協盛協豐控股有限公司* (Incorporated in the Cayman Islands with Limited Liability) R13.51A (Stock Code: 707)
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action you should take, you should R14.63(2)(b) 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 Co-Prosperity Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no R14.58(1) 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 on the whole or any part of the contents of this circular. CO-PROSPERITY HOLDINGS LIMITED A1B1 協盛協豐控股有限公司* (Incorporated in the Cayman Islands with limited liability) R13.51A (Stock Code: 707) (1) MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF SALE SHARES AND MAJOR DEBTS OF ASIA TELEVISION LIMITED; (2) PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES; AND (3) NOTICE OF EGM Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of the Existing General Mandate A letter from the Independent Board Committee is set out on page 35 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 36 to 46 of this circular. A notice convening an extraordinary general meeting of the Company (the “EGM”) to be held at Rooms 2501-14, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 6 January 2017 at 11:30 a.m. is set out on pages 71 to 73 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office 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 the holding of the EGM. 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 should you so wish. * For identification purpose only 19 December 2016 CONTENTS Page DEFINITIONS . 1 LETTER FROM THE BOARD . 7 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . 35 LETTER FROM AKRON CORPORATE FINANCE . 36 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP . 47 APPENDIX II – FINANCIAL INFORMATION OF THE ATV GROUP . 49 APPENDIX III – VALUATION REPORT ON PREMISES OF ATV . 59 APPENDIX IV – GENERAL INFORMATION . 64 NOTICE OF EGM . 71 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Absolute Star” Absolute Star Limited, a company incorporated in the BVI with limited liability and an Independent Third Party “Acquisition” the acquisition of the Major Debts and the Sale Shares pursuant to the terms and conditions of the Sale and Purchase Agreement “AGM” the annual general meeting of the Company held on 15 June 2016 in which the Shareholders had approved, among other things, the Existing General Mandate “Announcements” the Company’s announcements dated 13 December 2015, 1 February 2016, 30 April 2016, 29 July 2016 and 23 September 2016 “Antenna” Antenna Investment Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party “associate(s)” has the meaning ascribed to it under the Listing Rules “ATV” Asia Television Limited, a company incorporated in Hong Kong with limited liability “ATV Group” ATV and its subsidiaries “ATV Shareholders” collectively David Wong Ben Koon (黃炳均), Absolute Star, Panfair, Dragon Race, Dragon Viceroy, Power Hill and China Light “ATV Shareholders Agreement” the shareholders’ agreement entered into between, among others, ATV, Panfair, Dragon Viceroy and China Light dated 15 June 2007 and the deed of adherence and assignment entered into between, among others, Antenna, ATV, Panfair, Dragon Viceroy and China Light dated 26 March 2009 “Balance Amount” HK$220,000,000, being the balance Consideration of the Acquisition “Board” the board of Directors “Borrower” or “Purchaser” or Star Platinum Enterprises Limited, a company incorporated in the “Investor” or “Star Platinum” BVI with limited liability and a wholly-owned subsidiary of the Company “BVI” British Virgin Islands 1 DEFINITIONS “China Culture Media” China Culture Media International Holdings Limited (中國文化傳 媒國際控股有限公司), a company incorporated in the BVI with limited liability “China Light” China Light Group Limited, a company incorporated in the BVI with limited liability and an Independent Third Party “Circular” the Company’s circular dated 22 February 2016 “close associate(s)” has the meaning ascribed to it under the Listing Rules “Company” Co-Prosperity Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange “Completion” completion of the Acquisition in accordance with the terms and conditions of the Sale and Purchase Agreement “connected person(s)” has the meaning ascribed to it under the Listing Rules “Consideration” the Major Debts Consideration and the Sale Shares Consideration “Court” the High Court of Hong Kong “Director(s)” the director(s) of the Company “Dragon Race” Dragon Race Limited, a company incorporated in the BVI with limited liability and an Independent Third Party “Dragon Viceroy” Dragon Viceroy Limited, a company incorporated in Hong Kong with limited liability and an Independent Third Party “EGM” the extraordinary general meeting of the Company to be held at Rooms 2501-14, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 6 January 2017 at 11:30 a.m. for the purpose of considering, and if thought fit, approving ordinary resolutions in respect of (i) proceeding to the Completion; and (ii) grant of the New Issue Mandate “Existing General Mandate” the general mandate which was granted to the Directors pursuant to an ordinary resolution passed at the AGM for the allotment and issue of up to 642,380,800 new Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the AGM “Group” the Company and its subsidiaries 2 DEFINITIONS “Hero Luxury” Hero Luxury Limited, a company incorporated in the BVI with limited liability and a wholly-owned subsidiary of the Company “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “Honghu Capital” Honghu Capital Company Limited, a company incorporated in the BVI with limited liability and a substantial shareholder of the Company “Independent Board Committee” an independent committee of the Board comprising all the independent non-executive Directors to advise the Independent Shareholders as to the fairness and reasonableness of the Refreshment of the Existing General Mandate by the grant of the New Issue Mandate “Independent Financial Adviser” Akron Corporate Finance Limited, the independent financial or “Akron Corporate Finance” adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of the Existing General Mandate, and a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the SFO “Independent Shareholder(s)” any Shareholder(s) other than controlling Shareholders and their associates or, if there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates “Independent Third Party(ies)” third party(ies) independent of and not connected with the Company and its connected persons “Interim Transitioning Deed” the interim transitioning deed dated 28 October 2016 and entered into between, among others, the Investor and the Provisional Liquidators, in relation to, inter alia, the arrangement to allow the Investor to have access and right to use the assets, tangible and non-tangible, of ATV for production and broadcasting “Latest Practicable Date” 16 December 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular prior to its publication “Lender” Rende Finance Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company 3 DEFINITIONS “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Major Debts” has the meaning ascribed to it on page 11 of this circular “Major Debts Consideration” HK$490,000,000 payable by the Purchaser to the relevant Vendors pursuant to the terms and conditions of the Sale and Purchase Agreement “Mr. Deng” Mr. Deng Jun Jie, a substantial shareholder of the Company “New Issue Mandate” the new general mandate proposed