On 9 November, 2021, Greenway Broadband (01097.hk) announced that the Company was informed by Yongsheng that on 30 September 2021, the Offeror, Celestial Pioneer Limited (as the Buyer) entered into a DC Agreement with Mr. Qiu Dachang (as the Seller) pursuant to which the Offeror conditionally agreed to the acquisition and Mr. Qiu Dachang conditionally agreed to sell and transfer the dc sales shares and dc sales loan for a total consideration of HK$148 million.
On the same day, the Offeror entered into a ps agreement with profit surge (as the seller) and Mr. Li Silian (as the guarantor of the profit surge) pursuant to which the offeror conditionally agreed to the acquisition and profit surge conditionally agreed to sell and transfer the ps sales shares and the ps sales loan for a total consideration of approximately HK$60.9 million.
As at the date of this Joint Announcement, (i) the Offeror is the single largest shareholder of Yongsheng, holding 31.5% of the total number of issued shares of Yongsheng ;(ii), Mr. Qiu Dachang holds 24.5% of the total number of issued shares of Yongsheng, and (iii) celestial channel limited (a wholly-owned subsidiary of Chow Tai Fook Enterprises Limited, of which Dr. Cheng is the chairman) holds 14.0% of the total number of issued shares of Yongsheng, (iv) profit Surge (wholly owned by Mr. Lee) holds 16.0% of the total number of issued shares of Yongsheng and (v) expand ocean l.p. (a fund whose sole general partner is a company wholly owned by Mr. Zhao Linghuan) holds 14.0% of the total number of issued shares of Yongsheng. The total number of dc selling shares and ps sales shares is equivalent to 40.5% of the total number of issued shares of Yongsheng.
Immediately following the completion of the Transaction, (i) the Offeror will hold 72.0% of the total number of issued shares of Yongsheng, (ii) celestial channel limited will hold 14.0% of the total number of issued shares of Yongsheng, (iii) expand oceanl.p. will hold 14.0% of the total number of issued shares of Yongsheng, and (iv) such sellers will no longer hold any interest in Yongsheng. Immediately following the completion of the Transaction, the Offeror and Celestial Channel Limited will collectively hold 86.0% of the total number of outstanding shares of Yongsheng.
As at the date of this Joint Announcement, Yongsheng holds approximately 43.2% of the Company's interest. As the Offeror will acquire the legal control of Yongsheng (as referred to in the Takeovers Code) upon completion of the Transaction and Yongsheng's controlling interest in the Company, the Offeror is required to make a conditional mandatory general offer for all issued shares of the Company in accordance with Note 8 of Rule 26.1 of the Takeovers Code and Guidelines for the Application of the Takeovers Code 19, with cash of HK$0.0264 per Offer Share, a discount of 61.2% from the closing price of HK$0.0680 per share on 30 September.
The Offeror is a limited company incorporated in the British Virgin Islands on 21 March 2017. The Offeror is an investment holding company and the entire issued share capital is held by Dr. Cheng Ka Chun in real benefits and directly. Dr. Cheng is also a director of the Offeror. Dr. Cheng is the sole shareholder and director of the Offeror. He is also the chairman of Chow Tai Fook Enterprises Limited, the sole shareholder of Chow Tai Fook Enterprises Limited, which holds 14.0% of all outstanding shares of Wing Shing. Dr. Cheng is also the Vice Chairman of the Board and a Non-executive Director.
The Offeror has no intention of making any material changes to the Group's existing operations and operations after the closing of such offers, or to allow the Group to continue to operate its existing business after such offers have closed. The Offeror will continue to ensure that the Group has good corporate governance, monitors and reviews the Group's operations and business from time to time, and may take such actions as it deems necessary or appropriate to optimise the Value of the Group. Neither the Offeror nor Wing Shing directly manages the Group. The Company is managed by the Board of Directors, which will continue to review the Group's business operations and financial position and make management decisions (including but not limited to decisions on the employment of its employees and the deployment of the Group's assets) as it deems appropriate.
In addition, trading in the Company's shares will resume on 10 November 2021.
This article originated from Grand Gateway
![With more than 9,000 acres of land in the mainland and 67 billion yuan in the bank to eat interest, Zheng Jiachun is the richest man[fig]](data:image/gif;base64,R0lGODlhAQABAIAAAP///wAAACwAAAAAAQABAAACAkQBADs=)