consult a licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your securities in ENM Holdings Limited, you should at once hand
this circular to the purchaser or the transferee or to the bank manager, the licensed securities dealer
or other agent through whom the sale or transfer was effected for transmission to the purchaser or the
transferee.
ENM HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 128)
DISCLOSEABLE TRANSACTION
DISPOSAL OF INTEREST IN AN ASSOCIATED COMPANY
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
R14.58(1)
R13.51(A)
7 January 2008
Page
Definitions ............................................................... 1
Letter from the Board ..................................................... 3
Appendix — General information ......................................
| 7 |
| CONTENTS |
| —i— |
In this circular, unless the context otherwise requires, the following expressions have the
following meanings:
“associates” has the meaning ascribed to it under the Listing Rules
“Board” the Board of Directors
“Company” ENM Holdings Limited, the issued shares of which are listed
on the Main Board of the Stock Exchange
“connected persons” has the meaning ascribed to it under the Listing Rules
“Consideration” RMB12,000,000 (equivalent to approximately
HK$12,720,000), being the consideration for the Relevant
Interest
“Director” directors of the Company
“Disposal” the sale of the Relevant Interest to the Purchaser under the
Share Transfer Agreement
“Group” the Company and its subsidiaries
“Latest Practicable Date” 3 January 2008, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
contained herein
“Lion Dragon” Lion Dragon Limited, a company incorporated in British
Virgin Islands and a wholly owned subsidiary of the Company
“Listing Rules” the Rules Governing the Listing of the Securities on the Stock
Exchange
“Purchaser” Jiangxiaodan, a PRC resident
“Relevant Interest” a 10% equity interest in Smartdot
“Share Transfer Agreement” the Share Transfer Agreement dated 17 December 2007
entered into between Lion Dragon and the Purchaser for the
sale and purchase of the Relevant Interest
“Shareholders” shareholders of the Company
DEFINITIONS
— 1 —
App1B(1)
“Smartdot” Beijing Smartdot Technologies Co. Ltd., a company
incorporated in the PRC with limited liability and in which
Lion Dragon has a 20% equity interest immediately prior to
the Disposal
“Stock Exchange” 00 = HK$1.06.
DEFINITIONS
— 2 —
ENM HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 128)
Executive Directors
Mr. Joseph Wing Kong LEUNG (Chairman)
Mr. James C. NG (Chief Executive Officer)
Mr. Derek Wai Choi LEUNG
Mr. Wing Tung YEUNG
Non-executive Director
Mr. Raymond Wai Pun LAU
Independent Non-executive Directors
Dr. Cecil Sze Tsung CHAO
Dr. Jen CHEN
Mr. Ian Grant ROBINSON
Registered office:
Suite 1502, 15th Floor
Chinachem Golden Plaza
77 Mody Road
Tsimshatsui East
Kowloon
Hong Kong
7 January 2008
To the Shareholders
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
DISPOSAL OF INTEREST IN AN ASSOCIATED COMPANY
INTRODUCTION
On 17 December 2007, the Board announced that Lion Dragon, a wholly-owned subsidiary of the
Company, entered into the Share Transfer Agreement to dispose to Jiangxiaodan 10% of the equity
interest in Smartdot at a consideration of RMB12,000,000 (equivalent to approximately
HK$12,720,000).
The Disposal constitutes a discloseable transaction for the Company under Chapter 14 of the
Listing Rules. The purpose of this circular is to provide the Shareholders with further details on the
Disposal and other information as required under the Listing Rules.
LETTER FROM THE BOARD
— 3 —
R2.14
R14.58(3)
R14.60(1)
R14.63(1)
THE SHARE TRANSFER AGREEMENT
Date: 17 December 2007
Parties:
Vendor: Lion Dragon Limited, a wholly-owned subsidiary of the
Company
Purchaser: Jiangxiaodan, a PRC resident
To the best of the Directors’ knowledge, information and
belief having made all reasonable enquiries; (i) save and
except being a shareholder of Smartdot holding
approximately 20% equity interest of Smartdot, the Purchaser
is a third party independent of the Company and its connected
persons and is not a connected person of the Company and (ii)
there was no previous transaction(s) between the Company
and the Purchaser which may require aggregation under Rule
14.22 of the Listing Rules.
Asset to be disposed
Pursuant to the Share Transfer Agreement, Lion Dragon agrees to sell to the Purchaser and the
Purchaser agrees to purchase from Lion Dragon 10% of the equity interest in Smartdot at the
Consideration.
Consideration and payment terms
The consideration payable by the Purchaser shall be RMB12,000,000 (equivalent to
approximately HK$12,720,000) and payable in cash in the following manner:
(i) RMB1,800,000 (equivalent to approximately HK$1,908,000) to be paid within 3 days of the
signing of the Share Transfer Agreement and has been paid as at the Latest Practicable
Date;
(ii) RMB1,800,000 (equivalent to approximately HK$1,908,000) to be paid within 60 days of
the signing of the Share Transfer Agreement;
(iii) RMB3,600,000 (equivalent to approximately HK$3,816,000) to be paid within 270 days of
the signing of the Share Transfer Agreement; and
(iv) RMB4,800,000 (equivalent to approximately HK$5,088,000) to be paid within 24 months
of the signing of the Share Transfer Agreement.
LETTER FROM THE BOARD
— 4 —
R14.58(3)
R14.63(3)
R14.60(2)
R14.58(4)
If the Purchaser shall delay in payment of any instalments for more than 90 days, the Relevant
Interest shall be transferred back to Lion Dragon and all instalments already paid by the Purchaser
shall be retained by Lion Dragon and not refundable to the Purchaser.
The Purchaser has further executed a pledge agreement of the Relevant Interest in favour of Lion
Dragon as security for his obligation under the Share Transfer Agreement.
The consideration of RMB12,000,000 (equivalent to approximately HK$12,720,000) is
determined by reference to (i) the net assets of approximately RMB59,003,000 (equivalent to
approximately HK$62,543,000) of Smartdot as at 31 December 2006; and (ii) the net loss before
taxation of approximately RMB5,742,000 (equivalent to approximately HK$6,087,000) of Smartdot as
per its latest management accounts for the ten months ended 31 October 2007.
REASONS FOR AND BENEFITS OF ENTERING OF THE SHARE TRANSFER
AGREEMENT
The principal activities of the Company are investment holding and securities trading. The
principal activities of its subsidiaries comprise the wholesale and retail of fashion wear and
accessories, telecommunications operations, resort and recreational club operations, investment
holding and securities trading.
Smartdot is engaged in the development of software and solution projects in the PRC. Given the
prevailing keen competition in the software industry in the PRC, the Board considers that it is an
appropriate time to realise part of its investment in Smartdot.
The Board considers the terms of the Share Transfer Agreement are fair and reasonable and the
entering into of the Share Transfer Agreement is in the interests of the Company and the Shareholders
as a whole.
After the Disposal, Lion Dragon continues to hold a 10% equity interest in Smartdot.
LETTER FROM THE BOARD
— 5 —
R14.58(5)
R14.58(7)
R14.58(2)
R14.58(8)
R14.64(5)
INTENDED USE OF PROCEEDS AND FINANCIAL EFFECTS OF THE DISPOSAL
The net proceeds of approximately RMB12,000,000 (equivalent to approximately
HK$12,720,000) received will be used as general working capital of the Group.
The net profit before and after taxation of Smartdot for the two financial years ended 31
December 2006 are as follows:
For the year ended
31 December 2005
For the year ended
31 December 2006
Net profit before taxation RMB7,095,000
(equivalent to
approximately
HK$7,521,000
RMB9,320,000
(equivalent to
approximately
HK$9,879,000
Net profit after taxation RMB6,003,000
(equivalent to
approximately
HK$6,363,000)
RMB8,648,000
(equivalent to
approximately
HK$9,167,000)
The carrying value of the assets to be disposed of in the audited consolidated accounts of the
Company was approximately HK$5,506,000 as at 31 December 2006. Based on the latest management
accounts of Smartdot as at 31 October, 2007, an unaudited net gain from the Disposal is approximately
HK$7,447,000, being the difference between the Consideration less the carrying value of the Relevant
Interest of approximately HK$5,273,000 as at 31 October 2007. The final amount of the gain on the
Disposal is to be determined with reference to the carrying value of the Relevant Interest as at
completion of the Disposal.
LISTING RULES REQUIREMENTS
Pursuant to Rule 14.06 of the Listing Rules, the Disposal constitutes a discloseable transaction
for the Company.
ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendix to this circular.
Yours faithfully,
For and on behalf of the Board
ENM HOLDINGS LIMITED
Joseph Wing Kong LEUNG
Chairman
LETTER FROM THE BOARD
— 6 —
R14.60(3)(b)
R14.70(1)
R14.58(6)
R14.60(3)(a)
R14.70(2)
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of
giving information with regard to the Group. 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, opinions expressed in this
circular have been arrived at after due and careful consideration and there are no other facts
concerning the Group the omission of which would make any statement herein misleading.
2. DISCLOSURE OF INTERESTS
(a) Interests and short positions of directors and chief executive
As at the Latest Practicable Date, the interests and short positions of the Directors and chief
executive of the Company and/or their associates in the shares, underlying shares and debentures
of the Company or any associated corporation (within the meaning of Part XV of the SFO), which
(i) 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 are taken or
deemed to have under such provisions of the SFO), or (ii) were required, pursuant to section 352
of the SFO, to be entered in the register referred to therein, or (iii) were required, pursuant to
the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”)
adopted by the Company, to be notified to the Company and the Stock Exchange, were as
follows:
Long position in the Company’s issued shares
Name of Director
Number of shares
held through a
controlled corporation
Percentage of the
Company’s issued
share capital
Mr. Joseph Wing Kong LEUNG 200,000 0.012%
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief
executive of the Company had any interests or short positions in the shares, underlying shares
or debentures of the Company or any associated corporation (within the meaning of Part XV of
the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant
to Divisions 7 and 8 of Part XV of the SFO or (b) were required to be recorded in the register
kept by the Company pursuant to section 352 of the SFO or (c) as otherwise required to be
notified to the Company and the Stock Exchange pursuant to the Model Code adopted by the
Company.
APPENDIX GENERAL INFORMATION
— 7 —
R14.64
App1B(34)
App1B(38)(1)
App1B(38)(1A)
App1B(2)
(b) Interests of Shareholders discloseable pursuant to the SFO
As at the Latest Practicable Date, so far as was known to the Directors and the chief
executive of the Company, based on the register of interest kept by the Company under Section
336 of the SFO the following are persons (other than a Director or chief executive of the
Company) who had, or were deemed to have, an interest or short position in the shares or
underlying shares of the Company which would fall to be disclosed to the Company and the
Stock Exchange 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 of share capital
carrying rights to vote in all circumstances at general meetings of any other member of the Group
or had any option in respect of such capital:
Long position in the Company’s issued shares
Name
Direct
interests
Indirect
interests
Number of
shares held
Percentage
of the
Company’s
issued share
capital
Diamond Leaf Limited 162,216,503 — 162,216,503 9.8%
Solution Bridge Limited 408,757,642 — 408,757,642 24.8%
Ms. Nina KUNG
(deceased) (note)
— 570,974,145 570,974,145 34.6%
Note: The interest disclosed under Ms. Nina KUNG (deceased) represents her deemed interests in the shares of
the Company by virtue of her interests in Diamond Leaf Limited and Solution Bridge Limited.
Save as disclosed above, the Directors and the chief executive of the Company are not
aware that there is any party who, as at the Latest Practicable Date, had, or deemed to have, an
interest or short positions in the shares or underlying shares of the Company which would fall
to be disclosed to the Company and the Stock Exchange 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 carrying rights to vote in all circumstances at general
meetings of any other member of the Group or had any options in respect of such capital.
(c) Directors’ interest in competing business
As at the Latest Practicable Date, in so far as the Directors were aware, none of the
Directors or their respective associates were interested in any business, which competes or is
likely to compete, either directly or indirectly, with the business of the Group.
APPENDIX GENERAL INFORMATION
— 8 —
App1B(38)(2)
R14.64(8)
(d) Other interests
As at the Latest Practicable Date, none of the Directors had any direct or indirect interest
in any assets which have been since 31 December 2006 (being the date to which the latest
published audited accounts of the Company were made up), (i) acquired or disposed of by; or (ii)
leased to; or (iii) proposed to be acquired or disposed of by; or (iv) proposed to be leased to, any
member of the Group.
None of the Directors was materially interested in any contract or arrangement subsisting
at the Latest Practicable Date which is significant in relation to the business of the Group.
3. CLAIMS AND LITIGATIONS
As at the Latest Practicable Date, no member of the Group was engaged in any litigation or
arbitration of material importance and no litigation or claim of material importance was known to the
Directors to be pending or threatened against any member of the Group.
4. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had entered into any service contract with
any member of the Group which is not determinable by the Group within one year without payment
of compensation, other than statutory compensation.
5. MISCELLANEOUS
(i) The qualified accountant of the Company is Mr. Victor Yiu Keung CHIANG. He is an
associate member of The Institute of Chartered Accountants in England & Wales, and a
fellow member of Hong Kong Institute of Certified Public Accountants and The Association
of Chartered Certified Accountants. Mr. Chiang is also a Certified Public Accountant
practising in Hong Kong.
(ii) The Company Secretary of the Company is Ms. Pui Man CHENG. She is a fellow member
of The Association of Chartered Certified Accountants and an associate member of Hong
Kong Institute of Certified Public Accountants. She is also a member of Institute of
Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered
Secretaries.
(iii) The registered office of the Company is at Suite 1502, 15th Floor, Chinachem Golden
Plaza, 77 Mody Road, Tsimshatsui East, Kowloon, Hong Kong.
(iv) The share registrar of the Company in Hong Kong is Computershare Hong Kong Investor
Services Ltd at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East,
Wan Chai, Hong Kong.
(v) The English text of this circular shall prevail over the Chinese text for the purpose of
interpretation.
APPENDIX GENERAL INFORMATION
— 9 —
App1B(33)
R14.64(7)
App1B(35)
App1B(36)
