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CEDAR TUA HUAT
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ballball
Master |
22-May-2013 17:23
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Congrats! Everyone! | ||||
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vw2796
Senior |
22-May-2013 17:09
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everyone huat ah! Think Cedar101 will nett $120k from this if open 0.02 tomorow  (I last remember he declare 12k lots) |
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Xiang90
Senior |
22-May-2013 17:02
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i was right!! LOL. but he last few seconds than open. tsk tsk acquisition?? O.O | ||||
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vw2796
Senior |
22-May-2013 17:01
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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 ) |
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vw2796
Senior |
22-May-2013 16:55
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out!! | ||||
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Xiang90
Senior |
22-May-2013 16:54
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no same feel liao. Shall wait for good news tgt bro ballball :D
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Xiang90
Senior |
22-May-2013 16:52
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yeah true, now already 4.52... i should wake up from my dreams.. LOL hope tonight its good news!
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ballball
Master |
22-May-2013 16:49
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Ah xiang, since his phrases are so interesting, we can just used it often.
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yummygd
Supreme |
22-May-2013 16:47
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Tom start trading sure tonight give news.
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vw2796
Senior |
22-May-2013 16:46
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impossible. too close to closing liao.
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Xiang90
Senior |
22-May-2013 16:45
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if he say our conversation and said something like, it's coming.... even more exciting. hahaha
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ballball
Master |
22-May-2013 16:44
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yo! y u no confidence huh ?
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yummygd
Supreme |
22-May-2013 16:44
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After trading still count right
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Xiang90
Senior |
22-May-2013 16:43
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yes bro ballball :) i think he retire liao.... | ||||
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ballball
Master |
22-May-2013 16:42
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Ah xiang, are u saying " Expect the unexpected" ? This quote sounds familar?
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dekmelvie
Senior |
22-May-2013 16:39
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if still halted?? suspended or delisted?? hows our $$$$??? what will happen?
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Xiang90
Senior |
22-May-2013 16:38
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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.
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ballball
Master |
22-May-2013 16:34
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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.
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Flyordie
Veteran |
22-May-2013 16:33
Yells: "Sifu, Online !!!! Sea Pek Urgent !!!!" |
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x 0
x 0 Alert Admin |
If halt never been lifted in 3 days... Then...
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Xiang90
Senior |
22-May-2013 16:29
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left 30mins to unhalt?? | ||||
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