YUSEI HOLDINGS LIMITED 友成控股有限公司* (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 96)
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular, the Whitewash Waiver or the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser. If you have sold or transferred all your shares in YUSEI HOLDINGS LIMITED, you should at once hand this document and the accompanying form to the purchaser or to the licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser. The Securities and Futures Commission of Hong Kong, 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. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. YUSEI HOLDINGS LIMITED 友成控股有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 96) (1) CONNECTED TRANSACTION RELATING TO THE SUBSCRIPTION FOR NEW SHARES; (2) APPLICATION FOR WHITEWASH WAIVER; AND (3) NOTICE OF EGM Financial Adviser to the Company First Shanghai Capital Limited Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders REORIENT Financial Markets Limited A letter from the Board is set out on pages 5 to 16 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 17 to 18 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 50 of this circular. A notice convening the EGM to be held at Lin Gang Industrial Zone, Henggengtou Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang Province, the PRC on Wednesday, 7 May 2014 at 3:00 p.m. is set out on pages EGM-1 to EMG-2 of this circular. Whether or not you are able to attend and/or vote at the EGM in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be) should you so wish. * For identification purpose only 14 April 2014 CONTENTS Page DEFINITIONS .................................................... 1 LETTER FROM THE BOARD ........................................ 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .............. 17 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............. 19 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ...... I-1 APPENDIX II – PROPERTY VALUATION ........................ II-1 APPENDIX III – GENERAL INFORMATION ...................... III-1 NOTICE OF EGM ................................................. EGM-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “acting in concert” has the meaning ascribed to it under the Takeovers Code “Announcement” the announcement dated 27 January 2014 made by the Company in relation to, among others, the Subscription Agreement and the transactions contemplated thereunder and the Whitewash Waiver “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” board of Directors “Business Day(s)” a day (excluding Saturday and Sunday) on which licensed banks are generally open for business in Hong Kong throughout their regular business hours “Company” YUSEI HOLDINGS LIMITED (友成控股有限公司*), a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Main Board of the Stock Exchange “Completion” completion of the Subscription “Completion Date” the date when Completion shall take place, being the fifth (5th) business day next following the day on which all the Conditions have been fulfilled, or such other date as may be agreed in writing between the Company and the Subscribers “Conditions” the conditions precedent to Completion, as more particularly set out under the section headed “Conditions of the Subscription” in the Letter from the Board contained in this circular “connected person(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company * For identification purpose only –1– DEFINITIONS “EGM” the extraordinary general meeting of the Company to be convened and held at Lin Gang Industrial Zone, Henggengtou Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang Province, the PRC on Wednesday, 7 May 2014 at 3:00 p.m. to approve the Subscription Agreement and the transactions contemplated thereunder and the Whitewash Waiver, respectively “Executive” the Executive Director of the Corporate Finance Division of the SFC from time to time and any delegate of such Executive Director “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 PRC “Independent Board (i) in relation to that established by the Company Committee” pursuant to the Listing Rules, the independent board committee comprising all independent non-executive Directors, namely Mr. Hisaki Takabayashi, Mr. Fan Xiaoping and Mr. Lo Ka Wai, to advise the Independent Shareholders on the terms of the Subscription Agreement and the transactions contemplated thereunder; (ii) in relation to that established by the Company pursuant to the Takeovers Code, the independent board committee comprising all non-executive Directors other than Mr. Katsutoshi Masuda and Mr. Toshimitsu Masuda, namely Mr. Hisaki Takabayashi, Mr. Fan Xiaoping and Mr. Lo Ka Wai, to advise the Independent Shareholders on the Whitewash Waiver “Independent Financial REORIENT Financial Markets Limited, being the Adviser” independent financial adviser to the Independent Board Committee and Independent Shareholders regarding the Subscription Agreement, the transactions contemplated thereunder and the Whitewash Waiver and a licensed corporation to carry out Type 1 (Dealing in Securities), Type 4 (Advising on Securities), Type 6 (Advising on Corporate Finance) and Type 9 (Asset Management) regulated activities for the purpose of the SFO –2– DEFINITIONS “Independent Shareholders” (i) for the purpose of the Subscription Agreement, Shareholders other than the Subscribers and their respective associates, parties acting or presumed to be acting in concert with Mr. Xu Yong (including Mr. Xu Yue and Yusei Japan) and any other Shareholders who are involved in or interested in the Subscription Agreement and the transactions contemplated thereunder and/or the Whitewash Waiver (ii) for the purpose of the Whitewash Waiver, Shareholders other than Mr. Xu Yong, parties acting or presumed to be acting in concert with him (including Mr. Xu Yue and Yusei Japan) and any other Shareholders who are involved in or interested in the Subscription Agreement and the transactions contemplated thereunder and/or the Whitewash Waiver “Last Trading Day” 22 January 2014, being the last trading day of the Shares on the Stock Exchange before the signing of the Subscription Agreement “Latest Practicable Date” 11 April 2014, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular “Listing Committee” the listing sub-committee of the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Masuda Family” Mr. Katsutoshi Masuda, Mr. Toshimitsu Masuda and Mrs. Echiko Masuda “PRC” the People’s Republic of China, which, solely for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan “SFC” Securities and Futures Commission of Hong Kong “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) –3– DEFINITIONS “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscribers” Mr. Xu Yong, Mr. Manabu Shimabayashi, Mr. Wang Dehong, Mr. Li Yuquan, Mr. Shen Jinjiang, Mr. Yu Mingqi, Mr. Li Qunjin, Mr. Liu Haishu and Mr. Chen Gang “Subscription” the subscription by the Subscribers for the Subscription Shares pursuant to the Subscription Agreement “Subscription Agreement” the conditional subscription agreement dated 22 January 2014 (as amended and supplemented by the Supplemental Agreement) between the Subscribers and the Company relating to the Subscription “Subscription Price” means the subscription price of HK$0.80 per Subscription Share “Subscription Share(s)” new Share(s) to be subscribed by the Subscribers pursuant to the Subscription Agreement “Superview”