Independent Shareholders is set out on
pages 11 to 17 of this circular. A notice convening an extraordinary general meeting of the Company
to be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong
Kong at 10:00 a.m. on Monday, 25 February 2008 is set out on pages 28 to 29 of this circular.
Whether or not you are able to attend the meeting in person, you are requested to complete the
accompanying proxy form in accordance with the instructions printed thereon and return the same
to the Company’s Branch Registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before
the time appointed for holding the meeting. Completion and return of the form of proxy will not
preclude you from attending and voting in person at the meeting or adjourned meeting should you
so wish.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 599)
DISCLOSEABLE TRANSACTION
AND
CONNECTED TRANSACTION:
ACQUISITION OF PROPERTY
Independent Financial Adviser to the
Independent Board Committee and the Independent Shareholders
South China Capital Limited
CONTENT
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Letter from South China Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Appendix I Valuation Report on the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Appendix II General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
DEFINITIONS
– 1 –
In this circular, the following expressions have the following meanings unless the context
requires otherwise:
“Acquisition” the acquisition of the Property by the Purchaser
contemplated under the Provisional Sale and Purchase
Agreement
“AG Wilkinson” AG Wilkinson & Associates Professional Surveyors, an
independent qualified property valuer
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Board” the board of Directors
“Business Day” a day on which banks are open for business in Hong
Kong and in the PRC (excluding Saturdays, Sundays
and public holidays in Hong Kong or in the PRC)
“Company” E. Bon Holdings Limited, a company incorporated in
the Cayman Islands with limited liability and whose
ordinary shares are listed on the Main Board of the
Stock Exchange
“Completion” completing of the sale and purchase of the Property
contemplated under the formal sale and purchase
agreement
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Director(s)” the director(s) of the Company
“EGM” an extraordinary general meeting of the Company to
be held on 25 February 2008 to consider and approve
the Acquisition, the Provisional Sale and Purchase
Agreement and the transactions contemplated therein
“Group” the Company together with its subsidiaries
“HIBOR” Hong Kong Inter-Bank Offered Rate
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” Hong Kong Special Administrative Region of the
People’s Republic of China
DEFINITIONS
– 2 –
“Independent Board Committee” an independent committee of the Board comprising
all the independent non-executive Directors, namely
Mr. Leung Kwong Kin J.P., Mr. Wong Wah and Mr.
Wan Sze Chung
“Independent Financial Adviser” South China Capital Limited, being a licensed
or “South China Capital” corporation to carry out type 6 (advising on corporate
finance) regulated activity as set out in Schedule 5 to
the SFO, the Independent Financial Adviser to advise
the Independent Board Committee and the
Independent Shareholders
“Independent Shareholders” Shareholders other than Mr. Tse Sun Fat, Mr. Tse Sun
Po, Mr. Tse Sun Lung and Mr. Yick Kai Chung, and
their respective associates who have material interests
in the Acquisition and are required to abstain from
voting at the EGM
“Latest Practicable Date” 21 January 2008, being the latest practicable date prior
to the printing of this circular for ascertaining certain
information referred to in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange
“Property” a commercial property located at 16th- 18th Floor, First
Commercial Building, 33 Leighton Road, Causeway
Bay, Hong Kong. It has a total saleable area of about
4,860 square feet
“Provisional Sale and the conditional sale and purchase agreement in respect
Purchase Agreement” of the Property entered into between the Vendor and
the Purchaser on 2 January 2008
“Purchaser” Asia Bon Company Limited, a company incorporated
in Hong Kong and is a wholly-owned subsidiary of
the Company
“SFO” the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.1 each in the share capital
of the Company
“Shareholder(s)” the shareholder(s) of the Company
DEFINITIONS
– 3 –
“Stock Exchange”
LETTER FROM THE BOARD
– 4 –
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 599)
Executive Directors: Head office and principal place of
Mr. Tse Sun Fat (Chairman) business in Hong Kong:
Mr. Tse Sun Po 16th–18th Floor
Mr. Tse Sun Lung First Commercial Building
Mr. Yick Kai Chung 33 Leighton Road
Mr. Lau Shiu Sun Causeway Bay
Mr. Fung Cheuk Hang Jackie Hong Kong
Independent non-executive Directors: Registered office:
Mr. Leung Kwong Kin J.P. Cricket Square
Mr. Wong Wah Hutchins Drive
Mr. Wan Sze Chung P O Box 2681
Grand Cayman KY1-1111
Cayman Islands
23 January 2008
To the Shareholders
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
AND
CONNECTED TRANSACTION:
ACQUISITION OF PROPERTY
INTRODUCTION
On 2 January 2008, the Purchaser, being a wholly-owned subsidiary of the Company,
entered into the Provisional Sale and Purchase Agreement with the Vendor to acquire the
Property at a consideration of HK$34.2 million. The property is presently leased by the
Vendor to the Company and the lease will expire on 19 March 2009.
The Acquisition constitutes a discloseable and connected transaction for the Company
under Chapter 14 and Chapter 14A of the Listing Rules respectively and is subject to
approval of the Independent Shareholders. The Company will seek approval from the
Independent Shareholders of the Acquisition at the EGM.
LETTER FROM THE BOARD
– 5 –
The purpose of this circular is to (i) provide the Shareholders with further information
relating to the Provisional Sale and Purchase Agreement; (ii) set out the advice of South
China Capital to the Independent Board Committee and the Independent Shareholders
and the recommendation of the Independent Board Committee in respect of the terms of
the Provisional Sale and Purchase Agreement; and (iii) give the Shareholders notice of the
EGM and other information in accordance with the requirements of the Listing Rules.
THE PROVISIONAL SALE AND PURCHASE AGREEMENT
Date: 2 January 2008
Purchaser: Asia Bon Company Limited, a wholly-owned subsidiary of the
Company
Vendor: Negotiator Consultants Limited, an investment holding company
being incorporated in the British Virgin Islands
Subject: a commercial property located at 16th–18th Floor, First Commercial
Building, 33 Leighton Road, Causeway Bay, Hong Kong, which has a
total saleable area of about 4,860 square feet
Declaration of the the following Directors have the following beneficial interests in the
interests: Vendor:
Mr. Tse Sun Fat 8.54%
Mr. Tse Sun Po 10.19%
Mr. Tse Sun Lung 6.05%
Mr. Yick Kai Chung 4.80%
Consideration: HK$34,200,000
Terms of payment: the consideration of HK$34.2 million shall be satisfied in the following
manner:
(i) as to HK$3.42 million upon signing of the formal sale and
purchase agreement in respect of the Acquisition; and
(ii) as to HK$30.78 million upon Completion.
Basis of the consideration:
The consideration for the Acquisition was determined after arm’s length negotiation
between the parties on normal commercial terms, having considered the rental payment
of the offices of the premises in long term and the independent assessment of the market
values of the Property of HK$36,000,000 and HK$36,300,000 by two independent valuers,
namely AG Wilkinson and Memfus Wong Surveyor Limited on 21 December 2007 and 24
December 2007 respectively. The consideration equals to a 5% discount to the average
market value of the Property as estimated by AG Wilkinson and Memfus Wong Surveyor
Limited.
LETTER FROM THE BOARD
– 6 –
Conditions of the Provisional Sale and Purchase Agreement:
The completion of the Acquisition is conditional upon, inter alia, the following
conditions having been fulfilled:
(a) the passing of the ordinary resolution(s) at the EGM by a simple majority of
the Independent Shareholders to approve the Provisional Sale and Purchase
Agreement; and
(b) the approval of the Board.
In the event that not all the conditions detailed above are fulfilled within 60 days
from 2 January 2008, the Provisional Sale and Purchase Agreement shall become null and
void and of no effect. Neither party shall have any claim against the other whatsoever.
Completion:
The Purchaser and the Vendor shall enter into a formal sale and purchase agreement
within 30 days from the date of passing of the ordinary resolution(s) at the EGM by a
simple majority of the Independent Shareholders to approve the Provisional Sale and
Purchase Agreement and the Completion shall be made within 90 days of the EGM.
Information on the Property:
The Property is a commercial property, originally purchased by the Vendor at
HK$26.5 million on 20 March 2000 and is situated at 16th–18th floor, First Commercial
Building, 33 Leighton Road, Causeway Bay, Hong Kong, which has a total saleable area of
about 4,860 square feet. The Property is currently occupied by the Company and has been
the headquarter of the Company for over 10 years under a lease which will expire on 19
March 2009 (details of the lease was contained in the announcement of the Company
dated 12 July 2006). In early December 2007, the Vendor had expressed an interest to sell
and the Group had expressed an interest to acquire the Property due to the rapid increase
of the rental market in office premises in Hong Kong.
Reasons for the benefits of the Acquisition:
The principal activity of the Company is investment holding and the Group are
principally engaged in the import and sale of architectural builders hardware, bathroom
and kitchen collections. The principal activity of the Vendor is property investment for
rental income.
The Directors considered that the increase in demand for office premises and the
prospect of inflation in the future have driven up the rental market of office premises in
Hong Kong, especially in the business districts. Accordingly, the Directors expected that
the Company shall be subject to higher rental payment when they renew the lease with
the Vendor upon expiration. In addition to the possible higher future rental payment,
further relocation and renovation costs would likely to be incurred should the Company
LETTER FROM THE BOARD
– 7 –
be required to move to other office premises upon expiry of the term of the present lease.
Under the current rental market, the consideration for the Acquisition represents
approximately 4.9% yield on return of investment as estimated by AG Wilkinson. In view
of the above, the Directors consider that the Acquisition is fair and reasonable so far as
the Independent Shareholders are concerned and is in the interests of the Company and
the Shareholders as a whole.
Financing of the Acquisition:
The consideration of HK$34.2 million will be satisfied by two parts:
(i) HK$17.2 million will be financed by the internal resources of the Group; and
(ii) HK$17 million will be funded by a mortgage loan from bank. A commercial
bank has indicated that it may be able to offer a mortgage loan at HIBRO plus
0.5% on a 13-year term which amounts to a monthly payment of approximately
HK$141,000.
Possible financial effect of the Acquisition:
(i) Net asset value
Based on the interim report of the Company for the six months ended 30 September
2007, the unaudited consolidated net asset value of the Group as at 30 September 2007
was approximately HK$173 million. According to our own computation and only taking
into consideration the effect of the Acquisition, the net asset value of the Group will not
be changed materially upon Completion.
(ii) Earnings
There is no material effect on the future earnings potential of the Group due to the
Acquisition.
(iii) Gearing and cash position
Out of the total consideration, HK$17 million will be funded by mortgage finance
from bank loan. The Group’s total borrowings will hence be increased by HK$17 million
and the gearing level of the Group will be increased slightly.
Based on the Group’s published interim consolidated balance sheet as at 30 September
2007, the Group had cash and cash equivalents of approximately HK$62 million. Since
HK$17.2 million of the total consideration will be financed by the internal resources of the
Group, the cash and cash equivalents of the Group will be reduced by HK$17.2 million by
the Completion.
LETTER FROM THE BOARD
– 8 –
THE EGM
The Company will convene the EGM on Monday, 25 February 2008 to pass the
ordinary resolution(s) to approve the Acquisition, the Provisional Sale and Purchase
Agreement and the transactions contemplated therein. Mr. Tse Sun Fat, Mr. Tse Sun Po,
Mr. Tse Sun Lung and Mr. Yick Kai Chung, and their respective associates who have
material interest in the Acquisition are required to abstain from voting at the EGM. The
voting will be taken by poll.
Notice of the EGM is set out on pages 28 to 29 of this circular. A form of proxy for
use by the Independent Shareholders at the EGM is enclosed with this circular. If you are
unable to attend the EGM in person, you are strongly urged to complete and return the
form of proxy in accordance with the instructions printed thereon, and to lodge it with the
office of the Company’s Branch Registrar, Tricor Abacus Limited at 26th Floor, Tesbury
Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less
than 48 hours before the time appointed for holding the meeting 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 meeting and any adjourned meeting (as
the case may be) should you so wish.
PROCEDURES FOR DEMANDING A POLL BY THE SHAREHOLDERS
Pursuant to Article 66 of the articles of association of the Company, at any general
meeting a resolution put to the vote of a meeting shall be decided on a show of hands
unless a poll is taken as may from time to time be required under the rules of any designed
stock exchange or unless a poll is (before or on the declaration of the results of the show
of hands) demanded:
(a) the chairman of such meeting; or
(b) at least three Shareholders present in person or in the case of a shareholder
being a corporation by its duly authorized representative or by proxy for the
time being entitled to vote at the meetings; or
(c) any Shareholder or Shareholders present in person or in the case of a
shareholder being a corporation by its, duly authorized representative or by
proxy and representing not less than one-tenth of the total voting rights of all
the Shareholders having the right to vote at such meeting; or
(d) any Shareholder or Shareholders present in person or in the case of a
shareholder being a corporation by its, duly authorized representative or by
proxy and holding shares in the Company conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to
not less than one-tenth of the total sum paid up on all the shares conferring
that right; or
(e) if required by the rules of the designated stock exchange, by any Director or
Directors who, individually or collectively, hold proxies in respect of shares
representing five per cent. or more of the total voting rights of all the members
having the right to vote at such meeting.
LETTER FROM THE BOARD
– 9 –
A poll shall be taken either forthwith or at such time (being not later than 30 days
after the date of the demand) and in such manner as the chairman of such meeting directs.
On a poll, every Shareholder presents at such meeting shall be entitled to one vote for
every fully paid up share of which he is the holder. The result of such poll shall be
deemed for all purposes to be the resolution of the meeting at which the poll was so
directed or demanded.
RECOMMENDATION
The Directors, including the independent non-executive Directors, consider that the
terms of the Provisional Sale and Purchase Agreement are on normal commercial terms,
and are fair and reasonable so far as the Independent Shareholders are concerned and that
the Acquisition is in the interests of the Company and the Shareholders as a whole.
Accordingly, they recommend the Independent Shareholders to vote in favour of the
ordinary resolution(s) to be proposed at the EGM to approve the Acquisition, the
Provisional Sales and Purchase Agreement and the transactions contemplated therein.
ADDITIIONAL INFORMATION
Your attention is drawn to the letter from the Independent Board Committee setting
out its recommendation to the Independent Shareholders on page 10 of this circular and
the advice from South China Capital to the Independent Board Committee and the
Independent Shareholders set out on pages 11 to 17 of this circular.
Your attention is also drawn to the valuation report and general information as set
out in Appendix I and Appendix II to this circular respectively.
On order of the Board
E. Bon Holdings Limited
Lau Shiu Sun
Executive Director
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
– 10 –
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 599)
23 January 2008
To the Independent Shareholders
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
AND
CONNECTED TRANSACTION:
ACQUISITION OF PROPERTY
We have been appointed as members of the Independent Board Committee to advise
you in connection with the Acquisition, details of which are set out in the “Letter from the
Board” in the circular dated 23 January 2008 (the “Circular”), of which this letter forms
part. Terms used in this letter shall have the same meanings as given to them in the
Circular unless the context otherwise requires.
Your attention is also drawn to the “Letter from South China Capital” containing its
advice regarding the Acquisition as set out on pages 11 to 17 of this circular. Having
considered the advice given by South China Capital, and the principal factors and reasons
taken into consideration by them in arriving at their advice, we are of the opinion that the
terms of the Provisional Sale and Purchase Agreement are on normal commercial terms,
and are fair and reasonable so far as the Independent Shareholders are concerned and that
the Acquisition is in the interests of the Company and the Independent Shareholders as a
whole. We, therefore, recommend the Independent Shareholders to vote in favour of the
ordinary resolution(s) to be proposed at the EGM as set out in the notice convening such
meeting on pages 28 to 29 of this circular.
Yours faithfully,
Leung Kwong Kin J.P. Wan Sze Chung Wong Wah
Independent Independent Independent
non-executive Director non-executive Director non-executive Director
LETTER FROM SOUTH CHINA CAPITAL
– 11 –
Set out below is the text of a letter received from South China Capital, the Independent
Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding
the Acquisition for the purpose of inclusion in this circular.
South China Capital Limited
28/F., Bank of China Tower
No. 1 Garden Road
Central
Hong Kong
23 January 2008
To: The independent board committee and the independent shareholders
of E. Bon Holdings Limited
Dear Sirs,
DISCLOSEABLE AND CONNECTED TRANSACTION:
ACQUISITION OF PROPERTY
INTRODUCTION
We refer to our appointment as the Independent Financial Adviser to advise the
Independent Board Committee and the Independent Shareholders in connection with the
discloseable and connected transaction constituted by the Acquisition, details of which
are set out in the letter from the Board (the “Board Letter”) contained in the circular dated
23 January 2008 issued by the Company to the Shareholders (the “Circular”), of which this
letter forms part. Capitalised terms used in this letter shall have the same meanings as
defined in the Circular unless the context requires otherwise.
On 2 January 2008, Asia Bon Company Limited (as the Purchaser), being a wholly-
owned subsidiary of the Company, entered into the Provisional Sale and Purchase
Agreement with Negotiator Consultants Limited (as the Vendor), pursuant to which the
Purchaser agreed to acquire and the Vendor agreed to dispose of the Property for a
consideration of HK$34.2 million (the “Consideration”). Under the Provisional Sale and
Purchase Agreement, the Consideration shall all be satisfied entirely by cash.
Pursuant to Rule 14.08 of the Listing Rules, the Acquisition constitutes a discloseable
transaction for the Company. In addition, Negotiator Consultants Limited, being a wholly-
owned subsidiary of Bache Hill Group Limited, is indirectly owned as to approximately
8.54%, 10.19%, 6.05% and 4.8% by Mr. Tse Sun Fat, Mr. Tse Sun Po, Mr. Tse Sun Lung and
Mr. Yick Kai Chung respectively who are all directors of the Company. As a result, the
Acquisition also constitutes a connected transaction for the Company under Chapter 14A
of the Listing Rules. The Provisional Sale and Purchase Agreement is therefore subject to
the approval of the Independent Shareholders by way of poll at the EGM whereby Mr. Tse
Sun Fat, Mr. Tse Sun Po, Mr. Tse Sun Lung and Mr. Yick Kai Chung, and their respective
associates shall be required to abstain from voting on the relevant resolution(s) in respect
of the Acquisition, the Provisional Sale and Purchase Agreement and the transactions
contemplated therein.
LETTER FROM SOUTH CHINA CAPITAL
– 12 –
The Independent Board Committee comprising Mr. Leung Kwong Kin J.P., Mr. Wong
Wah and Mr. Wan Sze Chung (all being independent non-executive Directors) has been
established to advise the Independent Shareholders on (i) whether the terms of the
Provisional Sale and Purchase Agreement are on normal commercial terms and are fair
and reasonable so far as the Independent Shareholders are concerned; (ii) whether the
Acquisition is in the ordinary and usual course of business of the Company and is in the
interests of the Company and the Shareholders as a whole; and (iii) how the Independent
Shareholders should vote in respect of the ordinary resolution(s) to approve the Acquisition,
the Provisional Sale and Purchase Agreement and the transactions contemplated therein
at the EGM. We, South China Capital, have been appointed as the Independent Financial
Adviser to advise the Independent Board Committee and the Independent Shareholders
in this respect.
BASIS OF OUR OPINION
In formulating our advice and recommendation to the Independent Board Committee
and the Independent Shareholders, we have relied on the statements, information, opinions
and representations contained or referred to in the Circular and the information and
representations as provided to us by the Directors. We have assumed that all information
and representations that have been provided by the Directors, for which they are solely
and wholly responsible, are true, complete and accurate in all material respects at the time
when they were made and continue to be so as at the date of the despatch of the Circular.
We have also assumed that all statements of belief, opinion, expectation and intention
made by the Directors in the Circular were reasonably made after due enquiries and
careful considerations. We have no reason to suspect that any material facts or information
have been withheld or to doubt the truth, accuracy and completeness of the information
and facts contained in the Circular, or the reasonableness of the opinions expressed by the
Company, its advisers and/or Directors, which have been provided to us. We consider
that we have taken sufficient and necessary steps on which to form a reasonable basis and
an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.
We have not made an independent evaluation or appraisal of the assets and liabilities
of neither the Group nor the Vendor and we have not been furnished with any such
evaluation or appraisal, save and except for the valuation reports on the Property prepared
by AG Wilkinson and Memfus Wong Surveyors Limited respectively (together, the
“Valuation Reports”). We are not experts in the valuation of properties in all businesses
and therefore have relied solely upon the Valuation Reports for the market values of the
Property as at 21 December 2007 and 24 December 2007 respectively.
The Directors have collectively and individually accepted full responsibility for the
accuracy of the information contained in the Circular and have confirmed, having made
all reasonable enquiries, which to the best of their knowledge and belief, there are no
other facts the omission of which would make any statement in the Circular misleading.
LETTER FROM SOUTH CHINA CAPITAL
– 13 –
We consider that we have been provided with sufficient information to reach an
informed view and to provide a reasonable basis for our recommendation. We have not,
however, conducted any independent in-depth investigation into the business and affairs
of the Company and the Vendor, their respective subsidiaries or associates, nor have we
considered the taxation implication on the Group or the Shareholders as a result of the
Acquisition. In addition, we have no obligation to update this opinion to take into account
events occurring after the issue of this letter. Nothing contained in this letter should be
construed as a recommendation to hold, sell or buy any Shares or any other securities of
the Company.
PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion regarding the Acquisition, we have taken into consideration
the following principal factors and reasons:
1. The Provisional Sale and Purchase Agreement
On 2 January 2008, Asia Bon Company Limited (as the Purchaser) entered into
the Provisional Sale and Purchase Agreement with Negotiator Consultants Limited
(as the Vendor) pursuant to which the Purchaser agreed to acquire and the Vendor
agreed to dispose of the Property for the Consideration of HK$34.2 million. Under
the Provisional Sale and Purchase Agreement, the Consideration shall be satisfied
entirely by cash. As extracted from the Board Letter, the Property comprises various
office units with total saleable area of about 4,860 square feet and is situated on
16th–18th floor, First Commercial Building, Nos. 33–35 Leighton Road, Causeway
Bay, Hong Kong, which is one of the business districts in Hong Kong.
In addition, the Provisional Sale and Purchase Agreement is conditional upon,
inter alia, the following conditions having been fulfilled:
(a) the passing of the ordinary resolution(s) at the EGM by a simple majority
of the Independent Shareholders to approve the Provisional Sale and
Purchase Agreement; and
(b) the approval of the Board.
In the event that not all the conditions detailed above are fulfilled within 60
days from 2 January 2008, the Provisional Sale and Purchase Agreement shall become
null and void and of no effect. Neither party shall have any claim against the other
whatsoever.
The Purchaser and the Vendor shall enter into a formal sale and purchase
agreement within 30 days from the date of passing of the ordinary resolution(s) at
the EGM by a simple majority of the Independent Shareholders to approve the
Provisional Sale and Purchase Agreement and the completion of the formal sale and
purchase agreement shall be made within 90 days of the EGM.
LETTER FROM SOUTH CHINA CAPITAL
– 14 –
As advised by the Directors, the Provisional Sale and Purchase Agreement
was negotiated and entered into on arm’s length basis between the parties thereto
and the Directors are of the view that the terms and conditions of the Provisional
Sale and Purchase Agreement are fair and reasonable so far as the Independent
Shareholders are concerned and are in the interests of the Company and the
Shareholders as a whole.
2. Background of and reasons for the Acquisition
The Company is an investment holding company and the principal activities
of the Group are the import and sale of architectural builders hardware, bathroom
and kitchen collections whereas the principal activity of the Vendor is property
investment for rental income.
As confirmed by the Directors, the Property has been occupied by the Company
for over 10 years as the Company’s headquarter. The current rental lease of the
Property, which was entered into between the Company and the Vendor on 11 July
2006, shall expire on 19 March 2009 (the “Lease”) and the Vendor has expressed an
interest to sell the Property to the Group.
According to the Board Letter, the Directors are of the view that the rental
market of office premises in Hong Kong has been driven up by (i) the demand for
office premises; and (ii) the expected future inflation in Hong Kong. Accordingly,
the Directors expected that the Company shall be subject to higher rental payment
when they renew the Lease with the Vendor upon expiration. In the event that the
Vendor refuses to renew the Lease and chooses to sell out the Property instead, the
Company is required to move to new office premises and further relocation and
renovation costs will be incurred not to mention that the Company shall likely to be
charged with higher rental income. In view of the above, as well as that the monthly
rental payment for the Property can be transformed into mortgage payment which
would lead to a possible accumulation of and therefore an increase in the total
assets of the Group in the long run, the Directors consider that the Acquisition is in
the interests of the Company and the Shareholders as a whole.
We noted from various research reports at public domain and the representation
of AG Wilkinson that the rents for office premises in Hong Kong, especially in the
business districts, have been showing a continuous rising trend in recent years and
are expected to increase further in the near future given the probable prosperity of
the Hong Kong economy. Due to this reason, we concur with the Directors that the
Acquisition would captialise the future rental payment of the Group and lead to a
possible asset accumulation of the Group in the long run. Having also taken into
account that the Company has been occupying the Property for over 10 years as its
headquarter, we also concur with the Directors that the Acquisition would save the
possible relocation and renovation costs of the Group should the Vendor refuses to
renew the Lease upon expiration and eliminate the inconvenience to the Group as
would be resulted. Given all of the foregoing, we consider that the Acquisition even
though is not in the ordinary and usual course of business of the Company, is in the
interests of the Company and the Shareholders as a whole.
LETTER FROM SOUTH CHINA CAPITAL
– 15 –
3. Basis of the Consideration
Pursuant to the Provisional Sale and Purchase Agreement, the Consideration
of HK$34.2 million shall be satisfied by cash in the following manner:
(i) as to HK$3.42 million upon signing of the formal sale and purchase
agreement; and
(ii) as to HK$30.78 million upon Completion.
The Directors further confirmed that the Group intends to settle approximately
HK$17.2 million of the Consideration through internal resources of the Group and
the remaining HK$17 million by mortgage finance from bank loan.
As referred to in the Board Letter, the Consideration was determined after
arm’s length negotiation between the parties with reference to (i) the rental payment
of the Property in the long term; and (ii) about 5% discount to the average market
value of the Property which were estimated by AG Wilkinson and Memfus Wong
Surveyors Limited, both being independent third parties to the Company, using the
direct comparison method under the market approach. The market values of the
Property as estimated by AG Wilkinson and Memfus Wong Surveyors Limited were
HK$36 million and HK$36.3 million as at 21 December 2007 and 24 December 2007
respectively. For the sake of prudence, the Directors have chosen the valuation
report prepared by AG Wilkinson for inclusion in the Circular (the “AG Valuation
Report”).
Valuation of the Property
We have reviewed the AG Valuation Report and enquired into AG
Wilkinson on the methodology adopted and the assumptions used in arriving
at the valuation of the Property. We understand that AG Wilkinson carried
out a site visit to the Property in mid December 2007 to research for necessary
information to determine the market value of the Property.
As mentioned above, AG Wilkinson had adopted the market approach
to estimate the market value of the Property. Under the market approach, AG
Wilkinson had applied the direct comparison method for the valuation of the
Property. According to AG Wilkinson, the market approach is the most common
approach for valuation of properties and it should be adopted whenever
comparable transactions are available. Further details of the assumptions and
bases of the valuation of the Property are included in Appendix I to the
Circular. During our discussions with AG Wilkinson, we have not identified
any major factors which cause us to doubt the fairness and reasonableness of
the principal bases and assumptions used in arriving at the valuation of the
Property.
LETTER FROM SOUTH CHINA CAPITAL
– 16 –
Based on the AG Valuation Report, the market value of the Property
was approximately HK$36 million as at 21 December 2007 with an average
unit price per square foot of approximately HK$7,407. Accordingly, the
Consideration represents a discount of approximately 5% to the market value
of the Property as at 21 December 2007. Therefore, we consider that the
Consideration is fair and reasonable so far as the Independent Shareholders
are concerned and is in the interests of the Company and Shareholders as a
whole.
4. Possible financial effects of the Acquisition
Effect on net asset value
As extracted from the interim report of the Company for the six months
ended 30 September 2007, the unaudited consolidated net assets of Group
were approximately HK$173.12 million as at 30 September 2007. As confirmed
by the Directors, the Acquisition would have no material impact on the net
asset value of the Group.
Effect on earnings
As advised by the Directors, the Acquisition would have limited impact
on the earnings of the Group.
Effect on gearing and working capital
As outlined under the section headed “Basis of the Consideration” in
this letter, the Directors confirmed that the Group intends to satisfy
approximately HK$17 million of the Consideration by mortgage finance from
bank loan. The Group’s total borrowings would thus be increased by the same
amount and the Directors confirmed that the gearing level of the Group would
be increased slightly due to the Acquisition.
Furthermore, the working capital of the Group would also be reduced
by approximately HK$17.2 million by Completion, being the portion of the
Consideration which will be financed by internal resources of the Group.
It should be noted that the aforementioned analyses are for illustrative
purpose only and does not purport to represent how the financial position of
the Company will be upon completion of the Acquisition.
LETTER FROM SOUTH CHINA CAPITAL
– 17 –
RECOMMENDATION
Having taken into consideration the above factors and reasons, we are of the opinion
that the terms of the Provisional Sale and Purchase Agreement are on normal commercial
terms and are fair and reasonable so far as the Independent Shareholders are concerned.
Moreover, although the Acquisition is not in the ordinary and usual course of business of
the Company, it is in the interests of the Company and Shareholders as a whole.
Accordingly, we recommend the Independent Board Committee to advise the Independent
Shareholders to vote in favour of the ordinary resolution(s) to be proposed at the EGM to
approve the Acquisition, the Provisional Sale and Purchase Agreement and the transactions
contemplated therein and we recommend the Independent Shareholders to vote in favour
of the resolution(s) in this regard.
Yours faithfully,
For and on behalf of
South China Capital Limited
Graham Lam
Director
APPENDIX I VALUATION REPORT ON THE PROPERTY
– 18 –
23 January 2008
The Directors
E. Bon Holdings Limited
Room A1, 18/F
First Commercial Building
33 Leighton Road
Causeway Bay
Hong Kong
Dear Sirs,
Re: The whole of 16th Floor (Offices A and B),
17th Floor (Offices A and B) and
18th Floor (Offices A and B)
First Commercial Building
Nos. 33–35 Leighton Road
Hong Kong
“the subject property”
In accordance with the instruction of E. Bon Holdings Limited (“the Company”) for
us to value the subject property, we confirm that we have carried out an inspection, made
relevant enquiries and obtained such further information as we consider necessary for the
purpose of providing you with our opinion of the market value of the property interest as
at 21 December 2007.
Our valuation of the property interest is our opinion of the market value, which is
defined in the HKIS Valuation Standards On Properties as “the estimated amount for
which a property should exchange on the date of valuation between a willing buyer and a
willing seller in an arm’s-length transaction after proper marketing wherein the parties
had each acted knowledgeably, prudently and without compulsion.”
Our valuation has been made on the assumption that the owner sells the property
on the open market without the benefit of a deferred terms contract, leaseback, joint
venture, management agreement or any similar arrangement which would serve to affect
the value of the property interest.
In valuing the subject property, we have adopted the Comparison Method of
valuation. The Comparison Method of valuation seeks to derive the market value of
property interest by making reference to recent transaction prices and asking price if
relevant of similar properties at similar locations. Appropriate adjustments have been
made between the comparables and the subject property for all the relevant factors.
APPENDIX I VALUATION REPORT ON THE PROPERTY
– 19 –
We have caused searches to be made at the Urban Land Registry. However, we have
not searched the original documents to verify ownership or to verify any lease amendments.
All documents and leases have been used as reference only and all dimensions,
measurements and areas are approximate. Unless otherwise stated, the conversion factor
of 1 square metre to 10.764 square feet is adopted.
Whilst we have carried out an internal and external inspection of the property, we
have not carried out a structural survey and it was not possible to inspect the wood work
and other parts of the structure which were covered, unexposed or inaccessible. We are
therefore, unable to report that the property is free from any structural defects.
No allowance has been made in our report for any charges, mortgages or amounts
owing on any property nor for any expenses or taxation which may be incurred in effecting
a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances,
restrictions and outgoings of an onerous nature which could affect its value.
Our valuations have been prepared in accordance with the HKIS Valuation Standards
On Properties (1st Edition 2005), the relevant provisions in the Companies Ordinance and
the Rules Governing The Listing Of Securities On The Stock Exchange Of Hong Kong
Limited (Main Board).
We attach herein our Summary of Valuation and our Valuation Certificate.
Yours faithfully,
For and on behalf of
A.G. WILKINSON & ASSOCIATES
Lam Chun Chiu Ringo
Registered Professional Surveyor (GP)
BSc(Hons) MCIREAA, MHKIS, MRICS
Director
Valuation Department
RL/AL/jy
Note: Mr. Lam Chun Chiu Ringo is a Registered Professional Surveyor in the Hong Kong Special Administration
Region. He is a Professional member of three professional bodies, namely the China Institute of Real
Estate Appraisers and Agents, Hong Kong Institute of Surveyors and Royal Institution of Chartered
Surveyors. Mr. Lam joined A.G. WILKINSON & ASSOCIATES since 1995 and he has about 16 years of
post-qualification experience in valuing properties in Hong Kong.
APPENDIX I VALUATION REPORT ON THE PROPERTY
– 20 –
SUMMARY OF VALUATION
Market Value
as at
Property 21 December 2007
The whole of 16th Floor (Offices A and B), HK$36,000,000
17th Floor (Offices A and B) and
18th Floor (Offices A and B)
First Commercial Building
Nos. 33-35 Leighton Road
Hong Kong
Total: HK$36,000,000
Note: The subject property was valued at HK$36,000,000 (THIRTY SIX MILLION HONG KONG DOLLARS)
by External Valuer, A.G. Wilkinson & Associates (Surveyors) Limited, as at 21 December 2007, on the
basis of Market Value, in accordance with the HKIS Valuation Standards On Properties (1st Edition
2005), the relevant provisions in the Companies Ordinance and the Rules Governing The Listing Of
Securities On The Stock Exchange OF Hong Kong Limited (Main Board).
APPENDIX I VALUATION REPORT ON THE PROPERTY
– 21 –
Market Value
As at
Property Description and Tenure Particulars of Occupancy 21 December 2007
The whole of 16th Floor
(Offices A and B)
17th Floor
(Offices A and B) and
18th Floor
(Offices A and B)
First Commercial
Building
Nos. 33–35
Leighton Road
Hong Kong
12/121 shares of and in
Sub-section 1 of Section A
and the Remaining
Portion of Section A of
Inland Lot No. 733
The property comprises the
entire floor of 16th, 17th
and 18th Floors of a
23-storey commercial
building. The building was
completed in 1980.
The property has a total
saleable area of
approximately 4,860 square
feet (451.50 square metre) of
which breakdown is as
follows:–
Floor/Unit Saleable Area
sq.ft. sq.m.
16A 810 75.25
16B 810 75.25
17A 810 75.25
17B 810 75.25
18A 810 75.25
18B 810 75.25
Total: 4,860 451.50
– or thereabouts –
The property is held from
the Government under
Government Lease for
common lease term of 999
years from 25 June 1861.
The annual government
rent payable for the subject
property is nominal.
The property is currently
zoned for commercial/
residential use with regard
to town planning. There is
no right of pre-emption nor
any option materially
affecting the property.
We are informed that the
property is subject to a
tenancy agreement signed
between “Negotiator
Consultants Limited”
(Landlord) and “E. Bon
Building Materials
Company Limited”
(Tenant) for a lease term
commencing from 20
March 2006 to 19 March
2009 at a monthly rental
of HK$88,000, exclusive of
rates, management fee
and air-conditioning
charges, with option to
renew for 3 years (see
Note: No. 2)
HK$36,000,000
Notes:
1. The registered owner of the property is Negotiator Consultants Limited vide Memorial No. UB8055587
dated 20 March 2000.
2. In accordance with the provided information, the existing tenant (E. Bon Building Materials Company
Limited) is a subsidiary Company of E. Bon Holdings Limited (“the Company”). After the acquisition,
the subject property will be occupied by a company under an inter-company leasing arrangement
within the same group and therefore, should be valued as owner-occupied property.
APPENDIX II GENERAL INFORMATION
– 22 –
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the
purpose of giving information with regard to the Company. The Directors collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief there are no other facts the omission of which would make any
statement herein misleading.
DISCLOSURE OF INTERESTS
(i) Interests and short positions of the Directors or chief executive of the Company
in the Shares, underlying shares and debentures of the Company and its associated
corporations
As at the Latest Practicable Date, the interests and short positions of the Directors
and chief executive of the Company in the Shares, underlying shares and debentures of
the Company and its associated corporations (within the meaning of part XV of the SFO),
which were required to be notified to the Company and the Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they
were taken or deemed to have under such provisions of the SFO), or which were required,
pursuant to section 352 of the SFO, to be entered in the register referred to therein, or
which were required, pursuant to the Model Code for Securities Transactions by Directors
of Listed Issuers contained in the Listing Rules, to be notified to the Company and the
Stock Exchange, were as follows:
(a) Long positions in the Shares
Approximate
Nature of No. of percentage
Name of Director interest Shares held of interest
Tse Sun Fat Personal/via his 11,952,471 5.98%
ownership in a
BVI company
Tse Sun Po Personal/via his 14,257,592 7.13%
ownership in a
BVI company
Tse Sun Lung Personal 8,202,000 4.10%
Yick Kai Chung Personal 4,850,800 2.43%
APPENDIX II GENERAL INFORMATION
– 23 –
The following is the Directors’ beneficial holding of interests in the shares of
the Vendor:
Approximate
percentage
Name of Director Capacity Nature of interest of interest
Tse Sun Fat Director Personal/via his 8.54%
ownership in a
BVI company
Tse Sun Po Director Personal/via his 10.19%
ownership in a
BVI company
Tse Sun Lung Director Personal 6.05%
Yick Kai Chung Shareholder Personal 4.80%
(b) Long positions in underlying shares of equity derivatives of the Company
As at the Latest Practicable Date, none of the Directors had long position in
underlying shares of equity derivatives of the Company.
(c) Short positions in the Shares and underlying shares of equity derivatives of the
Company
As at Latest Practicable Date, none of the Directors had short position in the
Shares or underlying shares of equity derivatives of the Company.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or
chief executive of the Company had any interest or short position in the Shares, underlying
shares or debentures of the Company or any of its associated corporations (within the
meaning of Part XV of the SFO) which were required to be notified to the Company and
the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including
interests and short positions which they were taken or deemed to have under such
provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be
entered in the register maintained by the Company referred to therein, or which were
required, pursuant to the Model Code for Securities Transactions by Directors of Listed
Issuers contained in the Listing Rules, to be notified to the Company and the Stock
Exchange.
APPENDIX II GENERAL INFORMATION
– 24 –
(ii) Interests and short positions of substantial Shareholders in the Shares, underlying
shares of the Company and its associated corporations
As at the Latest Practicable Date, so far as was known to or could be ascertained
after reasonable enquiry by the Directors, the persons (not being a Director or chief
executive of the Company) who had an interest or short position in the Shares and
underlying shares of the Company which would fall to be disclosed to the Company
under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or
indirectly, interested in 10% or more of the nominal value of any class in the Company
were as follows:
(a) Long positions in the Shares, underlying shares of equity derivatives of the Company
Approximate
Nature of No. of percentage
Name of Shareholder interest Shares held of interest
Universal Star Group Limited Corporate 34,662,169 17.33%
Happy Voice Limited Corporate 24,502,568 12.25%
(b) Short positions in the Shares, underlying shares of equity derivatives of the Company
So far as the Directors are aware of, no persons had short positions in the
Shares or underlying shares of equity derivatives of the Company as at the Latest
Practicable Date.
Save as disclosed above, as at the Latest Practicable Date, the Directors and chief
executive of the Company were not aware of any other person (other than the Directors
and chief executive of the Company) who had any interest or short position in the Shares
and underlying shares of the Company or any of its associated corporations which would
fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV
of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal
value of any class of share capital of the Company.
(iii) Interests in assets of the Group
As at the Latest Practicable Date, none of the Directors, other than those disclosed
in this acquisition of the Property as set out in this circular, had any direct or indirect
interest in any assets which had been, since 31 March 2007, the date of which the latest
published audited financial statements of the Group were made up, acquired or disposed
of by, or leased to, any member of the Group, or were proposed to be acquired or disposed
of by, or leased to, any member of the Group.
APPENDIX II GENERAL INFORMATION
– 25 –
(iv) Interests in contracts of the Company
None of the Directors was materially interested in any contract or arrangement
subsisting as at the Latest Practicable Date which was significant in relation to the business
of the Group taken as a whole.
(v) Interests in competing business
As at the Latest Practicable Date, none of the Directors and his/her respective
associates had an interest in a business apart from the Company’s business which competes
or is likely to compete, either directly or indirectly, with the Company’s business.
MATERIAL ADVERSE CHANGE
The Directors are not aware of any material adverse change in the financial or
trading position of the Group since 31 March 2007, the date of which the latest published
audited financial statements of the Group were made up.
LITIGATION
As at the Latest Practical Date, no member of the Group was engaged in any litigation
or claims of material importance and, so far as the Directors are aware, no litigation or
claim of material importance was pending or threatened against any member of the Group
other than those disclosed as follows:
In August 2001, a subsidiary of the Company (the “Subsidiary”) sued one of its
customers (the “Defendant”) for recovery of an amount of approximately HK$5,333,000 in
respect of goods sold and delivered to the Defendant. In September 2001, the Defendant
filed a counter-claim in a sum of approximately HK$6,148,000 against the Subsidiary for
the alleged losses and damages as a result of the alleged breach of the supply agreement
entered into between the Defendant and the Subsidiary. The case is now in the stage
where the parties’ expert reports are to be exchanged and the directors of the Company,
on the basis of the independent legal advice obtained, consider the Subsidiary has a good
arguable case against the Defendant for the counter-claim and accordingly no provision in
respect of the debt due or the amount of the counter-claim has been made in the financial
statements of the Group.
SERVICE CONTRACTS
Each of Mr. Tse Sun Fat, Mr Tse Sun Po, and Mr. Tse Sun Lung has entered into a
service contract with the Company for a term of three years commencing on 1 March 2000
and continuing thereafter unless terminated by either party with at least three months
advance notice in writing.
Mr. Lau Shiu Sun has entered into a service contract with the Company for a term
of three years commencing 10 December 2001 and will continue thereafter unless terminated
by either party by at least three months advance notice in writing.
APPENDIX II GENERAL INFORMATION
– 26 –
As at the Latest Practicable Date, none of the Directors had entered or proposed to
enter into a service contract with any member of the Group which is not terminable by the
employer within one year without payment of compensation (other than statutory
compensation).
EXPERTS AND CONSENTS
The followings are the qualifications of the experts who have given their opinion or
advice as contained in this circular:
Name Qualification
South China Capital a licensed corporation to carry out type 6 (advising on
corporate finance) regulated activity as set out in
Schedule 5 to the SFO
AG Wilkinson an independent qualified property valuer
As at the Latest Practicable Date, South China Capital and AG Wilkinson had no
shareholding interest in any member of the Group or the right (whether legally enforceable
or not) to subscribe for or to nominate persons to subscribe for securities in any member
of the Group.
As at the Latest Practicable Date, South China Capital and AG Wilkinson were not
interested, directly or indirectly, in any assets which have been, since 31 March 2007 (the
date of which the latest published audited financial statements of the Group were made
up), acquired or disposed of by or leased to any member of the Group, or were proposed
to be acquired or disposed of by or leased to any member of the Group.
South China Capital and AG Wilkinson have given and have not withdrawn their
written consents to the issue of this circular with the inclusion herein of their letter and
reference to their names in the form and context in which they appear. The letter from
South China Capital is given as at the date of this circular for incorporation herein. The
valuation report from AG Wilkinson is given as at the date of this circular for incorporation
herein.
GENERAL
(a) The registered address of the Company is at Cricket Square, Hutchins Drive, PO
Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(b) The head office and principal place of business of the Company in Hong Kong is at
16th–18th Floor, First Commercial Building, 33 Leighton Road, Causeway Bay, Hong
Kong.
(c) The share registrar and transfer office of the Company is Tricor Abacus Limited at
26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.
APPENDIX II GENERAL INFORMATION
– 27 –
(d) The company secretary and qualified accountant of the Company is Mr. IP Fu Wa,
Benthony, who is a Certified Public Accountant and a member of the Institute of
Chartered Accountants in England and Wales.
(e) The English text of this circular shall prevail over the Chinese text.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection at office of the
Company at 16th Floor, First Commercial Building, 33 Leighton Road, Causeway Bay,
Hong Kong during normal business hours on any Business Day from the date of this
circular up to and including the date of the EGM:
(a) the Provisional Sale and Purchase Agreement;
(b) the service contracts referred to under the section headed “Service contracts”
in this appendix; and
(c) the lease agreement entered into between E. Bon Building Materials Company
Limited and the Vendor dated 11 July 2006.
NOTICE OF EGM
– 28 –
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 599)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of
E. Bon Holdings Limited (the “Company”) will be held on Monday, 25 February 2008, at
10:00 a.m., at Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai,
Hong Kong for the purpose of considering, and if thought fit, passing the following
resolution (with or without modifications) by way of poll as ordinary resolution of the
Company:
ORDINARY RESOLUTION
“THAT:
(i) the acquisition of the premises situated at 16th–18th Floor, First Commercial
Building, 33 Leighton Road, Causeway Bay, Hong Kong (the “Property”) be
and is hereby approved;
(ii) the Provisional Sale and Purchase Agreement (as defined in the circular of
which this notice forms part (the “Circular”)) dated 2 January 2008 entered
into between Asia Bon Company Limited, the wholly-owned subsidiary of the
Company and Negotiator Consultants Limited in relation to purchase of the
Property (a copy of the Provisional Sale and Purchase Agreement has been
produced to the meeting marked “A” and signed by the chairman of the
meeting for the purpose of identification) and the transactions contemplated
therein be and are hereby approved, confirmed and ratified in all respects;
and
(iii) any one of the directors of the Company be and is hereby authorised to take all
actions and to sign, execute and deliver all such agreement, instruments and
deeds, for and on behalf of the Company and of Asia Bon Company Limited as
he may in his discretion consider fit or desirable for the purpose of effecting the
acquisition of the Property from Negotiator Consultants Limited.”
On order of the Board
E. Bon Holdings Limited
Lau Shiu Sun
Executive Director
Hong Kong, 23 January 2008
NOTICE OF EGM
– 29 –
Registered office: Head office and principal place of
Cricket Square business in Hong Kong:
Hutchins Drive 16th–18th Floor
P. O. Box 2681 First Commercial Building
Grand Cayman KY1-1111 33 Leighton Road
Cayman Islands Causeway Bay
Hong Kong
Notes:
1. A form of proxy for use at the meeting is enclosed.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her
attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under
the hand of any officer, attorney or other person authorised to sign the same.
3. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint
one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
4. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if
any) under which it is signed, or a certified copy of such authority, must be deposited at the office of
the Company’s Branch Registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road
East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the
meeting or adjourned meeting, as the case may be.
5. As at the date of this notice, the executive directors of the Company are Mr. Tse Sun Fat, Mr. Tse Sun Po,
Mr. Tse Sun Lung, Mr. Yick Kai Chung, Mr. Lau Shiu Sun and Mr. Fung Cheuk Hang Jackie, and the
independent non-executive directors of the Company are Mr. Leung Kwong Kin J.P., Mr. Wong Wah
and Mr. Wan Sze Chung.
6. The translation in Chinese language of this notice is for reference only. In case of any inconsistency, the
English version shall prevail.
DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION: ACQUISITION OF PROPERTY |
