The Directors jointly and severally accept full responsibility for the accuracy of the information contained in
this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, their
opinions expressed in this announcement have been arrived at after due and careful consideration and there are
no other facts not contained in this announcement the omission of which would make any of their statements in
this announcement misleading.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 128)
DISCLOSEABLE TRANSACTION
DISPOSAL OF INTEREST IN AN ASSOCIATED COMPANY
On 17 December 2007, 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) to be satisfied wholly in cash by instalments.
The consideration 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.
Pursuant to Rule 14.06 of the Listing Rules, the Disposal constitutes a discloseable
transaction for the Company under Chapter 14 of the Listing Rules. A circular containing
details of the Disposal will be despatched to the Shareholders as soon as practicable.
THE SHARE TRANSFER AGREEMENT DATED 17 DECEMBER 2007
Parties:-
Vendor: Lion Dragon Limited, a wholly-owned subsidiary of the Company
Purchaser: Jiangxiaodan, a PRC resident
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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;
(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.
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.
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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.
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 IMPLICATIONS
Pursuant to Rule 14.06 of the Listing Rules, the Disposal constitutes a discloseable
transaction for the Company. A circular containing details of the Disposal will be despatched
to the Shareholders as soon as possible.
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DEFINITIONS
The following defined terms are used in this announcement:
“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
“Board”
the Board of Directors
“Company” ENM Holdings Limited, the issued shares of which are
listed on the Main Board of the Stock Exchange
“Consideration” RMB12,000,000 (equivalent to approximately
HK$12,720,000), being the consideration for the Relevant
Interest
“Director” director of the Company
“Disposal” the sale of the Relevant Interest to the Purchaser under the
Share Transfer Agreement
“Group” the Company and its subsidiaries
“Lion Dragon”
Lion Dragon Limited, a company incorporated in British
Virgin Islands and a wholly owned subsidiary of the
Company
“Listing Rules” the Rules Governing the Listing of the Securities on the
Stock Exchange
“Purchaser”
Jiangxiaodan, a PRC resident
“Relevant Interest”
a 10% equity interest in Smartdot
“Share Transfer
Agreement”
the Share Transfer Agreement dated 17 December 2007
entered into between Lion Dragon and the Purchaser for
the sale and purchase of the Relevant Interest
“Shareholders” shareholders of the Company
“Stock Exchange” the Stock Exchange of Hong Kong Limited
“PRC” the Peoples' Republic of China excluding Hong Kong,
Macau and Taiwan for the purpose of this announcement
“HK$” Hong Kong dollar, the lawful currency of Hong Kong
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“RMB” Renminbi, the lawful currency of the PRC
An exchange rate of RMB1.00 to HK$1.06 has been adopted in this announcement for
illustration purposes.
For and on behalf of
ENM Holdings Limited
Joseph Wing Kong LEUNG
Chairman
Hong Kong, 17 December 2007
As at the date of this announcement, the Executive Directors are Mr. Joseph Wing Kong
LEUNG (Chairman), Mr. James C. NG (Chief Executive Officer), Mr. Derek Wai Choi
LEUNG and Mr. Wing Tung YEUNG, the Non-executive Director is Mr. Raymond Wai Pun
LAU, and the Independent Non-executive Directors are Dr. Cecil Sze Tsung CHAO, Dr. Jen
CHEN and Mr. Ian Grant ROBINSON.
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Disposal of Interest in an Associated Company |
