Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
金榜集團控股有限公司
(Incorporated in Hong Kong with limited liability)
(Stock code: 00172)On 15 January 2016, Perfect Honour, a wholly-owned subsidiary of the Company, entered into the Hong Kong Underwriting Agreement with China Rongzhong, its executive directors, Alliance Capital, First Shanghai, Haitong and Huatai. Under the Hong Kong Underwriting Agreement, the Hong Kong Underwriters would, subject to certain conditions, severally but not jointly, agree, inter alia, to subscribe or procure subscribers for their respective applicable proportions of the Hong Kong Offer Shares being offered pursuant to the Hong Kong Public Offering.
Each of China Rongzhong and its executive directors has agreed, inter alia, to jointly and severally indemnify the Sole Sponsor, the Joint Global Coordinators and the Hong Kong Underwriters for certain losses which they may suffer, including losses arising from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach by China Rongzhong, its executive directors and Perfect Honour of the Hong Kong Underwritng Agreement (the "Hong Kong Public Offering Underwriting Losses").
Pursuant to the Hong Kong Underwriting Agreement, Perfect Honour has agreed that if any of the Hong Kong Public Offering Underwriting Losses cannot be fully indemnified by China Rongzhong and its executive directors, and written notice containing reasonable particulars in relation to remaining amount of the Hong Kong Public Offering Underwriting Losses has been delivered to Perfect Honour by an indemnified party within nine months from the Listing Date, it will indemnify the Sole Sponsor, the Joint Global Coordinators and the Hong Kong Underwriters for such remaining amount (the "Hong Kong Public Offering Indemnity"). The total liability of Perfect Honour under the Hong Kong Underwriting Agreement shall not exceed the amount equal to the Hong Kong Offer Shares times the Offer Price times Perfect Honour's shareholding in China Rongzhong immediately prior to the Listing, which is 47.935%.
PROVISION OF INDEMNITY UNDER THE INTERNATIONAL UNDERWRITING AGREEMENTOn 21 January 2016 (after trading hours), Perfect Honour entered into the International Underwriting Agreement with China Rongzhong, its executive directors, Alliance Capital, First Shanghai, Haitong and Huatai. Under the International Underwriting Agreement, the International Underwriters would, subject to certain conditions, severally but not jointly, agree, inter alia, to purchase themselves or through their respective affiliates, or to procure purchasers and subscribers to purchase, their respective applicable proportions (as set out in the International Underwriting Agreement) of the International Placing Shares being offered pursuant to the International Placing.
Each of China Rongzhong and its executive directors has agreed, inter alia, to jointly and severally indemnify the Sole Sponsor, the Joint Global Coordinators and the International Underwriters for certain losses which they may suffer, including losses arising from their performance of their obligations under the International Underwriting Agreement and any breach by China Rongzhong, its executive directors and Perfect Honour of the International Underwritng Agreement (the "International Placing Underwriting Losses").
Pursuant to the International Underwriting Agreement, Perfect Honour agreed that if any of the International Placing Underwriting Losses cannot be fully indemnified by China Rongzhong and its executive directors, and written notice containing reasonable particulars in relation to remaining amount of the International Placing Underwriting Losses has been delivered to Perfect Honour by an indemnified party within nine months from the Listing Date, it will indemnify Alliance Capital and First Shanghai for such remaining amount (the "International Placing Indemnity", together with the Hong Kong Public Offering Indemnity are referred to as the "Indemnities").
The total liability of Perfect Honour under the International Underwriting Agreement and the Hong Kong Underwriting Agreement shall not exceed the amount equals to the 100,000,000 China Rongzhong Shares times the Offer Price times Perfect Honour's shareholding in China Rongzhong immediately prior to the Listing, which is 47.935%. Based on the maximum Offer Price, the maximum liability of Perfect Honour shall not exceed the amount of HK$118,878,800.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Mr. Xie Xiaoqing, Mr. Li Fan, Alliance Capital, First Shanghai, Haitong and Huatai are Independent Third Parties.
As one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregate maximum potential liability of Perfect Honour under the Indemnities exceeds 5% but less than 25% and all other applicable percentage ratios are less than 5%, the provision of the Indemnities pursuant to the Hong Kong Underwriting Agreement and the International Underwriting Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. Therefore, it is subject to the reporting and announcement requirements.
References are made to the announcements of the Company dated 30 June 2015, 31 December 2015, 4 January 2016 and 18 January 2016 (the "Announcements") in relation to the Proposed Listing. Unless otherwise specified, capitalised terms in this announcement shall have the same meanings given to them in the Announcements.
PROVISION OF INDEMNITY UNDER THE HONG KONG UNDERWRITING AGREEMENTOn 15 January 2016, Perfect Honour entered into the Hong Kong Underwriting Agreement with China Rongzhong, its executive directors, Alliance Capital, First Shanghai, Haitong and Huatai. Under the Hong Kong Underwriting Agreement, the Hong Kong Underwriters would, subject to certain conditions, severally but not jointly, agree, inter alia, to subscribe or procure subscribers for their respective applicable proportions of the Hong Kong Offer Shares being offered pursuant to the Hong Kong Public Offering.
Each of China Rongzhong and its executive directors has agreed, inter alia, to jointly and severally indemnify the Sole Sponsor, the Joint Global Coordinators and the Hong Kong Underwriters for certain losses which they may suffer, including losses arising from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach by China Rongzhong, its executive directors and Perfect Honour of the Hong Kong Underwritng Agreement.
China Rongzhong and its executive directors (as first indemnifying parties); and
Perfect Honour (as second indemnifying party)
Pursuant to the Hong Kong Underwriting Agreement, Perfect Honour has agreed that if any of the Hong Kong Public Offering Underwriting Losses cannot be fully indemnified by China Rongzhong and its executive directors, and written notice containing reasonable particulars in relation to remaining amount of the Hong Kong Public Offering Underwriting Losses has been delivered to Perfect Honour by an indemnified party within nine months from the Listing Date, it will indemnify the Sole Sponsor, the Joint Global Coordinators and the Hong Kong Underwriters for such remaining amount. The total liability of Perfect Honour under the Hong Kong Underwriting Agreement shall not exceed the amount equal to the Hong Kong Offer Shares times the Offer Price times Perfect Honour's shareholding in China Rongzhong immediately prior to the Listing, which is 47.935%.
PROVISION OF INDEMNITY UNDER THE INTERNATIONAL UNDERWRITING AGREEMENTOn 21 January 2016 (after trading hours), Perfect Honour entered into the International Underwriting Agreement with China Rongzhong, its executive directors, Alliance Capital, First Shanghai, Haitong and Huatai. Under the International Underwriting Agreement, the International Underwriters would, subject to certain conditions, severally but not jointly, agree, inter alia, to purchase themselves or through their respective affiliates, or to procure purchasers and subscribers to purchase, their respective applicable proportions (as set out in the International Underwriting Agreement) of the International Placing Shares being offered pursuant to the International Placing.
Each of China Rongzhong and its executive directors has agreed, inter alia, to jointly and severally indemnify the Sole Sponsor, the Joint Global Coordinators and the International Underwriters for certain losses which they may suffer, including losses arising from their performance of their obligations under the International Underwriting Agreement and any breach by China Rongzhong, its executive directors and Perfect Honour of the International Underwritng Agreement.
China Rongzhong and its executive directors (as first indemnifying parties); and
Perfect Honour (as second indemnifying party)
Pursuant to the International Underwriting Agreement, Perfect Honour has agreed that if any of the International Placing Underwriting Losses cannot be fully indemnified by China Rongzhong and its executive directors, and written notice containing reasonable particulars in relation to remaining amount of the International Placing Underwriting Losses has been delivered to Perfect Honour by an indemnified party within nine months from the Listing Date, it will indemnify Alliance Capital and First Shanghai for such remaining amount.
The total liability of Perfect Honour under the International Underwriting Agreement and the Hong Kong Underwriting Agreement shall not exceed the amount equals to the 100,000,000 China Rongzhong Shares times the Offer Price times Perfect Honour's shareholding in China Rongzhong immediately prior to the Listing, which is 47.935%. Based on the maximum Offer Price, the maximum liability of Perfect Honour shall not exceed the amount of HK$118,878,800.
Goldbond Group Holdings Limited issued this content on 2016-01-21 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 01:19:07 UTC
Original Document: http://www.goldbondgroup.com/ggh/eng/Announcements/21Jan2016RZ_DiscloseableTranf.pdf
