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«CREDIT CHINA HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8207) ANNOUNCEMENT DISCLOSEABLE AND CONNECTED ...»

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.

CREDIT CHINA HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8207)

ANNOUNCEMENT

DISCLOSEABLE AND CONNECTED TRANSACTION

IN RELATION TO

THE DISPOSAL OF 60.3% INTEREST IN

CHINA RUNKING FINANCING GROUP HOLDINGS LIMITED

On 24 October 2014 (after trading hours of the Stock Exchange), Jovial Lead, a subsidiary of the Company, had received the Offer Letter from Hackett offering to purchase the Sale Shares from Jovial Lead for a cash consideration of HK$192,698,000. The offer was accepted by Jovial Lead subject to the terms and conditions of the Offer Letter and its acceptance.

Upon Completion, the China Runking Group will cease to be subsidiaries of the Company and its financial results will no longer be consolidated in the consolidated financial statements of the Group.

IMPLICATION UNDER THE GEM LISTING RULES

As some of the applicable Percentage Ratio(s) in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Rule 19.06 of the GEM Listing Rules.

As Hackett is wholly-owned by Mr. Ting and Mr. Ting is a Substantial Shareholder and a former executive Director and co-chairman (who resigned on 7 July 2014) of the Company and hence a connected person of the Company, the Disposal constitutes a connected transaction of the Company under Rule 20.13 of the GEM Listing Rules.

The Disposal is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

GENERAL

The Independent Board Committee will be established to advise the Independent Shareholders in respect of the Disposal. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in the same regard.

A circular containing, among other things, (i) further details of the Disposal;

(ii) a letter from the Independent Board Committee containing its advice to the Independent Shareholders in respect of the Disposal; (iii) a letter from an independent financial adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Disposal; and (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 14 November 2014 in accordance with the GEM Listing Rules.

Hackett, Mr. Ting and their respective associates including Kaiser Capital are regarded as having material interest in the Disposal and therefore they are required to abstain from voting on the resolution(s) proposed to be passed at the EGM for approving the Disposal pursuant to the terms and conditions of the Offer Letter and its acceptance and the transactions contemplated thereunder.

As the Disposal is subject to a number of conditions precedent, the Disposal may or may not become unconditional or be completed, Shareholders and potential investors should exercise caution when dealing in the Shares.

The Board of Credit China Holdings Limited (the “Company”) wishes to announce that on 24 October 2014 (after trading hours of the Stock Exchange), Jovial Lead had received the Offer Letter from Hackett offering to purchase the Sale Shares from Jovial Lead for a cash consideration of HK$192,698,000. The Offer was accepted by Jovial Lead subject to the terms and conditions of the Offer Letter and its acceptance.

THE OFFER LETTER

Date 24 October 2014 Parties

–  –  –

Subject matter Pursuant to the terms and conditions of the Offer Letter which have been accepted by Jovial Lead, Jovial Lead has conditionally agreed to sell and Hackett has conditionally agreed to purchase the Sale Shares.

Consideration The consideration for the sale and purchase of the Sale Shares is HK$192,698,000 of which HK$100,000,000 is payable by Hackett to Jovial Lead in cash at Completion and HK$92,698,000 is payable by Hackett to Jovial Lead in cash on or before 31 March 2015.

The consideration of HK$192,698,000 was offered by Hackett in the Offer Letter which is considered fair and reasonable by the Company based on the unaudited net assets value of the China Runking Group as at 30 September 2014 of approximately HK$319,566,000 and the consideration represents a price-earnings ratio of approximately 10.6 times of the audited consolidated net profit of the China Runking Group for the year ended 31 December 2013.

Conditions precedent of the Disposal

Completion is subject to the fulfillment of the following conditions precedent:

(a) all necessary consents, licences and approvals required to be obtained on the part of Jovial Lead in respect of the Disposal and the transactions contemplated hereunder having been obtained and remaining in full force and effect;





the Right of First Refusal and the Right of Co-Sale under the Shareholders’ (b) Agreement having been waived by each of Gold Kingdom, Full Plus and Profounders or having expired;

(c) the Independent Shareholders having passed the necessary resolutions at the EGM to approve the offer under the Offer Letter and its acceptance and the transactions contemplated thereunder; and (d) the offer made by Hackett for 22,698,000 shares in China Runking held by Full Plus as set out in the offer letter issued by Hackett to Full Plus having been accepted by Full Plus and become unconditional (save for the condition in relation to the offer under the Offer Letter).

If the above conditions precedent have not been satisfied at or before 4:00 p.m. on 30 November 2014 (or such later date as agreed between Jovial Lead and Hackett), the agreement under the Offer Letter and Jovial Lead’s acceptance will cease and determine and thereafter neither party shall have any obligations and liabilities towards each other save for any antecedent breaches.

Completion Completion shall take place at 4:00 p.m. within three (3) Business Days after all the conditions precedent set out in the Offer Letter have been fulfilled or such other time as may be agreed between Jovial Lead and Hackett in writing.

Upon Completion, the China Runking Group will cease to be subsidiaries of the Company and its financial results will no longer be consolidated in the consolidated financial statements of the Group.

INFORMATION OF THE GROUP AND THE CHINA RUNKING GROUP

The China Runking Group is principally engaged in small loan financing services in Chongqing City, the PRC. As at the date of this announcement, China Runking is owned as to 60.3% by Jovial Lead, as to 25% by Gold Kingdom, 9.7% by Full Plus and 5% by Profounders.

Financial information of China Runking Set out below is the consolidated financial information of China Runking and its

subsidiaries for the two years ended 31 December 2012 and 2013 respectively:

–  –  –

FINANCIAL EFFECT OF THE DISPOSAL AND USE OF PROCEEDS

Based on the unaudited net assets value of the China Runking Group as at 30 September 2014, no gain or loss on the Disposal is expected to be recorded in the books of the Group.

The net proceeds from the Disposal will be used as general working capital of the Group.

REASONS FOR AND THE BENEFITS OF THE DISPOSAL

The principal activities of the Group are provision of pawn loan service, entrusted loan service, real estate-backed loan service, microfinance service, other loan service and financing consultancy service, P2P loan consultancy service and online third party payment service.

The Disposal represents a good opportunity to the Group to realise its investment in the China Runking Group so that the Group may utilise its resources and funds to strengthen the area of internet finance business, which has better potential for growth.

None of the Directors (including the INEDs) has any material interests in the Disposal and was not required to abstain from voting on the Board resolutions approving the Disposal.

Based on the above, the Directors (excluding the INEDs whose view will be included in the circular after taken into account the advice from the independent financial adviser) consider that the Disposal is on normal commercial terms and the terms of the Disposal under the Offer Letter and its acceptance are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

IMPLICATION UNDER THE GEM LISTING RULES

As some of the applicable Percentage Ratio(s) in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Rule 19.06 of the GEM Listing Rules.

As Hackett is wholly-owned by Mr. Ting and Mr. Ting is a Substantial Shareholder and a former executive Director and co-chairman (who resigned on 7 July 2014) of the Company and hence a connected person of the Company, the Disposal constitutes a connected transaction of the Company under Rule 20.13 of the GEM Listing Rules.

The Disposal is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

GENERAL

The Independent Board Committee will be established to advise the Independent Shareholders in respect of the Disposal. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in the same regard.

A circular containing, among other things, (i) further details of the Disposal; (ii) a letter from the Independent Board Committee containing its advice to the Independent Shareholders in respect of the Disposal; (iii) a letter from an independent financial adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Disposal; and (iv) a notice convening the EGM, will be despatched to the Shareholders on or before 14 November 2014 in accordance with the GEM Listing Rules.

Hackett, Mr. Ting and their respective associates including Kaiser Capital are regarded as having material interest in the Disposal and therefore they are required to abstain from voting on the resolution(s) proposed to be passed at the EGM for approving the Disposal pursuant to the terms and conditions of the Offer Letter and its acceptance and the transactions contemplated thereunder.

As the Disposal is subject to a number of conditions precedent, the Disposal may or may not become unconditional or be completed, Shareholders and potential investors should exercise caution when dealing in the Shares.

DEFINITIONS

–  –  –

Hong Kong, 26 October 2014

As at the date of this announcement, the Directors are named as follows:

Executive Directors:

Mr. Phang Yew Kiat (Vice-Chairman and Chief Executive Officer) Mr. Chng Swee Ho Mr. Sheng Jia Ms. Shen Li

Non-executive Directors:

Mr. Li Mingshan (Chairman) Mr. Wong Sai Hung

Independent Non-executive Directors:

Mr. Ge Ming Mr. Peter Z Kuk Mr. Wang Wei This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.

This announcement will remain on the “ Latest Company Announcements ” page of the GEM website (www.hkgem.com) for at least 7 days from the date of its publication. This announcement will also be published on the website of the Company (www.creditchina.hk).





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