Leyou Technologies Holdings Ltd.

10/10/2018 | Press release | Distributed by Public on 10/10/2018 03:50

DISCLOSEABLE AND CONNECTED TRANSACTION - ACQUISITION OF 100% EQUITY INTERESTS IN THE TARGET COMPANIES INDIRECTLY HOLDING PROPERTIES I AND II AND ACQUISITION OF PROPERTY III AND[...]

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Leyou Technologies Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

LEYOU TECHNOLOGIES HOLDINGS LIMITED ᆀ༷߅ҦછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1089)

DISCLOSEABLE AND CONNECTED TRANSACTION -

ACQUISITION OF 100% EQUITY INTERESTS IN THE TARGET COMPANIES INDIRECTLY HOLDING

PROPERTIES I AND II

AND ACQUISITION OF PROPERTY III

AND

CONTINUING CONNECTED TRANSACTION -

TENANCY AGREEMENT

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Trinity Corporate Finance Limited

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 7 to 28 of this circular. A letter from the Independent Board Committee is set out on pages 29 to 30 of this circular. A letter from Trinity Corporate Finance Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders, is set out on pages 31 to 54 of this circular.

A notice convening the EGM to be held at Room 2, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 30 October 2018, at 10:30 a.m., is set out on pages 68 to 71 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed herein.

Whether or not you are able to attend the EGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (i.e. not later than Sunday, 28 October 2018, at 10:30 a.m. (Hong Kong time)) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish. Voting on the proposed resolution at the EGM will be taken by poll.

11 October 2018

CONTENTS

Page

Definitions ...............................................................

1

Letter from the Board ......................................................

7

Letter from the Independent Board Committee .................................

29

Letter from the Independent Financial Adviser .................................

31

55

63

68

Appendix I - Valuation Report on the Properties .............................

Appendix II - General Information .........................................

Notice of EGM ............................................................

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the meanings set out below:

"Acquisition"

collectively, the acquisitions of the Sale Shares, Sale Loans

and Property III

"associate(s)"

has the meaning ascribed to it under the Listing Rules

"BMI Appraisals"

BMI Appraisals Limited, an independent property valuer

engaged for the preparation of the Valuation Report

"Board"

the board of Directors

"BVI"

the British Virgin Islands

"Cindic Holdings"

Cindic Holdings Limited, a company incorporated in Hong

Kong with limited liability and indirectly wholly-owned by

Ms. Wu

"Company"

Leyou Technologies Holdings Limited, a company

incorporated in the Cayman Islands with limited liability,

the shares of which are listed on the Stock Exchange (stock

code: 1089)

"Completion"

collectively, Completion I, Completion II and Completion

III

"Completion I"

completion of the acquisition of Sale Share I and Sale Loan

I pursuant to the terms and conditions of Sale and Purchase

Agreement I

"Completion II"

completion of the acquisition of Sale Share II and Sale

Loan II pursuant to the terms and conditions of Sale and

Purchase Agreement II

"Completion III"

completion of the acquisition of Property III pursuant to the

terms and conditions of Sale and Purchase Agreement III

DEFINITIONS

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Controlling Shareholder"

has the meaning ascribed to it under the Listing Rules and,

in this context, means the controlling shareholder of the

Company, being Mr. Yuk

"Create Sky"

Create Sky Group Limited, a company incorporated in

Hong Kong with limited liability and controlled by Mr. Yuk

"Director(s)"

the director(s) of the Company

"EGM"

the extraordinary general meeting of the Company to be

convened and held for the Shareholders to consider and, if

thought fit, approve, the Sale and Purchase Agreements and

the transactions contemplated thereunder

"Excellent"

EXCELLENT WISH LIMITED, a company incorporated

in Hong Kong with limited liability and an indirect wholly-

owned subsidiary of the Company

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Idea Charm"

Idea Charm Investments Limited, a company incorporated

in Hong Kong with limited liability and a wholly-owned

subsidiary of Target Company I

"Independent Board

the independent committee of the Board comprising Mr. Hu

Committee"

Chung Ming, Mr. Chan Chi Yuen and Mr. Kwan Ngai Kit,

being all the independent non-executive Directors, to advise

the Independent Shareholders as to the Sale and Purchase

Agreements and the transactions contemplated thereunder

DEFINITIONS

"Independent Financial

Trinity Corporate Finance Limited, a licensed corporation

Adviser"

permitted to carry out Type 6 (advising on corporate

finance) regulated activity under the SFO, and the

independent financial adviser appointed for the purpose

of advising the Independent Board Committee and the

Independent Shareholders as to the Sale and Purchase

Agreements and the transactions contemplated thereunder

"Independent Shareholders"

Shareholders other than Mr. Yuk and his associates

"Latest Practicable Date"

4 October 2018, being the latest practicable date prior

to the printing of this circular for ascertaining certain

information for inclusion in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange as amended from time to time

"Mr. Yuk"

Mr. Yuk Kwok Cheung, Charles, the Controlling

Shareholder

"Ms. Wu"

Ms. Wu Laam Anne, wife of Mr. Yuk

"Properties"

collectively, Property I, Property II and Property III

"Property I"

Unit 3206 (Suite 3206 and Suite 3206B), 32nd Floor, Tower

Two, Lippo Centre, 89 Queensway, Admiralty, Hong Kong

"Property II"

Unit 3207, 32nd Floor, Tower Two, Lippo Centre, 89

Queensway, Admiralty, Hong Kong

"Property III"

Unit 3201 (Suite 3201 and Suite 3201A), 32nd Floor,

Tower Two, Lippo Centre, 89 Queensway, Admiralty, Hong

Kong

"Property Charges"

collectively, Property Charge I, Property Charge II and

Property Charge III

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