CFCG - China First Capital Group Ltd.

02/26/2018 | Press release | Distributed by Public on 02/26/2018 08:15

(I) COMPLETION OF DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF SHARES IN SJW INTERNATIONAL AND ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE; AND (II)[...]

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.

CHINA FIRST CAPITAL GROUP LIMITED ʕ਷࠯છණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1269)

(I) COMPLETION OF DISCLOSEABLE TRANSACTION

IN RELATION TO ACQUISITION OF SHARES

IN SJW INTERNATIONAL

AND ISSUE OF CONSIDERATION SHARES

UNDER GENERAL MANDATE; AND

(II) COMPLETION OF SHARE TRANSACTION

IN RELATION TO ACQUISITION OF 100% EQUITY INTEREST

IN KAIFENG TIANTAI CULTURE MEDIA LIMITED

AND ISSUE OF CONSIDERATION SHARES

UNDER GENERAL MANDATE

(I) COMPLETION OF DISCLOSEABLE TRANSACTION IN RELATION TO

ACQUISITION OF SHARES IN SJW INTERNATIONAL AND ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to the announcements of the Company dated 28 July 2017, 15 August 2017, 27 November 2017, 29 December 2017, 31 January 2018 and 1 February 2018 in relation to, among other things, the acquisition of shares in SJW International. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the announcement of the Company dated 31 January 2018.

Completion

The Board is pleased to announce that the Closing of the acquisition of 500 ordinary shares in the share capital of SJW International, representing 10% of the total issued shares of SJW International, took place on 26 February 2018. The Company has allotted and issued 18,140,000 new Shares (the "SJW Consideration Shares") to the First Seller on 26 February 2018 in accordance with the Amended and Restated Agreement.

The SJW Consideration Shares represent (i) approximately 0.38% of the total issued Shares immediately before Closing; and (ii) approximately 0.37% of the total issued Shares as enlarged by the issue of the SJW Consideration Shares and Tiantai Consideration Shares (as defined below) immediately after Closing.

(II) COMPLETION OF SHARE TRANSACTION IN RELATION TO ACQUISITION

OF 100% EQUITY INTEREST IN KAIFENG TIANTAI CULTURE MEDIA LIMITED AND ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of the Company dated 6 February 2018 in relation to, among other things, the acquisition of 100% equity interest in Kaifeng Tiantai Culture Media Limited* (ක܆˂इ˖ʷෂదϞࠢʮ̡) ("Tiantai Culture"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the announcement of the Company dated 6 February 2018.

Completion

The Board is pleased to announce that the Completion of acquisition of 100% equity interest in Tiantai Culture took place on 26 February 2018. The Company has allotted and issued 76,300,000 new Shares (the "Tiantai Consideration Shares") to Champion Alliance on 26 February 2018 in accordance with the Sale and Purchase Agreement. Upon Completion, Tiantai Culture has become an indirect wholly-owned subsidiary of the Company and the financial results of the Target Group comprising of Tiantai Culture and its wholly owned subsidiary, namely Kaifeng Tiantai Commercial Hotel Limited* (ක܆˂इਠਕৢֳϞࠢʮ̡) will be consolidated into the financial statements of the Group.

The Tiantai Consideration Shares represent (i) approximately 1.60% of the total issued Shares immediately before Completion; and (ii) approximately 1.57% of the total issued Shares as enlarged by the issue of the SJW Consideration Shares and the Tiantai Consideration Shares immediately after Completion.

Effect on Shareholding Structure of the Company

The shareholding structure of the Company immediately before and after the issue of the SJW Consideration Shares and the Tiantai Consideration Shares upon the respective Closing and Completion is set out below:

Immediately before

Immediately after

the issue of the SJW

the issue of the SJW

Consideration Shares and the

Consideration Shares and the

Tiantai Consideration Shares

Tiantai Consideration Shares

Approximate

Approximate

Shares %

Shares %

Shareholders

Hongkong Chuang Yue Co.,

Limited (Note 1)

804,360,000

16.84

804,360,000

16.51

Wealth Max Holdings

Limited (Note 2)

589,520,000

12.34

589,520,000

12.10

Other public Shareholders

3,383,620,000

70.82

3,383,620,000

69.45

The First Seller

-

-

18,140,000

0.37

Champion Alliance

-

-

76,300,000

1.57

4,777,500,000

100.00

4,871,940,000

100.00

Notes:

  • 1. Hongkong Chuang Yue Co., Limited is owned as to 100% by Shenmane.D Co., Limited, which in turn is wholly-owned by Golden Cloud Co., Limited, and which in turn is wholly-owned by Mr. Tang Mingyang, an executive Director.

  • 2. Wealth Max Holdings Limited is owned as to 100% by Dr. Wilson Sea, the Chairman of the Board and an executive Director.

By Order of the Board China First Capital Group Limited

Wilson Sea

Chairman and Executive Director

Hong Kong, 26 February 2018

As at the date of this announcement, the executive Directors are Dr. Wilson Sea, Mr. Tang Mingyang, Mr. Zhao Zhijun, Ms. Li Dan and Dr. Zhu Huanqiang; the non-executive Director is Mr. Li Hua; and the independent non-executive Directors are Mr. Chu Kin Wang, Peleus, Dr. Li Zhiqiang and Mr. Chen Gang.

*

For identification purpose only