1. Healthcare

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong
Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
SINO RESOURCES GROUP LIMITED
(carrying on business in Hong Kong as Sino Gp Limited)
神州資源集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 223)
VOLUNTARY ANNOUNCEMENT
RESTRUCTURING OF THE MULTI CENTURY GROUP
BACKGROUND
Reference is made to the announcements of Sino Resources Group Limited (the
“Company”) dated 2 November 2010, 23 December 2010 and 9 February 2011 whereby
it was announced that, among others, on 9 February 2011:
(i)
Profull Int’l Holdings Limited (“Profull Int’l”), a wholly-owned subsidiary of the
Company, completed the subscription of new shares of Sino Giants Group Limited
(a company incorporated under the laws of the British Virgin Islands) (“Sino
Giants”) representing 51% of the issued share capital thereof (as enlarged by the
allotment and issue of the new shares) and Sino Giants became an indirect 51%
owned subsidiary of the Company on the same day; and
(ii) Profull Int’l and Sino Giants entered into the loan agreement (the “Loan
Agreement”) whereby Profull Int’l agreed to provide Sino Giants with a
shareholder’s loan (the “Loan Facility”) in the principal amount of HK$26 million
with interest at 1% per annum for a term of 36 months from the date of first
drawdown.
Sino Giants holds 100% of the issued share capital of Multi Century Technology
Development Limited (a company incorporated under the laws of the Hong Kong
(“Hong Kong”) Special Administrative Region of the People’s Republic of China (the
“PRC”)) (“Multi Century”) which in turn holds the entire registered capital of 創紀傑仕
能源科技(北京)有限公司 (a wholly-owned foreign enterprise established in the PRC)
(the “PRC Company”).
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The Loan Facility was drawn down in full by Sino Giants on 15 June 2011 and became
due and repayable on 15 June 2014 (the date falling on the expiry of 36 months from the
first drawdown of the Loan Facility). The funding from the Loan Facility was utilised
by Multi Century and the PRC Company for operation and purchase equipment for coal
bed methane drilling and exploration. The parties to the Loan Agreement held extensive
arm’s length negotiations and entered into the share transfer agreement (the “Share
Transfer Agreement”) on 9 December 2014 to set off the outstanding Loan Facility,
the interest accrued thereon as well as further advances made by Profull Int’l to Sino
Giants and the interest accrued thereon by way of Share Transfer (as defined below). A
summary of the salient terms of the Share Transfer Agreement is set out as follows:
THE SHARE TRANSFER AGREEMENT
Date
9 December 2014
Parties to the Share Transfer Agreement
Transferee: Profull Int’l
Transferor: Sino Giants
As at the date hereof, Sino Giants is an indirect non-wholly owned subsidiary of the
Company held as to 51%, 24.5% and 24.5% by Profull Int’l, Excel Team Holdings
Limited (“Excel Team”) and Prolific View Limited (“Prolific View”) respectively. To
the best of the knowledge, information and belief of the directors (the “Director(s)”)
of the Company having made all reasonable enquiries, save for its 24.5% shareholding
in Sino Giants, each of Excel Team and Prolific View and their respective ultimate
beneficial owners is an independent third party who is independent of and not connected
with the Company and its connected persons (as defined in the Rules (the “Listing
Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited).
Subject matter
As at 9 December 2014 (being the date of the Share Transfer Agreement), the aggregate
sum owed by Sino Giants to Profull Int’l amounted to HK$41,759,097.35, comprising
the outstanding Loan Facility and the interest accrued thereon as well as further
advances made by Profull Int’l to Sino Giants and the interest accrued thereon (the
“Outstanding Loan”).
According to the terms and subject to the conditions in the Share Transfer Agreement,
it was agreed that (i) Sino Giants shall sell, and Profull Int’l shall purchase from Sino
Giants 490 shares of HK$1 each in Multi Century (the “Sale Shares”) (representing
100% of the issued share capital thereof) (the “Share Transfer”); and (ii) the Outstanding
Loan shall be set off as consideration for transfer of the Sale Shares.
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The consideration for the Share Transfer was determined based on arm’s length
negotiations. The Directors consider that the Company can provide full support to the
Multi Century Group for the unconventional gas business directly. The Directors also
consider that the consideration for the Share Transfer is fair and reasonable and in the
interests of the Company and its shareholders (the “Shareholders”) as a whole.
Completion
Completion of the Share Transfer (the “Completion”) is subject to satisfaction or waiver
of the conditions precedent as set out in the Share Transfer Agreement and took place on
28 January 2015.
Prior to the Completion, Multi Century was held as to 100% by Sino Giants which
was in turn held by the Company (via Profull Int’l), Excel Team and Prolific View
as to 51%, 24.5% and 24.5% respectively) and the Company (via Profull Int’l and
Sino Giants) holds 51% effective interest in Multi Century. Immediately following
the Completion, Multi Century is held as to 100% by Profull Int’l and the Company’s
effective interest (via Profull Int’l) in Multi Century increased from 51% to 100%
(the “Multi Century Group Restructuring”). Multi Century and the PRC Company
(the “Multi Century Group”) have continued to be accounted for as subsidiaries in the
financial statements of the Company.
INFORMATION ABOUT THE MULTI CENTURY GROUP
Multi Century is an investment holding company incorporated under the laws of Hong
Kong on 8 October 2009. Since its incorporation, Multi Century has not carried out any
business activity.
The PRC Company is a wholly foreign-owned enterprise established in the PRC on
17 September 2010. As at the date of this announcement, it has a registered capital of
RMB15,000,000 and is fully paid up.
The Multi Century Group is engaged in the businesses of technical consulting and
operation services for unconventional gas well drilling, completion and stimulation for
exploration and development work, import and export of technical equipment for the
unconventional gas industry and other businesses permitted under the business licence of
the PRC Company. Multi Century Group did not generate any operating revenue since
February 2011.
REASONS FOR AND BENEFITS OF THE MULTI CENTURY GROUP
RESTRUCTURING
The Group is principally engaged in the investment and development of unconventional
gas businesses, coal and metals trading business and provision of agency services and
trading of commodities.
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The Share Transfer not only settled the Outstanding Loan owed by Sino Giants to
Profull Int’l but also represents an increase in the Company’s effective interest in the
Multi Century Group which will in turn enhance the profit contribution of the Multi
Century Group to the Group. The sole ownership structure of the Multi Century Group
will also lead to a smoother management and a quicker decision-making of the Company
on the Multi Century Group.
The Directors (including the independent non-executive Directors) consider that the
terms and conditions of the Share Transfer Agreement are fair and reasonable and in the
interests of the Company and the Shareholders taken as a whole.
GENERAL
This announcement is made by the Company on a voluntary basis for the information of
the Shareholders and potential investors.
By order of the board of Directors of
Sino Resources Group Limited
(carrying on business in Hong Kong as Sino Gp Limited)
Geng Ying
Chairman
Hong Kong, 28 January 2015
As at the date of this announcement, the executive Directors are Ms. Geng Ying, Mr.
Gao Feng and Mr. Chiu Sui Keung, the non-executive Director is Mr. Wang Xihua and
the independent non-executive Directors are Mr. Cheng Wing Keung Raymond, Mr.
Williamson Lam and Mr. Wong Hoi Kuen.
* For identification purposes only
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