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341-360 of 1198
Congrats! Everyone!
everyone huat ah!
Think Cedar101 will nett $120k from this if open 0.02 tomorow
(I last remember he declare 12k lots)
i was right!! LOL. but he last few seconds than open. tsk tsk acquisition?? O.O
CEDAR STRATEGIC HOLDINGS LTD.
(Incorporated in the Republic of Singapore)
(Company Registration No. 198003839Z)
PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF
TRECHANCE HOLDINGS LIMITED
1. INTRODUCTION
The Board of Directors (the “Board”) of Cedar Strategic Holdings Ltd. (the “Company” and
together with its subsidiaries, the “Group”) refers to the Company’s announcement dated
28 September 2012 (the “MOU Announcement”) in relation to the memorandum of
understanding entered into by the Company with Talented Creation International Limited
(the “Vendor”) for the proposed acquisition (the “Proposed Acquisition”) of the entire
issued and paid-up share capital of Trechance Holdings Limited (“Trechance”).
Further to the MOU Announcement, the Board wishes to announce that the Company has
on 22 May 2013, entered into a conditional sale and purchase agreement (the “Sale and
Purchase Agreement”) with the Vendor pursuant to which the Company shall acquire
from the Vendor the entire issued and paid-up share capital of Trechance, for a
consideration of S$936,212,000, subject to adjustment as set out in Paragraph 3.2 of this
Announcement (the “Consideration”), to be satisfied in full by the issue and allotment of
new ordinary shares in the Company (the “Consideration Shares”).
The Proposed Acquisition, if undertaken and completed, will result in a “very substantial
acquisition” or “reverse takeover” of the Company as referred to in Chapter 10 of the
Listing Manual, Section B: Rules of Catalist (the “Listing Manual”) of the Singapore
Exchange Securities Trading Limited (the “SGX-ST”).
2. THE VENDOR AND THE HUA CHENG GROUP
The information in Paragraph 2 of this Announcement was provided by the Vendor.
2.1 Information relating to the Hua Cheng Group
Trechance is an investment holding company incorporated in Hong Kong. It has an issued
and paid-up share capital of HK$10,000 comprising 10,000 ordinary shares.
Trechance and its subsidiaries (collectively, the “Hua Cheng Group”, and each company a
“Hua Cheng Group Company”) are primarily involved in the business of property
development in the People’s Republic of China (“PRC”). The Hua Cheng Group is a
property developer with a large asset base in Guizhou Province, PRC, and has, at the date
hereof, completed more than twelve property development projects. It also has
properties held for investment which generated rental income of RMB85.0 million for the
financial year ended 31 December 2012 (“FY2012”). In addition, the Hua Cheng Group has
an estimated gross floor area of more than 4.9 million square metres of properties which
are under development and/or held for future development.
Please refer to the Appendix of this Announcement for the financial highlights of the Hua
Cheng Group. Further details relating to the history, business and operations of the Hua
Cheng Group will be included in the circular to be despatched by the Company to the
Company’s shareholders (the “Shareholders”) in connection with the Proposed
Acquisition (the “Circular”).
2.2 Information relating to the Vendor
As at the date hereof, the Vendor is the legal and beneficial owner of the entire issued and
paid-up share capital of Trechance. The Vendor is beneficially owned by Ms Ji Lei, the
daughter of Mr Ji Yu Dong.
3 KEY TERMS OF THE PROPOSED ACQUISITION
3.1 Proposed Acquisition
Pursuant to the Sale and Purchase Agreement, the Company has agreed to acquire and
the Vendor has agreed to sell the entire issued and paid-up share capital of Trechance (the
“Sale Shares”), free from all encumbrances and together with all rights and benefits of any
nature now or hereafter attaching thereto.
3.2 Consideration
Subject to adjustment as set out below, the Consideration payable by the Company for
the Sale Shares is S$936,212,000, which is equivalent to approximately seventy per cent
(70%) of the indicative realisable net asset value (“RNAV”) of the Hua Cheng Group as at
30 November 2012, and shall be satisfied on completion of the Proposed Acquisition
(“Completion”) by the issue and allotment to the Vendor (or its designated nominees as it
may direct) of 46,810,600,000 new Shares (“Consideration Shares”) (fractional
entitlement disregarded) at the issue price of S$0.02 per Consideration Share on a preshare
consolidation basis (the “Issue Price”).
The Company and the Vendor have agreed that the final Consideration shall be fixed at
seventy per cent (70%) of the RNAV of the Hua Cheng Group as at 30 June 2013, based on
the valuation by an independent market valuer (the choice of whom shall be at the
Company’s discretion). The Company has appointed Jones Lang LaSalle Corporate
Appraisal and Advisory Limited as the independent valuer to carry out property valuations
as at 30 June 2013 to determine the RNAV of the Hua Cheng Group as at 30 June 2013.
The Consideration was arrived at after arm’s length negotiations, on a willing-buyer,
willing-seller basis, taking into account, inter alia, the following factors:
(a) the indicative RNAV of the Hua Cheng Group of approximately RMB6.7 billion as at
30 November 2012
(b) the Issue Price of S$0.02 per Consideration Share (on a pre-share consolidation
basis) represents a premium of approximately 219.8% against the volume-weighted
average share price of the Company of approximately S$0.0091 for 17 May 2013,
the market day prior to the trading halt and
(c) the track record and the business prospects of the Hua Cheng Group, and the
rationale for the Proposed Acquisition as set out in Paragraph 5 of this
Announcement.
The Company and the Vendor have further agreed that the final number of Consideration
Shares to be issued to the Vendor (or its designated nominees as it may direct) shall be
determined after the final Consideration is adjusted by setting off the amount of the
outstanding loan from the Company to Trechance (including all accumulated interest) as
well as the sum of RMB80,000,000 previously paid by the Company for the 25% economic
interest in a piece of land located at Kaiyang County, Guizhou Province, owned by Guiyang
Shengxiang Investment Management Co., Ltd. (贵 阳 盛 祥 投 资 管 理 有 限 公 司 )
out!!
no same feel liao. Shall wait for good news tgt bro ballball :D
ballball ( Date: 22-May-2013 16:49) Posted:
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yeah true, now already 4.52... i should wake up from my dreams.. LOL hope tonight its good news!
vw2796 ( Date: 22-May-2013 16:46) Posted:
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Ah xiang, since his phrases are so interesting, we can just used it often.
Xiang90 ( Date: 22-May-2013 16:45) Posted:
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Tom start trading sure tonight give news.
vw2796 ( Date: 22-May-2013 16:46) Posted:
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impossible. too close to closing liao.
ballball ( Date: 22-May-2013 16:42) Posted:
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if he say our conversation and said something like,
it's coming....
even more exciting. hahaha
Xiang90 ( Date: 22-May-2013 16:43) Posted:
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yo! y u no confidence huh ?
dekmelvie ( Date: 22-May-2013 16:39) Posted:
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After trading still count right
dekmelvie ( Date: 22-May-2013 16:39) Posted:
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yes bro ballball :) i think he retire liao....
Ah xiang, are u saying " Expect the unexpected" ? This quote sounds familar?
Xiang90 ( Date: 22-May-2013 16:38) Posted:
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if still halted??
suspended or delisted??
hows our $$$$??? what will happen?
ballball ( Date: 22-May-2013 16:34) Posted:
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i'm thinking of possible happenings...... like last 15 mins release announcement, last 10mins unhalt.... than good news = buy buy buy buy than close high. tml chiongggggggggg LOL.
ballball ( Date: 22-May-2013 16:34) Posted:
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Ah xiang, dun so kan chiong. Did u sleep well? Left 30 mins to end today's trading session.
Wait for their announcement.
Xiang90 ( Date: 22-May-2013 16:29) Posted:
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If halt never been lifted in 3 days... Then...
left 30mins to unhalt??