E152709A_Speedy Global 1..4 - HKEXnews

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Jul 28, 2015 - Hong Kong Exchanges and Clearing Limited and The Stock ... (Stock Code: 540) .... The English translation
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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 540)

MAJOR TRANSACTION IN RELATION TO THE CONSTRUCTION CONTRACT On 27 July 2015, the PRC Subsidiary, a wholly entered into the Construction Contract with the Contractor has agreed to undertake the Construction factory buildings at Xinmi City, Zhengzhou, Henan of approximately RMB130.84 million.

owned subsidiary of the Company, Contractor pursuant to which the Work relating to the construction of Province, PRC at the Contract Price

Based on the relevant percentage ratios calculations under the Listing Rules, the Construction Contract constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Since no Shareholder is required to abstain from voting if a general meeting was convened to approve the Construction Contract, a written shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Chapter 14 of the Listing Rules. Sky Halo, being the controlling shareholder of the Company holding 327,242,688 Shares, representing approximately 54.54% of the total issued share capital of the Company, has given a written approval to the Construction Contract. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Construction Contract. The circular containing further information in relation to the Construction Contract will be despatched to the Shareholders for information purpose on or before 17 August 2015.

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CONSTRUCTION CONTRACT Date 27 July 2015 Parties 1.

PRC Subsidiary

2.

Contractor

To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, the Contractor is principally engaged in the provision of construction services in the PRC and is a third party independent of the Company and its connected persons (as defined in the Listing Rules). Scope of Construction Work Pursuant to the Construction Contract, the Contractor will be responsible for all engineering, construction and installation work within the scope of the construction drawings relating to the construction of standardized factory buildings at Xinmi City with a total construction area of 87,400 sq.m. Contract Price The total contract price under the Construction Contract is approximately RMB130.84 million. The contract price is subject to adjustment arising from change of construction work or fluctuations in published price of labour and materials in Zhengzhou. The Contract Price shall be paid by installments according to the progress of the Construction Work. Advance payment of approximately RMB13.1 million is required and will be settled by the PRC Subsidiary on or before 3 August 2015. Duration of Construction Work The Construction Work shall be completed within 140 days from the commencement date. REASONS FOR AND BENEFIT OF THE CONSTRUCTION CONTRACT The Group is principally engaged in (i) the apparel supply chain servicing business which offers a wide range of woven wear and knitwear products to a number of owners or agents of global reputable brands, (ii) the apparel retail business operating in the PRC and (iii) property development and investment. Reference is made to the Company’s circular dated 30 April 2015 relating to the acquisition of three pieces of land at Xinmi City. The PRC Subsidiary entered into the Construction Contract as its first phase of developing the said land into industrial premises. It is intended that up to 20% of the factory buildings will be for the Group’s own use and the rest for investment and development purposes.

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The Directors consider that the terms of the Construction Contract are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Based on the relevant percentage ratios calculations under the Listing Rules, the Construction Contract constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Since no Shareholder is required to abstain from voting if a general meeting was convened to approve the Construction Contract, a written shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Chapter 14 of the Listing Rules. Sky Halo, being the controlling shareholder of the Company holding 327,242,688 Shares, representing approximately 54.54% of the total issued share capital of the Company, has given a written approval to the Construction Contract. Accordingly, no general meeting of the Company will be convened for the purpose of approving the Construction Contract. A circular containing further information in relation to the Construction Contract will be despatched to the Shareholders for information purpose on or before 17 August 2015. DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: ‘‘Board’’

the board of Directors

‘‘Company’’

Speedy Global Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

‘‘Construction Contract’’

the construction contract dated 27 July 2015 made between the PRC Subsidiary and the Contractor relating to the Construction Work

‘‘Construction Work’’

the engineering, construction and installation works relating to the construction of factory buildings at Xinmi City pursuant to the Construction Contract

‘‘Contract Price’’

the total contract price for the Construction Work provisionally determined at approximately RMB130.84 million under the Construction Contract

‘‘Contractor’’

河南七建工程集團有限公司 (Henan Qijian Construction Group Co. Ltd.)

‘‘Director(s)’’

director(s) of the Company

‘‘Group’’

the Company and its subsidiaries –3–

‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

‘‘Listing Rules’’

the Rules Governing the Listing of Securities on The Stock Exchange

‘‘PRC’’

the People’s Republic of China

‘‘PRC Subsidiary’’

鄭州迅宏置業有限公司 (Zhengzhou Xunhong Property Co. Ltd.)

‘‘Share(s)’’

ordinary share(s) in the Company of HK$0.10 each

‘‘Shareholders’’

holders of the Shares

‘‘Sky Halo’’

Sky Halo Holdings Limited, the controlling Shareholder of the Company

‘‘sq.m.’’

square meters

‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited By order of the Board Speedy Global Holdings Limited Huang Chih Shen Chairman

Hong Kong, 28 July 2015 As at the date of this announcement, the executive directors of the Company are Mr. Huang Chih Shen, Mr. Chan Hung Kwong, Patrick, Ms. Tang Wai Shan and Mr. Au Wai Shing; the independent non-executive directors of the Company are Mr. Wong Ting Kon, Ms. Pang Yuen Shan, Christina, Mr. Chang Cheuk Cheung, Terence and Dr. Chan Chung Bun, Bunny. The English translation of Chinese names is included for information purposes only and should not be regarded as their official English translation.

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