Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

eSun Holdings Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 571)

JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTION FOR LSG, eSUN AND LAI FUNG (DEEMED DISPOSAL OF 30% INTEREST IN TWO SUBSIDIARIES)

This joint announcement is made pursuant to Rule 14.34 of the Listing Rules by LSG, eSun and Lai Fung and as a voluntary announcement by LSD.

THE INVESTMENTS

Glorious Stand

The LSG Board, the LSD Board, the eSun Board and the Lai Fung Board wish to announce that after trading hours on 31 December 2018, Rosy Commerce, the Investor and Glorious Stand, entered into the GSL Investment Agreement, pursuant to which, (1) Rosy Commerce will subscribe for nine GSL Initial Subscription Shares at the aggregate subscription price of US$9 (equivalent to approximately HK$70) prior to the GSL Completion; (2) the Investor agreed to acquire three GSL Sale Shares from Rosy Commerce at the USD equivalent of approximately RMB7 million (equivalent to approximately HK$8 million); (3) the Investor agreed to subscribe for 27 GSL Subscription Shares at the aggregate subscription price of the USD equivalent of approximately RMB50 million (equivalent to approximately HK$57 million); and (4) Rosy Commerce agreed to subscribe for 63 GSL Subscription Shares at the aggregate subscription price of US$63 (equivalent to approximately HK$493). The GSL Sale Shares acquired, and GSL Subscription Shares subscribed for, by the Investor, in aggregate, will represent 30% of the enlarged issued share capital of Glorious Stand as enlarged by the allotment and issue of the GSL Subscription Shares. The equity interest of Rosy Commerce in Glorious Stand will be diluted from 100% to 70%.

Pursuant to the GSL Investment Agreement, on the GSL Completion Date, Rosy Commerce, Lai Fung, eSun, the Investor and Glorious Stand will enter into the GSL Shareholders'Agreement in relation to the management of affairs of Glorious Stand.

Upon signing of the GSL Shareholders' Agreement, Rosy Commerce, the Investor and Glorious Stand will enter into the GSL Shareholders' Loan Agreement, pursuant to which, Rosy Commerce has agreed to provide USD equivalent of RMB14 million calculated based on the Agreed Exchange Rate (equivalent to approximately HK$16 million), which shall be debited from the GSL Existing Loan on a dollar-for-dollar basis and treated as having been advanced by Rosy Commerce, and the Investor has agreed to provide the USD equivalent of RMB6 million calculated based on the Agreed Exchange Rate (equivalent to approximately HK$7 million) as non-interest-bearing initial shareholders' loans to Glorious Stand.

The GSL Group is principally engaged in the internal build-out, fitting, preparation and operation of themed indoor experience centres under the intellectual property licenses granted by "National Geographic".

Harmonic Run

The LSG Board, the LSD Board, the eSun Board and the Lai Fung Board wish to announce that after trading hours on 31 December 2018, Rosy Commerce, the Investor and Harmonic Run, entered into the HRL Subscription Agreement, pursuant to which, (1) the Investor agreed to subscribe for 30 HRL Subscription Shares at the aggregate subscription price of the USD equivalent of RMB186 million calculated based on the Agreed Exchange Rate (equivalent to approximately HK$212 million); and (2) Rosy Commerce agreed to subscribe for 69 HRL Subscription Shares at the aggregate subscription price of the USD equivalent of approximately RMB314 million calculated based on the Agreed Exchange Rate (equivalent to approximately HK$358 million). The HRL Subscription Shares subscribed for by the Investor will represent 30% of the enlarged issued share capital of Harmonic Run as enlarged by the allotment and issue of the HRL Subscription Shares. The equity interest of Rosy Commerce in Harmonic Run will be diluted from 100% to 70%.

Pursuant to the HRL Subscription Agreement, on the HRL Completion Date, Rosy Commerce, Lai Fung, eSun, the Investor and Harmonic Run will enter into the HRL Shareholders'Agreement in relation to the management of affairs of Harmonic Run.

Upon signing of the HRL Shareholders' Agreement, Rosy Commerce, the Investor and Harmonic Run will enter into the HRL Shareholders' Loan Agreement, pursuant to which, Rosy Commerce has agreed to provide the USD equivalent of RMB70 million calculated based on the Agreed Exchange Rate (equivalent to approximately HK$80 million), which shall be debited from the HRL Existing Loan on a dollar-for-dollar basis and treated as having been advanced by Rosy Commerce, and the Investor has agreed to provide the USD equivalent of RMB30 million calculated based on the Agreed Exchange Rate (equivalent to approximately HK$34 million) as non-interest-bearing initial shareholders' loans to Harmonic Run.

The HRL Group is principally engaged in the internal build-out, fitting, preparation and operation of themed indoor experience centres under the intellectual property licenses granted by "Lionsgate".

Glorious Stand and Harmonic Run will remain as subsidiaries of LSG, LSD, eSun and Lai Fung upon completion of the Investments. The financial results of Glorious Stand and Harmonic Run will continue to be consolidated into Lai Fung's financial statements.

LISTING RULES IMPLICATIONS

The allotment and issue of the GSL Subscription Shares by Glorious Stand and the HRL Subscription Shares by Harmonic Run to the Investor, together with the provision of initial shareholder's loans by the Investor to Glorious Stand and Harmonic Run under the GSL Shareholders' Loan Agreement and HRL Shareholders' Loan Agreement, constituted deemed disposal by LSG, LSD, eSun and Lai Fung under the Listing Rules.

As one or more of the applicable Percentage Ratio(s) in respect of the Transactions, in aggregate, are more than 5% but less than 25% for LSG, eSun and Lai Fung, the Transactions constitute discloseable transaction for LSG, eSun and Lai Fung under the Listing Rules.

Respective shareholders and potential investors of LSG, LSD, eSun and Lai Fung should note that completion of the Transactions are subject to a number of conditions precedent as set out in the sub-sections headed "Conditions Precedent" below, which may or may not be fulfilled, and a number of events of termination as set out in the sub-sections headed "Termination" below. Accordingly, the Transactions may or may not proceed. Rosy Commerce is also subject to buy-back obligations in case certain triggering events as set out in the sections "Buy-back" below occur. Respective shareholders and potential investors of LSG, LSD eSun and Lai Fung are therefore urged to exercise caution when dealing in the shares and/or other securities of LSG, LSD, eSun and Lai Fung.

This joint announcement is made by LSG, eSun and Lai Fung pursuant to Rule 14.34 of the Listing Rules and by LSD as a voluntary announcement.

THE INVESTMENTS

The LSG Board, the LSD Board, the eSun Board and the Lai Fung Board wish to announce that after trading hours on 31 December 2018,

(1)Rosy Commerce, the Investor and Glorious Stand entered into the GSL Investment Agreement in relation to (a) Rosy Commerce's subscription of nine GSL Initial Subscription Shares prior to the GSL Completion; (b) the Investor's investment in Glorious Stand by way of acquisition of three GSL Sale Shares from Rosy Commerce and subscription for 27 GSL Subscription Shares; and (c) Rosy Commerce's subscription for 63 GSL Subscription Shares; and

(2)Rosy Commerce, the Investor and Harmonic Run entered into the HRL Subscription Agreement in relation to the Investor's subscription for 30 HRL Subscription Shares and Rosy Commerce's subscription for 69 HRL Subscription Shares.

Upon completion of the above agreements, Glorious Stand and Harmonic Run will be owned by Rosy Commerce as to 70% and the Investor as to 30% and

  • (1) eSun, Lai Fung, Rosy Commerce, the Investor and Glorious Stand will enter into the GSL Shareholders' Agreement in relation to the management of affairs of Glorious Stand;

  • (2) Rosy Commerce, the Investor and Glorious Stand will enter into the GSL Shareholders' Loan Agreement in relation to the provision of non-interest bearing initial shareholders' loans by Rosy Commerce and the Investor to Glorious Stand upon signing of the GSL Shareholders' Agreement;

  • (3) eSun, Lai Fung, Rosy Commerce, the Investor and Harmonic Run will enter into the HRL Shareholders' Agreement in relation to the management of affairs of Harmonic Run; and

  • (4) Rosy Commerce, the Investor and Harmonic Run will enter into the HRL Shareholders' Loan Agreement in relation to the provision of non-interest-bearing initial shareholders' loans by Rosy Commerce and the Investor to Harmonic Run upon signing of the HRL Shareholders' Agreement.

PRINCIPAL TERMS OF THE AGREEMENTS IN RELATION TO GLORIOUS STAND

Set out below are the principal terms of the GSL Investment Agreement, GSL Shareholders' Agreement and GSL Shareholders' Loan Agreement.

(1)GSL Investment Agreement

Date

After trading hours on 31 December 2018

Parties

  • 1. Rosy Commerce;

  • 2. the Investor; and

  • 3. Glorious Stand.

Subscription of GSL Subscription Shares and sale and purchase of GSL Sale Shares

  • (1) Rosy Commerce has agreed to subscribe for, and Glorious Stand has agreed to allot and issue, nine GSL Initial Subscription Shares to Rosy Commerce prior to the GSL Completion;

  • (2) The Investor has conditionally agreed to purchase, and Rosy Commerce has conditionally agreed to sell, three GSL Sale Shares immediately after the GSL Initial Subscription Shares have been allotted and issued to Rosy Commerce;

  • (3) Rosy Commerce has conditionally agreed to subscribe for and Glorious Stand has conditionally agreed to allot and issue 63 GSL Subscription Shares; and

  • (4) The Investor has conditionally agreed to subscribe for and Glorious Stand has conditionally agreed to allot and issue 27 GSL Subscription Shares.

Subscription Price and Consideration

The aggregate subscription price payable to Glorious Stand for the nine GSL Initial Subscription Shares by Rosy Commerce is US$9 (equivalent to approximately HK$70), which shall be payable by Rosy Commerce in cash or by capitalisation and offset of the USD equivalent of the HKD amount of the GSL Existing Loan at the Agreed Exchange Rate.

The consideration payable by the Investor to Rosy Commerce for the purchase of three GSL Sale Shares shall be USD equivalent of RMB7,000,500.05 calculated based on the Agreed Exchange Rate (equivalent to approximately HK$7,971,000).

The aggregate subscription price payable to Glorious Stand for the GSL Subscription Shares shall be payable by Rosy Commerce and the Investor as follows:

  • (1) US$63 (equivalent to approximately HK$493) shall be paid by Rosy Commerce for the subscription of 63 GSL Subscription Shares in cash or by capitalisation and offset of the USD equivalent of the HKD amount of the GSL Existing Loan at the Agreed Exchange Rate; and

  • (2) USD equivalent of RMB49,999,499.95 calculated based on the Agreed Exchange Rate (equivalent to approximately HK$56,929,000) shall be paid by the Investor for the subscription of 27 GSL Subscription Shares by way of cash, telegraphic transfer or by any other methods as the parties to the GSL Investment Agreement may mutually agree.

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eSun Holdings Limited published this content on 02 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 02 January 2019 00:18:01 UTC