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 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 Lifestyle International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
LIFESTYLE INTERNATIONAL HOLDINGS LIMITED 利 福 國 際集團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1212)
MAJOR TRANSACTION
ACQUISITION OF LAND BY PUBLIC TENDER
14 December 2016 CONTENTS
Page
DEFINITIONS ...... 1
LETTER FROM THE BOARD ...... 3 Introduction ...... 3 DetailsoftheAcquisition ...... 4 Reasons for and benefits of the Acquisition ...... 5 Financial Effects of the Acquisition ...... 6 ListingRulesImplications ...... 6 Additional Information ...... 7 Miscellaneous ...... 7
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ...... 8
APPENDIX II — GENERAL INFORMATION ...... 11 DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
‘‘Acquisition’’ the acquisition of the Land by Leader Bright through public tender;
‘‘Asia Prime’’ Asia Prime Assets Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly-owned by Mr. Lau;
‘‘Board’’ the board of Directors;
‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules;
‘‘Company’’ Lifestyle International Holdings Limited (利福國際集團有 限公司), a company incorporated in the Cayman Islands whose shares are listed on the Stock Exchange;
‘‘Director(s)’’ the director(s) of the Company;
‘‘Dynamic Castle’’ Dynamic Castle Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly-owned by Mr. Lau;
‘‘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 People’s Republic of China;
‘‘Independent Third Party’’ third party independent of the Company and its connected persons (as defined in the Listing Rules);
‘‘Land’’ the plot of land located at New Kowloon Inland Lot No. 6557, Kai Tak Area 1E Site 2, Kai Tak, Kowloon, Hong Kong;
‘‘Latest Practicable Date’’ 8 December 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information included in this circular;
‘‘Leader Bright’’ Leader Bright Limited, a company incorporated in Hong Kong with limited liability, an indirect wholly-owned subsidiary of the Company;
– 1 – DEFINITIONS
‘‘Lifestyle China’’ Lifestyle China Group Limited (利福中國集團有限公司) (formerly known as Lifestyle China Limited (利福中國有 限公司)), a company incorporated in the Cayman Islands whose shares are listed on the Stock Exchange;
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;
‘‘Mr. Lau’’ Mr. Lau Luen Hung, Thomas, non-executive Director and the Chairman of the Company;
‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
‘‘Share(s)’’ share(s) of HK$0.005 each in the share capital of the Company;
‘‘Shareholder(s)’’ the registered holder(s) of the Share(s);
‘‘sq.m.’’ square metres;
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘United Goal’’ United Goal Resources Limited, a company which is ultimately owned as to 80% by Mr. Lau through Asia Prime and as to 20% by a family trust of which Mr. Lau Luen Hung, Joseph and certain of his family members are eligible beneficiaries; and
‘‘%’’ per cent.
– 2 – LETTER FROM THE BOARD
LIFESTYLE INTERNATIONAL HOLDINGS LIMITED 利 福 國 際集團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1212)
Executive Director: Registered Office: Ms. Lau Kam Shim Cricket Square Hutchins Drive, P.O. Box 2681 Non-executive Directors: Grand Cayman KY1-1111 Mr. Lau Luen Hung, Thomas (Chairman) Cayman Islands Mr.DooWaiHoi,William Ms. Lau Yuk Wai, Amy Head Office and Principal Place of Business in Hong Kong: Independent Non-executive Directors: 20th Floor, East Point Centre Mr. Lam Siu Lun, Simon 555 Hennessy Road The Hon. Shek Lai Him, Abraham Causeway Bay Mr. Hui Chiu Chung Hong Kong Mr. Ip Yuk Keung 14 December 2016
To the Shareholders
Dear Sir or Madam,
MAJOR TRANSACTION
ACQUISITION OF LAND BY PUBLIC TENDER
1. INTRODUCTION
ReferenceismadetotheCompany’s announcement dated 23 November 2016 in relation to the acquisition of the Land by public tender.
The Acquisition constitutes a major transaction of the Company under the Listing Rules. The purpose of this circular is to provide you with further details of the Acquisition and the general information of the Group.
– 3 – LETTER FROM THE BOARD
2. DETAILS OF THE ACQUISITION
On 23 November 2016, Leader Bright, an indirectly wholly-owned subsidiary of the Company, received a notice from the Lands Administration Office of the Lands Department of the Government of Hong Kong in relation to the acceptance of the tender submitted by Leader Bright for the Land located at New Kowloon Inland Lot No. 6557, Kai Tak Area 1E Site 2, Kai Tak, Kowloon, Hong Kong at a premium of HK$7,388,000,000.
Parties
(1) the Government of Hong Kong, as vendor of the Land, an Independent Third Party; and
(2) Leader Bright, an indirectly wholly-owned subsidiary of the Company, as the tenderer of the Land.
Information of the Land as set out in the tender notice and the conditions of sale
Location: New Kowloon Inland Lot No. 6557, Kai Tak Area 1E Site2,KaiTak,Kowloon,HongKong
Term of lease: 50 years commencing from the date of the memorandum of agreement
Site area: Approximately 14,159 sq.m.
Minimum and maximum Approximately 61,167 sq.m. and 101,944 sq.m. permissible gross floor respectively area:
Maximum site coverage: Not exceeding 65% of the area of the Land
Permitted use: Non-industrial (excluding residential, godown, and petrol filling station) purposes
Building design: The Land should be developed into twin towers in pair with identical building height, facade and architectural treatment to serve as an iconic gateway of the Kai Tak City Centre
Assignment restriction: The Land and the buildings erected thereon may only be assigned as a whole after compliance with the conditions of the conditions of sale of the Land
Annualrent: Anannualrentofanamountequalto3%ofthe rateable value from time to time of the Land
– 4 – LETTER FROM THE BOARD
Premium and Payment Terms
The premium of the Land is HK$7,388,000,000. In determining the premium, the Company has taken into account the current property market conditions, development potential of the Land and its neighboring areas, including the planned transportation network, and projected return of the investment upon completion of the development.
A sum of HK$25,000,000 paid by Leader Bright as the deposit at the time of submission of the tender has been applied in part payment of the premium.
The memorandum of agreement for the Acquisition is expected to be entered into between the Government of Hong Kong and Leader Bright after the payment of thebalanceofthepremium.Thebalanceofthepremiumwillbepayableonor before 20 December 2016, and thereafter completion of the Acquisition will take place.
The premium payable by Leader Bright will be financed by utilisation of approximately HK$6,599.0 million of the Group’s undrawn banking facilities and approximately HK$789.0 million of cash and bank balance on hand. As at 31 October 2016, the Group had available cash and bank balance of approximately HK$6,014.3 million, financial investments of approximately HK$4,841.3 million and undrawn banking facilities of HK$7,848.0 million.
3. REASONS FOR AND BENEFITS OF THE ACQUISITION
The Group is principally engaged in the operation of ‘‘lifestyle’’ department stores and other retailing format and property development and property investment.
The Group has long been looking for a sizable property in the Kowloon Peninsula in Hong Kong for the establishment and operation of a full-fledged department store to take advantage of and leverage on the leading position and management skills of the Group’s department stores in Causeway Bay and Tsim Sha Tsui. The Acquisition will provide sufficient space for the Group to operate a full-fledged department store and other facilities which are complementary to the department store operations. The Acquisition is in line with the self-owned property business strategy and expansion plan of the Group.
The Directors consider that the Acquisition is in the interests of the Company and the Shareholders as a whole and the terms thereof are on normal commercial terms, which are fair and reasonable.
It is intended that the Land will be developed into two blocks of commercial buildings to provide spaces for both retailing and office uses. The retailing portion is planned to house a full-fledged department store and other facilities which are complementary to the department store operations and the office space will be held partly for self-use and partly for leasing out for rental income. The proposed development is expected to be completed before 2022. The total investment cost, including the land premium but before finance cost, for the proposed development is expected to be approximately HK$13 billion.
– 5 – LETTER FROM THE BOARD
4. FINANCIAL EFFECTS OF THE ACQUISITION
The financial effects to the Group upon completion of the Acquisition will be neutral and the Group’s net asset value will not change. If approximately HK$6,599.0 million of loan facility is drawn down as planned, it will result in (a) an increase in non-current assets of HK$7,388 million; and (b) an increase in bank loans of approximately HK$6,599.0 million and decrease in cash balance of approximately HK$789.0 million. Moreover, there will be no immediate impact to the Group’s earnings as the Acquisition is merely related to the acquisition of a plot of vacant land.
5. LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios in respect of the Acquisition exceeds 25% but less than 100%, the Acquisition constitutes a major transaction of the Company and is subject to the reporting, announcement and shareholders’ approval requirement under Chapter 14 of the Listing Rules.
Since no Shareholder has a material interest in the Acquisition and none of the Shareholders would be required to abstain from voting if a general meeting were to be convened by the Company to approve the Acquisition, a written shareholders’ approval may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. Mr. Lau, United Goal and Dynamic Castle, who together constitute a closely allied group of Shareholders holding in aggregate 828,401,792 Shares, representing approximately 51.69% of the total issued share capital of the Company as at the Latest Practicable Date, have on 23 November 2016 given their written approval for the Acquisition. As (i) United Goal and Dynamic Castle are owned either indirectly or directly as to 80% and 100% by Mr. Lau respectively and (ii) Mr. Lau is one of the directors of United Goal and the sole director of Dynamic Castle, Mr. Lau, United Goal and Dynamic Castle therefore constitute a closed allied group of Shareholders pursuant to Rule 14.45 of the Listing Rules. Set out below is the shareholding information of Mr. Lau, United Goal and Dynamic Castle as at the Latest Practicable Date:
Approximate percentage of Number of shareholding Name Shares held (Note 1)
Mr. Lau 828,401,792 (Note 2) 51.69% United Goal 540,000,000 (Note 3) 33.70% Dynamic Castle 222,350,332 (Note 4) 13.87%
– 6 – LETTER FROM THE BOARD
Notes:
1. The percentage was calculated based on 1,602,586,500 issued Shares as at the Latest Practicable Date.
2. Mr. Lau held 66,051,460 Shares and is also deemed to be interested in the 762,350,332 Shares held by United Goal and Dynamic Castle.
3. United Goal held 540,000,000 Shares. United Goal is ultimately owned as to 80% by Mr. Lau through Asia Prime and as to 20% by a family trust of which Mr. Lau Luen Hung, Joseph and certain of his family members are eligible beneficiaries. By virtue of the SFO, Mr. Lau is deemed to be interested in the same parcel of Shares in which United Goal is interested.
4. Dynamic Castle, which is wholly owned by Mr. Lau, held 222,350,332 Shares. By virtue of the SFO, Mr. Lau is deemed to be interested in the same parcel of Shares held by Dynamic Castle.
Accordingly, no general meeting of the Company will be convened for the purpose of approving the Acquisition.
As the Land is acquired from the Government of Hong Kong by way of public tender (which is a sealed tender), valuation of the Land is not required under Rule 5.02A(1) of the Listing Rules.
6. ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
7. MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully, By order of the Board Lifestyle International Holdings Limited Lau Kam Shim Executive Director
– 7 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP
1. FINANCIAL INFORMATION OF THE GROUP
Financial information of the Group for each of three years ended 31 December 2013, 31 December 2014 and 31 December 2015 is disclosed on
(i) pages 61 to 159 of the annual report of the Company for the year ended 31 December 2013 published on 7 March 2014 ( http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0307/ LTN20140307369.pdf);
(ii) pages 62 to 167 of the annual report of the Company for the year ended 31 December 2014 published on 25 March 2015 ( http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0325/ LTN20150325687.pdf); and
(iii) pages 58 to 159 of the annual report of the Company for the year ended 31 December 2015 published on 11 March 2016 ( http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0311/ LTN20160311793.pdf).
2. INDEBTEDNESS
At the close of business on 31 October 2016, being the latest practicable date for the purpose of preparing this indebtedness statement prior to the printing of this circular, the Group in aggregate had outstanding bank loans and bonds payable amounting to approximately HK$11,010.7 million which comprised:
HK$million
(a) Bank loan — secured and guaranteed 1,401.1 (b) Bank loan — secured and unguaranteed 1,129.6 (c) Bonds payable — unsecured and guaranteed 8,480.0
The Group’s secured and guaranteed bank borrowings of approximately HK$1,401.1 million was secured by (i) certain land and buildings in Hong Kong of the Group, and (ii) equity shares of certain subsidiaries of the Group.
The Group’s secured and unguaranteed bank borrowings of approximately HK$1,129.6 million was secured by certain of the Group’s financial investments.
The Group’s unsecured and guaranteed bonds payable of approximately HK$8,480.0 million (or US$1,100 million at maturity), comprise (i) a US$500 million 5- year bond (bearing interest at 5.25% per annum and maturing in January 2017), (ii) a US$300 million 10-year bond (bearing interest at 4.25% per annum and maturing in October 2022) and (iii) a US$300 million 10-year bond (bearing interest at 4.5% per annum and maturing in June 2025).
– 8 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP
Save as aforesaid or as otherwise mentioned herein and apart from intra-group liabilities and normal accounts payable and bills payable in the ordinary course of business, the Group did not have any outstanding mortgages, charges, debentures, loan capital, debt securities issued and outstanding or authorized or otherwise created but unissued, bank loans and overdrafts or other similar indebtedness, finance leases or hire purchase commitment, liabilities under acceptances (other than normal trade bills) or acceptance credits as at 31 October 2016.
3. CONTINGENT LIABILITIES
As at 31 October 2016, the Group did not have any material contingent liabilities.
4. WORKING CAPITAL
The Directors are of the opinion that, taking into account the expected completion of the Acquisition, the internal resources and the banking facilities presently available to the Group, and in the absence of unforeseeable circumstances, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from thedateofthiscircular.
5. MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2015, being the date to which the latest published audited consolidated financial statements of the Group were made up.
6. FINANCIAL AND TRADING PROSPECTS OF THE GROUP
As disclosed in the Company’s interim report dated 15 August 2016, the Group completed on 14 July 2016 the spin-off of its operations and assets in mainland China and restaurant business in Hong Kong under Lifestyle China and the separate listing of Lifestyle China on the Stock Exchange commenced on 15 July 2016. As at 31 October 2016, the Group had cash and bank balances of approximately HK$6,014.3 million, financial assets amounted to approximately HK$4,841.3 million and un-utilised banking facilities of approximately HK$7,848 million. Therefore, the Directors consider that the Group has adequate internal resources and banking facilities available for financing development of the Land.
Following the spin-off of Lifestyle China in July 2016, the Group currently only operates the two department stores in Hong Kong, namely Causeway Bay (‘‘CWB’’)and Tsim Sha Tsui. While the retailing environment in Hong Kong has been rather challenging during the first half of this year, amid high volatility in the financial market and political and economic uncertainties around the globe, the local retailing market has shown signs of stabilization in recent months and the year on year revenue decline has been narrowing. In addition, the renovation work at the CWB store, which inevitably affected the foot traffic and business during the year, has mostly been completed and as such, management remains cautiously optimistic on the outlook of the retail sector in
– 9 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP
Hong Kong as a whole as well as on our store performance. The Acquisition and its development will offer ample retail space for the establishment of a full-fledged department store in the Kai Tak city, a unique location in the East Kowloon area and will be able to capture the growing spending power of this area which is currently under a redevelopment plan. The Acquisition will in the long run further enhance the Group’s leading position in the department store market segment and generate reasonable returns to the Shareholders.
– 10 – APPENDIX II GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
2. DISCLOSURE OF INTERESTS
Interests and short positions of Directors in shares, underlying shares or debentures of the Company and its associated corporations
As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Director or chief executive of the Company was taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of theSFO,tobeenteredintheregister maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules (the ‘‘Model Code’’), to be notified to the Company and the Stock Exchange were as follows:
(i) Directors’ interests in the long positions in the Shares of the Company
Percentage Number of of issued Name of director Nature of interest Shares held shares
Mr. Lau Beneficial owner 66,051,460 4.12%
Interest of controlled 540,000,000 33.70% corporations (Note 1)
Interest of controlled 222,350,332 13.87% corporation (Note 2)
Notes:
1. United Goal held 540,000,000 Shares. United Goal is ultimately owned as to 80% by Mr. Lau through Asia Prime and as to 20% by a family trust of which Mr. Lau Luen Hung, Joseph and certain of his family members are eligible beneficiaries. By virtue of the SFO, Mr. Lau is deemed to be interested in the same parcel of Shares in which United Goal is interested.
– 11 – APPENDIX II GENERAL INFORMATION
2. Dynamic Castle, which is wholly-owned by Mr. Lau, held 222,350,332 Shares. By virtue of the SFO, Mr. Lau is deemed to be interested in the same parcel of Shares held by Dynamic Castle.
(ii) Directors’ interests in the long positions in the shares of the associated corporations
Number of Approximate ordinary percentage of shares of total issued associated share capital Name of associated Nature of corporation of associated Name of Director corporation interest held corporation
Ms. Lau Kam Shim Lifestyle Properties Interest controlled 268,000 0.06% Development Limited corporation (‘‘Lifestyle Properties’’) (Note 1)
Mr. Lau Lifestyle Properties Interest controlled 249,611,200 59.56% corporations (Note 2)
Interest controlled 62,740,675 14.97% corporation (Note 3)
Notes:
1. These shares were held by Dynasty Sky Limited (‘‘Dynasty Sky’’), which is wholly- owned by Ms. Lau Kam Shim. By virtue of the SFO, Ms. Lau Kam Shim is deemed to be interested in the same parcel of shares in which Dynasty Sky is interested.
2. These shares were held by the Company. The Company is owned as to approximately 51.69% by Mr. Lau directly or indirectly through companies which he controls. By virtue of the SFO, Mr. Lau is deemed to be interested in the same parcel of shares in Lifestyle Properties in which the Company is interested.
3. There shares were held by Springboard Holdings Limited (‘‘Springboard’’), which is wholly-owned by Mr. Lau. By virtue of the SFO, Mr. Lau is deemed to be interested in the same parcel of shares in which Springboard is interested.
– 12 – APPENDIX II GENERAL INFORMATION
(iii) Directors’ interests in debentures of LS Finance (2025) Limited (being a wholly-owned subsidiary of the Company — 4.50% guaranteed bonds due 2025 (‘‘2025 Guaranteed Bonds’’)
Principal amount of 2025 Guaranteed Name of Director Nature of interest Bonds held
Ms. Lau Kam Shim Interest of controlled US$10,000,000 corporation (Note)
Note: These debentures are held by Dynasty Sky, which is wholly-owned by Ms. Lau Kam Shim. By virtue of the SFO, Ms. Lau Kam Shim is deemed to be interested in the same parcel of debentures in which Dynasty Sky is interested.
Save as disclosed herein, as at the Latest Practicable Date, none of the Directors nor chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Director or chief executive of the Company was taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.
– 13 – APPENDIX II GENERAL INFORMATION
Interests and short positions of the substantial shareholders’ interests in Shares and underlying Shares
As at the Latest Practicable Date, so far as the Directors were aware, the following persons/entities (not being the Directors or chief executives of the Company) had, or were deemed to have interests or short positions in the Shares or the underlying Shares of the Company which were required to be notified to the Company under Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register of the Company required to be kept under Section 336 of the SFO:
Percentage Number of of issued Name Nature of interest Shares held shares
United Goal Beneficial owner 540,000,000 33.70% (Notes 1 and 3)
Asia Prime Interest of controlled 540,000,000 33.70% corporation (Notes 1 and 3)
Dynamic Castle Beneficial owner (Note 3) 222,350,332 13.87%
Qatar Investment Interest of controlled 371,122,958 23.16% Authority corporation (Note 2)
FMR LLC Investment manager 111,494,000 6.96%
Notes:
1. Asia Prime, a company wholly-owned by Mr. Lau, holds 80% of the entire issued share capital of United Goal. By virtue of the SFO, Asia Prime is deemed to be interested in the same parcel of Shares comprising 540,000,000 Shares in which United Goal is interested as beneficial owner.
2. Bellshill Investment Company is a wholly-owned subsidiary of Qatar Holding LLC, which in turn is wholly-owned by Qatar Investment Authority. By virtue of the SFO, Qatar Holding LLC and Qatar Investment Authority are deemed to be interested in the same parcel of Shares comprising 371,122,958 Shares held by Bellshill Investment Company as beneficial owner.
3. Mr. Lau and Ms. Lau Kam Shim are both directors of United Goal. Mr. Lau is also the sole director of Asia Prime and Dynamic Castle.
Save as disclosed above, as at the Latest Practicable Date, the Company has not been notified of any other relevant interests or short positions in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required tobekeptbytheCompanyunderSection 336 of the SFO.
– 14 – APPENDIX II GENERAL INFORMATION
As at the Latest Practicable Date, and save as disclosed below,
(a) None of the Directors had any material direct or indirect interest in any assets which have been, since 31 December 2015 (being the date to which the latest published audited accounts of the Group were made up), acquired or disposed of by or leased to any member of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group; and
(b) None of the Directors was materially interested in any contract or arrangement subsisting which was significant in relation to the business of the Group.
As at the Latest Practicable Date, United Goal held 33.70% of the total issued share capital of Lifestyle China and Mr. Lau, who apart from his interest held through United Goal, also either directly or through Dynamic Castle held another 17.99% of the total issued share capital of Lifestyle China.
Please refer to the section headed ‘‘Continuing Connected Transactions’’ in the listing document issued by Lifestyle China dated 30 June 2016 (the ‘‘Listing Document’’) for the following agreements to which a member of Lifestyle China and its subsidiaries (the ‘‘Lifestyle China Group’’) was a party, which were related to assets which have been leased to a member of the Group since 31 December 2015:
(i) the PRC (Shanghai) Tenancy Agreement (as defined in the Listing Document) entered into between 上海久光百貨有限公司 (Shanghai Ongoing Department Store Limited*) (an indirectly owned subsidiary of Lifestyle China) as head tenant and 利晨企業管理諮詢(上海)有限公司 (Lichen Enterprise Management Consulting (Shanghai) Co. Limited*) (an indirectly owned subsidiary of Lifestyle Properties) as sub-tenant; and
(ii) the PRC (Shenyang) Tenancy Agreement (as defined in the Listing Document) entered into between 瀋陽卓遠置業有限公司 (Shenyang Forever Smart Development Limited*) (an indirectly owned subsidiary of Lifestyle China) as landlord and 瀋陽怡富置業有限公司 (Shenyang Yifu Company Limited*) (an indirectly owned subsidiary of Lifestyle Properties) as tenant.
Please also refer to paragraphs (g), (h) and (j) in the section headed ‘‘Material Contracts’’ in this appendix for the contracts subsisting as at the Latest Practicable Date to which a member of the Lifestyle China Group was a party, which was significant in relation to the business of the Group.
* For identification purpose only
– 15 – APPENDIX II GENERAL INFORMATION
3. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had a service contract or a proposed service contract with any member of the Group which is not expiring or determinable by the relevant member of the Group within one year without payment of compensation, other than statutory compensation.
4. COMPETING INTEREST
Save as disclosed below, as at the Latest Practicable Date, none of the Directors nor their respective close associates had any interest in a business which competes or is likely to compete, either directly or indirectly, with any business of the Group.
As at the Latest Practicable Date, the following Directors (including their respective closeassociates)wereconsideredtohaveinterestsinbusinesseswhichcompetedor were likely to compete, either directly or indirectly, with the businesses of the Group pursuant to the Listing Rules, particulars of which are set out below:
Nature of interest of the Description of director in the Name of Director Name of the entity businesses entity
Mr.DooWaiHoi, New World Property development Director William Development and investment and Company Limited department store operations
Amelia Gold Limited Property investment Director and group of companies shareholder
Fortune Success Property investment Director and Limited group of shareholder companies
Fung Seng Enterprises Property investment Director and Investment Company shareholder Limited group of companies
Fung Seng Enterprises Property investment Director and Limited group of and management shareholder companies
Golden Wealth Property investment Director and Investment Limited and development shareholder group of companies
– 16 – APPENDIX II GENERAL INFORMATION
Nature of interest of the Description of director in the Name of Director Name of the entity businesses entity
Silver City Property investment Director and International Limited and food and shareholder group of companies beverage operations
Sunshine Dragon Property investment Director and Group Limited shareholder group of companies
Silver Success Property investment Director and Company Limited and hotel operation shareholder group of companies
Ms. Lau Yuk Wai, Chinese Estates Property investment Director Amy Holdings Limited and development
5. LITIGATION
As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.
6. MATERIAL CONTRACTS
The following contracts (not being contracts in the ordinary course of business of the Group) have been entered into by members of the Group within two years immediately preceding the date of this circular which are or may be material:
(a) the sale and purchase agreement dated 12 May 2016 entered into between Vision Pilot Group Limited (a direct wholly-owned subsidiary of the Company)(‘‘Vision Pilot’’), Majestic Eagle Limited (a direct wholly-owned subsidiary of Lifestyle China)(‘‘Majestic Eagle’’) and the Company in relation to the disposal of the entire issued share capital of Global Top Limited in consideration of Majestic Eagle allotting and issuing 1 new share, credited as fully paid, to the Company as directed by Vision Pilot;
(b) the sale and purchase agreement dated 19 May 2016 entered into between the Company and Majestic Eagle in relation to the disposal of 1 share representing approximately 0.01% of the entire issued share capital of Lifestyle China Holdings Limited (‘‘Lifestyle China Holdings’’)toMajesticEaglein consideration of HK$1.00;
– 17 – APPENDIX II GENERAL INFORMATION
(c) the sale and purchase agreement dated 23 June 2016 entered into between the Company and Lifestyle China in relation to the disposal of the entire issued share capital of Majestic Eagle in consideration of Lifestyle China allotting and issuing 1 new share, credited as fully paid, to the Company;
(d) the sale and purchase agreement dated 23 June 2016 entered into between the Company and Lifestyle China in relation to the disposal of the entire issued share capital of Excellent Global Limited (‘‘Excellent Global’’)in consideration of Lifestyle China allotting and issuing 1 new share, credited as fully paid, to the Company;
(e) the deed of novation dated 23 June 2016 entered into between the Company, Lifestyle China and Excellent Global in relation to the novation to Lifestyle China of all the liabilities in respect of all sums due or owing from Excellent Global to the Company;
(f) the deed of novation dated 23 June 2016 entered into between the Company, Lifestyle China and Lifestyle China Holdings in relation to the novation to Lifestyle China of all the liabilities in respect of all sums due or owing from Lifestyle China Holdings to the Company;
(g) the deed of non-competition dated 24 June 2016 executed by Lifestyle China in favour of Lifestyle Properties (for itself and as trustee for each of its subsidiaries from time to time) containing the non-competition undertakings as more particularly set out in the paragraph headed ‘‘Non-compete undertaking between our Company and Lifestyle Properties’’ in the section headed ‘‘Relationship with our Controlling Shareholders and the Lifestyle Group’’ in the Listing Document;
(h) the deed of indemnity dated 28 June 2016 given by the Company in favour of Lifestyle China (for itself and as trustee for its subsidiaries from time to time) containing, among other things, indemnities as more particularly set out in the paragraph headed ‘‘Estate duty, tax, non-compliances and other indemnities’’ in the section headed ‘‘Other information’’ in Appendix V ‘‘General Information’’ to the Listing Document;
(i) the trademark assignment dated 23 June 2016 entered into between Pilot Sky Group Limited (an indirect wholly-owned subsidiary of Lifestyle China) (‘‘Pilot Sky’’) and Fine Shine Limited (an indirect wholly-owned subsidiary of the Company) (‘‘Fine Shine’’) in relation to the assignment of certain trademarks in connection with the 久光 (Jiuguang*) brand name (‘‘Jiuguang Brand’’) registered in Hong Kong and Macau by Pilot Sky in consideration of HK$1.00; and
* For identification purpose only
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(j) the agreement dated 24 June 2016 entered into between the Company, Lifestyle China, Pilot Sky and Fine Shine in connection with the ownership, registration and use of trademarks in connection with the Jiuguang Brand as more particularly described in the paragraph headed ‘‘Trademarks in relation to the Jiuguang Brand’’ in the section headed ‘‘Relationship with our Controlling Shareholders and the Lifestyle Group’’ in the Listing Document.
7. GENERAL
(a) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(b) The head office and principal place of the business of the Company in Hong Kong is at 20th Floor, East Point Centre, 555 Hennessy Road, Causeway Bay, Hong Kong.
(c) The company secretary is Mr. Poon Fuk Chuen, a member of the Hong Kong Institute of Certified Public Accountants.
(d) The share registrar and transfer office of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(e) The English text of this circular shall prevail over its Chinese text in the case of inconsistency.
8. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection from 9:30 a.m. to 5:00 p.m., Monday to Friday (except public holidays) at the head office and principal place of business of the Company in Hong Kong for a period of 14 days from the date of this circular.
(i) the memorandum and articles of association of the Company;
(ii) the material contracts referred to in the paragraph headed ‘‘Material Contracts’’ to this Appendix;
(iii) the annual reports of the Company for the two financial years ended 31 December 2015; and
(iv) this circular.
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