SOUND GLOBAL LTD. 桑德國際有限公司* (Incorporated in the Republic of Singapore with Limited Liability) (Company Registration Number 200515422C) (Hong Kong Stock Code: 00967)
Total Page:16
File Type:pdf, Size:1020Kb
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 a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Sound Global Ltd., you should at once hand this circular and the accompany form of proxy to the purchaser or transferee or the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. 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 whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. SOUND GLOBAL LTD. 桑德國際有限公司* (Incorporated in the Republic of Singapore with limited liability) (Company Registration Number 200515422C) (Hong Kong Stock Code: 00967) (1) CONNECTED TRANSACTION – PROPOSED ISSUE OF SUBSCRIPTION SHARES (2) PROPOSED TRANSFER OF SHARES (3) CONNECTED AND DISCLOSABLE TRANSACTION – PROPOSED ACQUISITION OF SHARES (4) NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders SOMERLEY CAPITAL LIMITED A letter from the Board is set out on pages 8 to 29 of this circular. A letter from the Independent Board Committee is set out on page 30 of this circular. A letter from Somerley containing advice and recommendations to the Independent Shareholders and the Independent Board Committee is set out on pages 31 to 53 of this circular. A notice convening the EGM of the Company to be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 23 December 2014 is set out on pages 97 to 98 of 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 it to the registered office of the Company at 1 Robinson Road, #17-00 AIA Tower, Singapore 048542 or the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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 or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish and in such event, the proxy form shall be deemed to be revoked. * for identification purposes only 2 December 2014 CONTENTS Definitions ........................................................ 3 Letter from the Board............................................... 8 Letter from the Independent Board Committee .......................... 30 Letter from Somerley ............................................... 31 Appendix I — Valuation Report...................................... 54 Appendix II — General Information ................................... 92 Notice of EGM ..................................................... 97 –2– DEFINITIONS In this circular, the following expressions have the meanings set out below unless the context otherwise requires: “1st Sale and Purchase the sale and purchase agreement dated 14 September Agreement” 2014 between Sound Water (BVI) as vendor and the Sound Environment (HK) as purchaser, in relation to the sale of 18.05% shareholding of the Company as at the Latest Practicable Date; “2nd Sale and Purchase the sale and purchase agreement dated 14 September Agreement” 2014 between the Company as purchaser and Sound Environmental as vendor, in relation to the transfer of entire registered capital of the Target Company; “Announcement” the announcement dated 18 September 2014 issued by the Company in relation to, among others, the Subscription Agreement, the 1st Sale and Purchase Agreement and the 2nd Sale and Purchase Agreement and the transactions contemplated thereunder; “ASBE” the Accounting Standards for Business Enterprises promulgated by the Ministry of Finance of the Government of the People’s Republic of China on 15 February 2006; “associate(s)” having the meaning ascribed to such term in the Listing Rules; “Beijing Sanghua” Beijing Sanghua Environmental Technology Development Co., Ltd.* (北京桑華環境技術開發有限公 司), a company established in the PRC which is owned by Mr. Wen and his spouse, Ms. Zhang as to 22.15% and 77.85% respectively; “Beijing Tian Yuan Kai” or Beijing Tian Yuan Kai Assets Appraisal Co. Ltd. (北京天 “the Valuer” 圓開資產評估有限公司), an independent valuer; “BOT” build, operate and transfer, a project format in which the proprietor grants the rights to a contracted enterprise by concession agreement to undertake the financing, design, construction, operation and maintenance of water or wastewater treatment facilities, which enterprise can charge users a fee during the concession period to cover its costs of investment, operations and maintenance as well as reasonable returns, and, upon expiration of the concession period, the relevant facilities will be transferred back to the proprietor; –3– DEFINITIONS “Business Day(s)” any day (excluding Saturdays, Sundays and public holidays in Hong Kong) on which licensed banks generally are open for business in Hong Kong; “BVI” the British Virgin Islands; “Company” Sound Global Ltd., a company incorporated with limited liability as a private company under the laws of Singapore on 7 November 2005 and subsequently converted into a public company on 28 August 2006, the shares of which are listed on the Main Board of the Stock Exchange; “CSRC” China Securities Regulatory Commission; “Director(s)” the director(s) of the Company; “EGM” the extraordinary general meeting of the Company to be convened for the purpose of, among other things, approving the Subscription and the 2nd Sale and Purchase Agreement, the notice of which is contained in this circular; “Epure Share Option Scheme” the share option scheme adopted by the Company on 15 August 2007 and terminated upon listing on the Stock Exchange; “Executive” the executive director of the Corporate Finance Division of the SFC from time to time and any delegate of such executive director; “Government Authorities” any national, provincial, municipal or local government, administrative or regulatory body or department, court, tribunal, arbitrator or anybody that exercises the function of a regulator including the CSRC; “Group” the Company and its subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Independent Board Committee” an independent committee of the Board comprising all the independent non-executive Directors, established for the purpose of advising the Independent Shareholders on the Subscription and the 2nd Sale and Purchase Agreement; –4– DEFINITIONS “Independent Financial Adviser” Somerley Capital Limited, a corporation licensed by the or “Somerley” SFC to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, appointed by the Company to make recommendations to the Independent Board Committee and the Independent Shareholders in relation to the Subscription and the 2nd Sale and Purchase Agreement; “Independent Shareholders” Shareholders who are not required to abstain from voting at the EGM; “Independent Third Party(ies)” third party(ies) independent of the Company and its or “I3P” connected persons and are not connected persons (as defined in the Listing Rules) of the Company; “Latest Practicable Date” 27 November 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Mr. Wen” Mr. Wen Yibo, an executive Director and Chairman of the Company; “Ms. Zhang” Ms. Zhang Huiming, spouse of Mr. Wen; “PE ratio” price earnings ratio; “PRC” the People’s Republic of China which for the purpose of this circular exclude Hong Kong, Macau Special Administrative Region and Taiwan; “Previously Disclosed the acquisition of equity interest in Tongliao Sound Acquisition” Water Co. Ltd (通遼市桑德水務有限公司) to which a member of the Group was the purchaser and an associate of Mr. Wen was the vendor as disclosed in the announcement of the Company dated 3 June 2014; “RMB” Renminbi, the lawful currency of the PRC; “Sale Shares” 264,797,507 Shares to be transferred by Sound Water (BVI) to Sound Environment (HK) pursuant to the 1st Sale and Purchase Agreement; “SFC” Securities and Futures Commission; –5– DEFINITIONS “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time; “Share(s)” the ordinary share(s) in the issued and paid-up capital of the Company; “Shareholder(s)” the holders of the Shares; “Shareholder’s loan” the shareholder’s loan owed by the Target Company to Sound Environmental in the sum of RMB698,650,006; “Shareholder’s Loan the agreement dated 25 September