CHINA TAIFENG BEDDINGS HOLDINGS LTD 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.
中國泰豐床品控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 873)Reference is made to (a) the announcement of China Taifeng Beddings Holdings Limited (the 'Company') dated 7 January 2015 (the 'First Announcement') in relation to, among other things, (i) the subscription agreement dated 17 December 2014 (the 'Subscription Agreement') and entered into between the Company, 山東如意科技集團有限公司 (Shandong Ruyi Technology Group Company Limited*) (the 'First Subscriber') and 新疆如意毛紡 織有限公司 (Xinjiang Ruyi Textile Company Limited*) (the 'Second Subscriber', and together with the First Subscriber, the 'Subscribers'), pursuant to which the Subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, new shares of the Company (the 'Subscription'); (ii) the application for the Whitewash Waiver; and (iii) the delay in despatch of the circular in relation to the Subscription Agreement (the 'Circular'); (b) the announcement of the Company dated 31 March 2015 in relation to the further delay in despatch of the Circular; (c) the announcements of the Company dated 30 April 2015, 7 May 2015 and 30 June 2015 in relation to, among other things, the update on the Subscription and further delay in despatch of the Circular (collectively, the 'Update Announcements'); (d) the announcement of the Company dated 7 August 2015 in relation to the conditions for resumption of trading in the shares of the Company imposed by The Stock Exchange of Hong Kong Limited (the 'Stock Exchange'); and (e) the announcement
of the Company dated 31 August 2015 in relation to the further delay in publication of the preliminary results of the Company and its subsidiaries for the year ended 31 December 2014 (the '2014 Annual Results') and the delay in publication of the interim results of the Company and its subsidiaries for the six months ended 30 June 2015 (the '2015 Interim Results').
Unless the context otherwise requires, capitalised terms defined in the First Announcement and the Update Announcements shall have the same meanings when used in this announcement.
As disclosed in the First Announcement, completion of the Subscription is subject to the fulfillment (or, where applicable, waiver) of a number of conditions set out in the Subscription Agreement on or before the Long Stop Date, being 30 June 2015, failure of which the Subscription Agreement will terminate.
As disclosed in the Update Announcements, the Company and the Subscribers have agreed, among other things, that (a) completion of the Subscription will be subject to two additional conditions, namely, (i) the publication of the 2014 Annual Results by the Company on or before 30 September 2015 (the 'First New Condition'); and (ii) the Company and the Subscribers agreeing in writing on whether any changes or supplements to the other terms of the Subscription Agreement are necessary in light of the 2014 Annual Results (the 'Second New Conditions'); and (b) the Long Stop Date will be extended to 30 September 2015.
In view of the failure of the Company to publish the 2014 Annual Results on or before 30 September 2015 and to publish the 2015 Interim Results and the imposition of the conditions for resumption of trading in the shares of the Company by the Stock Exchange, the Company and the Subscribers have agreed that (1) the Long Stop Date will be further extended to 30 November 2015; (2) the First New Condition will be amended to read as: 'the fulfillment by the Company of all the resumption conditions imposed by the Stock Exchange as set out in its letter to the Company dated 6 August 2015, as may be modified or supplemented by the Stock Exchange (the 'Resumption Conditions'), on or before 30 November 2015'; and (3) the Second New Condition will be amended to read as 'the Company and the Subscribers agreeing in writing on whether any changes or supplements to the other terms of the Subscription Agreement are necessary in light of the fulfillment of the Resumption Conditions by the Company'.
FURTHER DELAY IN DESPATCH OF CIRCULARPursuant to Rule 8.2 of the Takeovers Code, the Company is required to despatch the Circular to its shareholders within 21 days after publication of the First Announcement. The Company has previously obtained from the Executive a waiver from strict compliance with Rule 8.2 of the Takeovers Code for the Circular to be despatched on or before 30 September 2015.
With reference to the amended Second New Condition, the Company and the Subscribers will only be able to determine whether any change or supplement to the other terms of the Subscription Agreement is to be made after the amended First New Condition has been satisfied and hence the Circular cannot be finalised before then. On such basis, the Company will apply to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code for the time limit for the despatch of the Circular to be further extended to 30 November 2015 and the Executive has indicated that it is minded to grant the consent thereto.
By order of the Board
China Taifeng Beddings Holdings Limited Liu QingpingChairman
Hong Kong, 30 September 2015
As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. LIU Qingping, Mr. LI Dengxiang, Ms. QI Tongli and Mr. ZOU Shengzhong; and three independent non-executive directors, namely Mr. CHAN Kin Sang, Mr. LI Yuchun and Mr. DAI Shunlin.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, that to the best of their knowledge, 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 statement in this announcement misleading.
|
distributed by
|
