(Holding) Company Limited

IMPORTANT R.14 R14 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 Hua Lien International (Holding) Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee. R14 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability R14 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 R14 subscribe for the securities of the Company. App HUA LIEN INTERNATIONAL (HOLDING) COMPANY LIMITED R13 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 969) (1) VERY SUBSTANTIAL ACQUISITION IN RESPECT OF THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF SATT; (2) CONTINUING CONNECTED TRANSACTIONS; (3) INCREASE IN AUTHORIZED SHARE CAPITAL; AND (4) SPECIFIC MANDATE TO ISSUE NEW SHARES Financial adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Grand Vinco Capital Limited wholly owned subsidiary of Vinco Financial Group Limited Resolutions will be proposed at the extraordinary general meeting of Hua Lien International (Holding) Company Limited to be held at The Banyan, Level 3, Renaissance Kowloon Hotel, 22 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 20 February 2009 at 12:00 noon to approve the matters referred to in this circular. Whether or not you are able to attend the extraordinary general meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon and return it to the Company’s principal place of business in Hong Kong at Unit 2513A, 25th Floor, 113 Argyle Street, Mongkok, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the extraordinary general meeting or any adjournment thereof should you so wish. 23 January 2009 3rd proof Translator: JE Company Name: Hua Lien (A) Date: 22/01/2009 Job Type: VSA&CCT Cir File name: 01E081201832Important CONTENTS Page Definitions . 1 Letter from the Board . 8 Letter from the Independent Board Committee . 42 Letter from the Independent Financial Adviser . 44 Appendix I – Accountants’ report on SATT . 56 Appendix II – Unaudited pro forma financial information of the Enlarged Group . 79 Appendix III – Financial information of the Group . 91 Appendix IV – Financial information of SATT . 172 Appendix V – Property valuation report . 176 Appendix VI – General information . 187 Notice of EGM . 195 – i – 3rd proof Translator: JE Company Name: Hua Lien (A) Date: 22/01/2009 Job Type: VSA&CCT Cir File name: 02E081201832Contents DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meaning: “Acquisition” or “New the proposed acquisition of the entire interest in SATT from Proposed Acquisition” the Vendor by Jumbo Right “Africa-Asia Investment” Africa-Asia Investment Limited（非亞投資有限公司）, a company incorporated under the laws of British Virgin Islands “African Companies” African Company 1, African Company 2, African Company 3 and African Company 4 “African Company 1” La Sucrerie de COMPLANT de Madagascar（中成馬達加斯加糖業股份有限公司）, a company incorporated in Republic of Madagascar and its issued share capital is owned as to 92% by China Complant and as to 8% by seven individuals as at the date of the Sale and Purchase Agreement “African Company 2” COMPLANT Magbass Sugar Complex Company Limited（中成馬格巴斯糖業有限責任公司）, a company incorporated in Republic of Sierra Leone and its issued share capital is owned as to 99% by Target BVI 1 and as to 1% by Target BVI 2 as at the date of the Sale and Purchase Agreement “African Company 3” La Sucrerie de COMPLANT du Benin（中成貝寧糖業股份有限公司）, a company incorporated in Republic of Benin and its issued share capital is owned as to 99% by Target BVI 1 and as to 1% by Target BVI 2 as at the date of the Sale and Purchase Agreement “African Company 4” Sucrerie Cote Ouest de COMPLANT de Madagascar (Ouest Sucre)（中成馬達加斯加西海岸糖業股份有限公司）, a company incorporated in Republic of Madagascar and its issued share capital is owned as to 63% by China Complant, as to 7% by China National Complete Plant Import & Export Corporation Limited（中成進出口股份有限公司）and as to 30% by Sichuan Africa-Asia Enterprise Co. Limited as at the date of the Sale and Purchase Agreement – 1 – 3rd proof Translator: JE Company Name: Hua Lien (A) Date: 22/01/2009 Job Type: VSA&CCT Cir File name: 03E081201832Definitions DEFINITIONS “Amended Letter of the amended letter of intent dated 25 July 2008 entered into Intent” among the Company, Jumbo Right and the Vendor in respect of the Letter of Intent, the New Proposed Acquisition and the Proposed Acquisition “Board” the board of Directors “Business Day” a day on which banks are open for general banking business in Hong Kong other than (i) a Saturday or Sunday or (ii) a day on which a black rainstorm warning or typical cyclone warning signal number 8 or above is hoisted in Hong Kong at any time between 09:00 a.m. and 12:00 noon or not cancelled before 12:00 noon “BVI” British Virgin Islands “China Complant” China National Complete Plant Import & Export Corporation (Group)（中國成套設備進出口（集團）總公司）, a state- owned company incorporated in the PRC and owns 70% equity interest in the Vendor “Company” Hua Lien International (Holding) Company Limited, a company incorporated in the Cayman Islands with limited liability, with its Shares listed on the main board of the Stock Exchange “Company Due Diligence a due diligence review of the financial condition, legal and Review” business affairs of the Company and to the satisfaction of the Vendor “Company Due Diligence the due diligence period as extended by the Amended Letter of Review Period” Intent up to 31 December 2008 or such other date as the parties thereto may agree “Completion” the completion of the Acquisition “connected person” has the same meaning as defined in the Listing Rules – 2 – 3rd proof Translator: JE Company Name: Hua Lien (A) Date: 22/01/2009 Job Type: VSA&CCT Cir File name: 03E081201832Definitions DEFINITIONS “Consideration Shares” 300,000,000 new Shares to be allotted and issued by the Company at an issue price of HK$0.6 per Share as partial consideration for the Acquisition “Continuing Connected the Tenancy Agreement and the Supply and Service Transaction(s)” Agreement(s) “Conversion Price” HK$0.6 per Share “Conversion Shares” Shares to be issued upon the conversion of the Convertible Notes “Convertible Notes” Tranche 1 Convertible Note and Tranche 2 Convertible Note “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held at The Banyan, Level 3, Renaissance Kowloon Hotel, 22 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 20 February, 2009 at 12:00 noon to approve the matters as set out in the notice of EGM, a copy of which is set out on pages 195 to 197 of this circular “Enlarged Group” the Group as enlarged upon Completion “Group” the Company and its subsidiaries “Hong Kong” Hong Kong Special Administrative Region “Independent Board the independent committee of the Board comprising three Committee” independent non-executive Directors, namely, Dr. Zheng Liu, Mr. Yu Chi Jui and Ms. Li Xiao Wei, which has been formed for the purpose of advising the Independent Shareholders as to the terms of the Supply and Service Agreements and the purposed annual caps in respect thereof “Independent Financial Grand Vinco Capital Limited, a wholly-owned subsidiary of Adviser” Vinco Financial Group Limited and a licensed corporation to advise on business in type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO – 3 – 3rd proof Translator: JE Company Name: Hua Lien (A) Date: 22/01/2009 Job Type: VSA&CCT Cir File name: 03E081201832Definitions DEFINITIONS “Independent Shareholders other than any Shareholder who has a material Shareholders” interest in the continuing connected transactions concerned and its associates “Independent Third Person(s), who are third parties independent of the Company Party(ies)” and its connected persons “Jumbo Right” Jumbo Right Investments Limited, a company incorporated in BVI with limited liability and is wholly owned by the Company “Last Trading Day” 12 November 2008, being the last trading day of the Shares immediately before trading in the Shares was suspended before the issue of the Company’s announcement dated 16 December 2008 “Latest Practicable Date” 21 January 2009, being the latest practicable date prior to the printing of this circular “Letter of Intent” the letter of intent dated 26 February 2008 entered into between the Vendor, Jumbo Right

Load more