Shenguan Holdings (Group) Ltd.

12/07/2017 | Press release | Distributed by Public on 12/07/2017 03:37

Announcements and Notices - Continuing Connected Transaction Renewal of Framework Agreement for the Purchase of Cattle Inner Skin Extension of Long Stop Date

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.

SHENGUAN HOLDINGS (GROUP) LIMITED ग़ڿછٰ€ණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00829)

CONTINUING CONNECTED TRANSACTION RENEWAL OF FRAMEWORK AGREEMENT FOR THE PURCHASE OF CATTLE INNER SKIN

EXTENSION OF LONG STOP DATE

Reference is made to (i) the announcement dated 9 November 2017 of Shenguan Holdings (Group) Limited (the "Company"); and (ii) the circular of the Company dated 6 December 2017 (the "Circular") in relation to, among others, the continuing connected transactions under the Zhiguan Framework Agreement in relation to the supply of cattle inner skin by Guangxi Zhiguan to the Group. Capitalised terms used herein shall bear the same meanings as defined in the Circular unless otherwise stated.

Pursuant to the Zhiguan Framework Agreement, the Zhiguan Framework Agreement is subject to and conditional upon the approval of the Zhiguan Framework Agreement, the Transactions contemplated thereunder and the corresponding Proposed Annual Caps by the Independent Shareholders at the EGM in accordance with the Listing Rules. In the event the said condition precedent cannot be fulfilled on or before 23 December 2017 (or a later date as agreed between the Company and Guangxi Zhiguan) (the "Long Stop Date"), the Zhiguan Framework Agreement shall be terminated, and, except in relation to any default occurred prior to such termination, none of the parties shall have any rights or remedies against the other thereunder.

As additional time is required for the fulfilment of the condition precedent of the Zhiguan Framework Agreement, the Company and Guangxi Zhiguan have entered into a supplemental agreement on 7 December 2017 to extend the Long Stop Date to 31 January 2018 (or a later date as agreed between the Company and Guangxi Zhiguan).

Save for the aforesaid extension of the Long Stop Date, all the other terms and conditions of the Zhiguan Framework Agreement shall remain unchanged and shall continue to be in full force and effect.

By Order of the Board Shenguan Holdings (Group) Limited

Zhou Yaxian

Chairman

Hong Kong, 7 December 2017

As at the date of this announcement, the executive Directors are Ms. Zhou Yaxian, Mr. Shi Guicheng, Mr. Ru Xiquan and Mr. Mo Yunxi; the non-executive Director is Dato' Sri Low Jee Keong; and the independent non-executive Directors are Mr. Tsui Yung Kwok, Mr. Meng Qinguo and Mr. Yang Xiaohu.