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ALLTRONICS HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 833)
FURTHER EXTENSION OF
THE PAYMENT DATES OF THE CONSIDERATION
AND
COMPLETION OF VERY SUBSTANTIAL
DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF BONROY LIMITED
Reference is made to the announcements of Alltronics Holdings Limited (the "Company") dated 20 December 2018, 15 January 2019 and 20 March 2019, and the circular of the Company dated 27 February 2019 (the "Circular") in relation to, among other things, the Disposal and the Debt Undertaking. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular.
FURTHER EXTENSION OF THE PAYMENT DATES OF THE CONSIDERATION
As the Purchaser and the Guarantor require additional time to obtain approval for outbound direct investment from the relevant regulatory authorities of the PRC for remittance of funds to pay the Consideration, the Purchaser has requested for a further extension of the payment dates of the Consideration (the "Further Extension"). Having considered that (i) the Guarantor has agreed to provide an irrevocable guarantee to the Vendor in respect of all the obligations and liabilities of the Purchaser pursuant to the Sale and Purchase Agreement; and
(ii)the request for the Further Extension by the Purchaser is not due to the fault of the Purchaser, on 15 April 2019 (after trading hours), the Vendor, the Purchaser and the Guarantor signed a confirmation letter (the "Second Confirmation Letter") pursuant to which the Vendor, the Purchaser and the Guarantor have agreed that the Consideration shall be payable in cash by the Purchaser to the Vendor in accordance with the following revised schedule:
(i)RMB30 million or equivalent Hong Kong dollars (i.e. approximately HK$35.1 million) shall be payable not later than 31 July 2019;
(ii)RMB30 million or equivalent Hong Kong dollars (i.e. approximately HK$35.1 million) shall be payable not later than 31 October 2019; and
(iii)RMB40 million or equivalent Hong Kong dollars (i.e. approximately HK$46.8 million) shall be payable not later than 31 January 2020.
Save as disclosed above, all other terms and conditions of the Sale and Purchase Agreement (as supplemented and amended by the Confirmation Letter dated 15 January 2019 (the "First Confirmation Letter")) remain unchanged.
COMPLETION
The Board is pleased to announce that all conditions precedent under the Sale and Purchase Agreement (as supplemented and amended by the First Confirmation Letter and the Second Confirmation Letter) had been fulfilled (or waived as appropriate) and Completion took place on 15 April 2019. Upon Completion, the Disposal Group will cease to be the subsidiaries of the Company and the financial results of the Disposal Group will no longer be consolidated into the financial statements of the Group.
In this announcement, amounts in RMB are translated into HK$ on the basis of RMB1 = HK$1.17. The conversion rates are for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rates or at other rates or at all.
By order of the Board
Alltronics Holdings Limited
Lam Yin Kee
Chairman
Hong Kong, 15 April 2019
As at the date of this announcement, Mr. Lam Yin Kee, Ms. Yeung Po Wah, Mr. Meng Fei (executive duties suspended), Ms. Liu Jing, Mr. Lam Chee Tai, Eric and Mr. So Kin Hung are the executive Directors; Mr. Fan, William Chung Yue is the non-executive Director; and Mr. Pang Kwong Wah, Mr. Yau Ming Kim, Robert, Mr. Yen Yuen Ho, Tony and Mr. Lin Kam Sui are the independent non-executive Directors.