XPRESS GROUP LTD - früher CHINA CREDIT HOLDINGS LIMITED - 500 Beiträge pro Seite

[habnurwenig]

Zu dem Unternehmen:

http://www.xpressgroup.com/

Xpress Group Limited is listed on the Hong Kong Stock Exchange (Code:185) and is a group of companies committed to financing and operating hospitality, travel and card services.


Annual Report 2007:

http://main.ednews.hk/listedco/listconews/sehk/20070730/LTN2…

Aktuell in Hong Kong:

Nominal Price 0.285
Net Change 0.005
Change (%) 1.724
Bid 0.285
Ask 0.29
P/E(x) 12.13

High 0.285
Low 0.275
PreviousClose 0.29
Share Volume ('000) 660
Turnover ('000) 186

Bin seit kurzem investiert. Wer noch Interesse an diesem Wert hat, möge sich mit (konstruktiven) Kommentar melden . Vielleicht kann netterweise auch einer einen Chart reinstellen. Ich würde mich über rege Beteiligung freuen.

Auf eine grüne Zeit!

Grüße
habnurwenig

[habnurwenig]

Hmmm, keiner weiter investiert? Schade eigentlich!

[theswed]

Antwort auf Beitrag Nr.: 31.336.526 von habnurwenig am 29.08.07 23:43:50

schon ( nicht so viele - 25tsd mit + 53% ) - aber es ist zu wenig handel - kommt aber noch - die firma hat mit kreditkarten usw. zu tun - das gibt immer kohle. also abwarten

[habnurwenig]

Antwort auf Beitrag Nr.: 31.338.807 von theswed am 30.08.07 10:22:22

Naja, hab auch nur wenig, bin aber eher gerade bei null, hoffe aber auch auf weiter steigende Kurse. Immerhin macht einen ja der Blick auf den Chart des letzten Jahres ganz zuversichtlich....

Wiel lange bist Du schon dabei?

[habnurwenig]

News:

XPRESS GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 185)

MEMORANDUM OF UNDERSTANDING RELATING TO A POSSIBLE
ACQUISITION OF BIZEXPRESS AND SMARTTRAVEL
AND
CONNECTED TRANSACTION

The Directors wish to announce that the China Xpress and Mr. Ha entered into a non-binding memorandum
of understanding on August 28, 2007 to further explore the possibility of an acquisition of the Sale
Shares at a consideration of HK$12 million which will be satisfied by HK$6 million in cash and HK$6
million in Consideration Shares.

It is anticipated that, if concluded, the Acquisition may constitute a share transaction for the Company
under Chapter 14 of the Listing Rules.
Whilst the parties intend to conduct negotiations on the basis as set out in the MOU, the transaction
may or may not ultimately be concluded.

The Directors also announce that on September 3, 2007, eBanker entered into Disposal Agreements with

the Purchasers for the disposal of 20% equity interest in Japan Xpress for an aggregate consideration
of JPY100,050,000 (approximately HK$6,735,000). As the Purchasers are also the directors of Japan
Xpress, the Disposal Agreement constitutes a connected transaction under the Listing Rules. As each of
the relevant percentage ratio as defined in Rule 14A.10 of the Listing Rules is more than 2.5% but less
than 25% and the consideration is less than HK$10,000,000, the Disposal is therefore only subject to
the reporting and announcement requirements set out in Rules 14A.45 and 14A.47 of the Listing Rules
and is exempt from the independent shareholders’ approval requirement under the Listing Rules.
- -
Memorandum of Understanding (“MOU”)
Date 28 August 2007
Parties Mr. Ha Lam Fung, the shareholder of BizExpress and Smarttravel
China Xpress Travel (Hong Kong) Limited
Substance of the MOU
The MOU provides, subject to certain conditions, that a definitive sale and purchase agreement (“Formal
Agreement”) would be negotiated and entered into whereby China Xpress will purchase 60% registered
capital of (i) Beijing BizExpress Information Technology Company Limited, and (ii) Beijing Smarttravel
FIT Travel Agency Co., Ltd. for HK$12 million.
Mr. Ha has undertaken not to negotiate with any other parties on a sale of BizExpress and Smarttravel’s
shares from the date of the MOU to 26 December 2007.
The Formal Agreement, if concluded and completed will result BizExpress and Smarttavel as new 60%
owned subsidiaries of the Company and Mr. Ha will hold the remaining 40% interest in BizExpress and
Smarttavel. Further announcement will be made if Formal Agreement is signed for the Acquisition.
Proposed conditions
The MOU anticipates that the acquisition be subject to the principal conditions including (without limitation)
satisfactory completion of due diligence exercise on BizExpress and Smarttravel, and all necessary approvals
and consents being obtained.
Proposed share
It is anticipated that the Formal Agreement will state that the Company will issue new shares to Mr. Ha
as consideration for the Acquisition. The consideration is expected to be satisfied by (i) cash of HK$1.5
million and the issue and allotment of HK$1.5 million Consideration Shares, credited as fully paid, at
the Issue Price to Mr. Ha on Completion and (ii) cash of HK$4.5 million and the issue and allotment of
HK$4.5 million Consideration Shares (collectively “Performance Consideration”), credited as fully paid,
at the Issue Price to be released to Mr. Ha on the following manner:
(a) First Release: The First Release will occur when the total audited net profit before taxation of the
BizExpress and Smarttravel surpass HK$100,000 annually, and total audited net profits before tax
is at least 1.5% of the gross sales.
(b) Second Release: Only after the First Release is earned, the Second Release will occur when the
total audited net profit before taxation of the BizExpress and Smarttravel surpass HK$1,000,000
annually, and total audited net profits before tax is at least 1.5% of the gross sales.
- -
(c) Third Release: Only after the Second Release is earned, the Third Release will occur when the total
audited net profit before taxation of the BizExpress and Smarttravel surpass HK$2,000,000 annually,
and total audited net profits before tax is at least 1.5% of the gross sales.
The Consideration Shares will be issued pursuant to the general mandate to issue Shares granted to the
Directors at the annual general meeting of the Company held on 27 August 2007. In the event the number
of Consideration Shares to be issued exceed 20% of the Company’s share capital, the Company cannot issue
the Consideration Shares under the general mandate granted and will seek the shareholders’ approval at an
extra-ordinary general meeting for the issuing of the Consideration Shares. The Acquisition Consideration
was determined after arm’s length negotiations between the parties.
Further information about BizExpress and Smarttravel
BizExpress is a provider of travel related services in the PRC and is one of the first companies to provide
on-line travel and specialized hotel booking services in the PRC. BizExpress is also one of the first
companies to mass market membership cards to retail (FIT) travelers in the PRC.
Based on the audited accounts of BizExpress, the audited net liability value of BizExpress as at 31 December
2006 and 31 December 2005 were approximately RMB12,548,000 (approximately HK$12,962,000) and
RMB9,738,000 (approximately HK$10,059,000) respectively. For the year ended 31 December 2006, the
audited net loss before and after tax of BizExpress were approximately RMB2,535,000 (approximately
HK$2,619,000). For the years ended 31 December 2005, the audited net loss before and after tax of
BizExpress were approximately RMB4,171,000 (approximately HK$4,309,000).
Smarttravel is a provider of travel related services in the PRC and provide on-line travel and specialized
air ticketing services in the PRC.
Based on the audited accounts of Smarttravel, the audited net tangible asset value of Smarttravel as at 31
December 2006 and 31 December 2005 were approximately RMB1,697,000 (approximately HK$1,753,000)
and RMB1,704,000 (approximately HK$1,760,000) respectively. For the year ended 31 December 2006,
the audited net profit before and after tax of Smarttravel was approximately RMB6,000 (approximately
HK$6,000) and RMB5,000 (approximately HK$5,000) respectively. For the years ended 31 December 2005,
the audited net profit before and after tax of Smarttravel was approximately RMB7,000 (approximately
HK$7,000) and RMB6,000 (approximately HK$6,000) respectively.
REASON FOR THE ACQUISITION
The Group is engaged in hospitality, travel and card services business and property investment and securities
investments. China Xpress is a special purpose company indirectly wholly owned by the Company for
the Acquisition.
- -
The Board considers that the Acquisition is consistent with the intention of the Company to explore and
diversify into the field of on-line distribution of travel and hospitality services and products which the
Board believes offers great potential as the market has an increasing volume of e-commerce in travel and
hospitality services. The Board considers that the terms of the MOU are fair and reasonable and in the
interest of the Group.


DISPOSAL AGREEMENT
Date 3 September 2007

Parties
Vendor: eBanker USA.com, Inc.
Purchasers: Mr. Tsurumi Hironari, Mr. Oyama Masahiro and Mr. Sakamoto Atsukuni
Assets to be disposed
20% equity interest in Japan Xpress.
Consideration
The Consideration will be satisfied by the issuance of a promissory note of JPY33,350,000 (approximately
HK$2,245,000) by each Purchaser to eBanker, which was determined based on the net asset value of Japan
Xpress as at the time of the Completion will equal to JPY500,250,000 (approximately HK$33,675,000).
TERMS OF THE THREE PROMISSORY NOTES
The three promissory notes are the same and the terms of the Promissory Notes have been negotiated on
an arm’s length basis and the principal terms of which are summarised below:
Issuers
The Purchasers
Principal amount
JPY33,350,000
Interest
The Promissory Note will be interest free.
- -
Maturity
Due and payable at the earlier of (i) ten years from the issuance of the Promissory Note or (b) three
years after an initial public offering of Japan Xpress Hospitality Ltd., a wholly owned subsidiary of Japan
Xpress.
Security
The performance of each Promissory Note will be secured by the JX Sale Shares.
Japan Xpress is an investment holding company with its subsidiaries engaged in hospitality and travel
services mainly in Japan.
Based on the unaudited management accounts of Japan Xpress, the unaudited consolidated net liabilities
value of Japan Xpress as at 31 March 2007 and 31 March 2006 were approximately HK$9,998,000 and
HK$20,000 respectively. For the year ended 31 March 2007, the unaudited consolidated net loss before and
after tax of Japan Xpress were approximately HK$10,143,000 respectively. For the year ended 31 March
2006, the unaudited consolidated net result before and after tax of Japan Xpress was nil. The expected
gain or loss for the Disposal cannot be determine at this moment and depend on the actual consolidated
net asset value of Japan Xpress as at the date of completion.
REASON FOR THE DISPOSAL
The Group is engaged in hospitality, travel and card services business and property investment and securities
investments.
Mr. Tsurumi Hironari, Mr. Oyama Masahiro and Mr. Sakamoto Atsukuni are the directors of Japan Xpress
and various of its subsidiaries since 2005 and presently have not received any emolument for their efforts in
the management of the Japan subsidiaries of the Company. It was considered desirable and appropriate to
provide incentive to Mr. Tsurumi Hironari, Mr. Oyama Masahiro and Mr. Sakamoto Atsukuni by providing
opportunity to invest in Japan Xpress at the net book value of Japan Xpress at the time of the Completion.
The consideration for the Disposal Agreement includes providing their individual and collective services
to the Group, including their full-time and exclusive services and assistance, in a competent, diligent and
professional manner to the Group.
The Board considers that the transactions under the Disposal Agreement are in line with the Group’s
current business model and strategy to aggressively acquire travel stores and hotel properties, particular
in Japan. The development of these will generate human resources demand and can be satisfied by the
strategic partnership with the Purchasers. Accordingly, the Board (including the independent non-executive
Directors), considers that the Disposal Agreement, which is on normal commercial terms, is in the interest
of the Company and its shareholders as a whole and that the terms and conditions of the Disposal Agreement
are fair and reasonable so far as the Company and its shareholders as a whole are concerned.
- -
GENERAL
Pursuant to the MOU, China Xpress and Mr. Ha will negotiate with a view to entering into the Formal
Agreement. It is anticipated that, if concluded, the Acquisition may be constitutes a share transaction for
the Company under Chapter 14 of the Listing Rules.
The Disposal Agreement constitutes a connected transaction under the Listing Rules. As each of the
relevant percentage ratio as defined in Rule 14A.10 of the Listing Rules is more than 2.5% but less than
25% and the consideration is less than HK$10,000,000, the Disposal is therefore only subject to the
reporting and announcement requirements set out in Rules 14A.45 and 14A.47 of the Listing Rules and is
exempt from the independent shareholders’ approval requirement under the Listing Rules.
Whilst the parties intend to conduct negotiations on the basis as set out in the MOU, the transaction
may or may not ultimately be concluded.
DEFINITIONS
“Acquisition” the acquisition of the Sale Shares by the Company pursuant to the
MOU
“Acquisition Consideration” HK$12 million, being the consideration for the Acquisition
“BizExpress” Beijing BizExpress Information Technology Company Limited, a
company incorporated in PRC with limited liability with a registered
capital of RMB8,274,925
“Board” the board of Directors
“China Xpress” China Xpress Travel (Hong Kong) Limited, an indirect wholly-owned
subsidiary of the Company
“Company” Xpress Group Limited, a company incorporated in Hong Kong with
limited liability, the shares of which are listed on the Stock Exchange
“Completion” completion of the Formal Agreement
“Consideration Shares” the issue and allotment of an aggregate HK$6 million Shares, credited
as fully paid, at the Issue Price to Mr. Ha pursuant to the Acquisition
Agreement
“Directors” the directors of the Company
- -
“Disposal” the disposal of the JX Sale Shares by eBanker pursuant to the Disposal
Agreement
“Disposal Agreement” 3 agreements entered into between eBanker and the Purchasers on
3 September 2007 in respect of the disposal of the JX Sale Shares
“eBanker” eBanker USA.com, Inc., an indirect 81.8% owned subsidiary of the
Company,
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Issue Price” the prevailing last five-day average closing market price of the Shares
immediately prior to the Completion
“Japan Xpress” Japan Xpress Limited, a company incorporated in Hong Kong with
limited liability, a wholly owned subsidiary of eBanker
“JPY” Japanese Yen, the lawful currency of Japan
“JX Sale Shares” 20% equity interest in Japan Xpress
“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange
“MOU” a non-binding memorandum of understanding entered into between
China Xpress and Mr. Ha on 28 August 2007 in respect of the acquisition
of the Sale Shares
“Mr. Ha” Mr. Ha Lam Fung, an independent third party not connected with the
Company, the directors, chief executive or substantial shareholders
of the Company or its subsidiaries or their respective associates (as
defined in the Listing Rules)
“PRC” the People’s Republic of China
“Purchaser(s)” Mr. Tsurumi Hironari, Mr. Oyama Masahiro and Mr. Sakamoto
Atsukuni
“RMB” Renminbi, the lawful currency of the PRC
“Sale Shares” 60% registered capital of BizExpress and Smarttravel
- -
“Shares” shares of HK$0.01 each in the capital of the Company
“Smarttravel” Beijing Smarttravel FIT Travel Agency Co., Ltd, a company
incorporated in PRC with limited liability with a registered capital of
RMB1,500,000
“Stock Exchange” The Stock Exchange of Hong Kong Limited
By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director


Hong Kong SAR, September 5, 2007

As at the date of this announcement, the Board comprises of the executive directors Mr. Chan Heng Fai,
Mr. Chan Tong Wan, Ms. Chan Yoke Keow, Ms. Chan Sook Jin, Mary-ann, Mr. Chan Tung Moe and nonexecutive
director Mr. Fong Kwok Jen as well as independent non-executive directors Mr. Wong Dor Luk,
Peter, Mr. Joao Paulo Da Roza and Ms. Chian Yat Ping.
This announcement will be published on the website of The Stock Exchange of Hong Kong Limited at
www.hkex.com.hk and on the website of the Company at www.xpressgroup.com

[habnurwenig]

News:

DISCLOSEABLE TRANSACTION
DISPOSAL OF PROPERTIES

REASONS FOR AND BENEFITS OF THE DISPOSAL
The Company and its subsidiaries (“Group”) is engaged in hospitality, travel and card services business
and property investment and securities investments.
The Properties was acquired by the Group in March 2006 with the intention to hold the Properties for
long-term investment and for property letting purpose. The Properties have a total gross floor area of
approximately 11,733 sq.ft. The Properties are currently subject to tenancies, which will expire from
December 2007 to June 2009 and generating monthly rental revenue of approximately S$50,000
(approximately HK$255,000) and upon completion these tenancies will be transferred by the Vendor to
the Purchaser. The existing tenants of the Properties are Independent Third Parties.
The Directors consider that the then US property market is unstable and having considered the existing
market condition and the consideration of the Properties offered by the Purchaser, the Directors consider
that the Disposal is an exceptional good opportunity for the Group to manage the risk exposure and realize
its investment. The proceeds from the Disposal will enable the Group to reduce its borrowings and future
interest expenses and improve the financial position and the working capital condition of the Group.
- -
The Directors (including independent non-executive Directors) consider that the sale price for the Properties
have been determined after arm’s length negotiations between the parties by reference to the recent
transaction of the similar type of units in the property market. No independent valuation was carried out
for the Properties. The Directors are of the view that the Disposal are in the interest of the Group and the
terms of Disposal in the Agreement are in normal commercial terms, which are fair and reasonable and
in the interests of the shareholders of the Company as a whole. Based on the book value of the Properties
of S$23 million as at March 31, 2007, if the option is exercised, it is estimated that a gain on disposal of
approximately S$2.5 million (approximately HK$12.8 million) (after deduction of related expenses) will
be recorded by the Group. If the option is not exercised on or before 15 October, 2007, the option money
will be forfeited to the Vendor and the option will be expire and shall be null and void and neither party
shall have any claims against the others.
After the Disposal, the Group will receive the net proceeds of approximately S$25.5 million (approximately
HK$130 million). The Company intends to use the net sale proceeds from the Disposal for the repayment
of the mortgage loan of approximately S$10.31 million (approximately HK$52.56 million) (as at September 30,
2007 and the remaining balance will be used by the Group for the general working capital.
GENERAL
The Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.
A circular in connection with the Disposal will be dispatched to the shareholders of the Company as soon
as possible.
By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director

[habnurwenig]

News 20.11.2007

Anscheinend wurde das MOU gecancelt.

XPRESS GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 185)
ANNOUNCEMENT
This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules.
Reference is made to the announcement of the Company dated 5th September, 2007 (the “Announcement”)
relating to the proposed acquisition of 60% registered capital of BizExpress and Smarttravel. Unless
otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined
in the Announcement.
As disclosed in the Announcement, the Acquisition is conditional upon fulfillment of certain conditions
precedent, including satisfactory completion of due diligence exercise on BizExpress and Smarttravel,
and all necessary approvals and consents being obtained (the “Conditions”).
The Conditions have not been fulfilled as at 20th November, 2007 and China Xpress has served notice
to Mr. Ha that it will not proceed with the Acquisition. Accordingly, the MOU has immediately lapsed
and will be of no further effect to the parties and no party shall have any claim against or liability or
obligation to the other. If the Company enters into a new memorandum of understanding or agreement
with Mr. Ha, the Company will comply with all regulatory requirements.
By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director
Hong Kong SAR, 20 November, 2007

[habnurwenig]

NOTIFICATION OF BOARD MEETING
The board of directors (the “Board”) of Xpress Group Limited (the “Company”) announces that a
meeting of the Board will be held on Friday, 21 December 2007 at 12:00 p.m. to approve, among other
matters, the interim results of the Company and its subsidiaries and to determine the interim dividend
(if any) for the six-month period ended 30 September 2007.
By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director
Hong Kong SAR, December 11, 2007

[habnurwenig]

INTERIM RESULTS ANNOUNCEMENT
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2007

http://main.ednews.hk/listedco/listconews/sehk/20071221/LTN2…

[habnurwenig]

MANAGEMENT DISCUSSION AND ANALYSIS
Business Review
The Group’s turnover for the six months ended September 30, 2007 was HK$704.4 million, compared
to turnover of HK$307.9 million for the same period in 2006, representing a 129% increase, which was
mainly contributed by the travel service companies, Makino Air Travel Service Ltd (“Makino”) acquired
in March 2007 and Crystal Travel Co., Ltd. (“Crystal”) acquired in July 2007. Profit attributable to
equity holders of the Company for the six months ended September 30, 2007 was HK$92.1 million
compared to loss of HK$16.8 million for the same period in 2006. The earning per share for the six
months ended September 30, 2007 was HK5.13 cents compared to loss per share of HK1.01 cents for
the same period in 2006.
Financial and Securities Investment Division
The division recorded a profit of HK$40.7 million as compared to HK$11 .0 million for the same period
in 2006.

Travel Agency Division
During the period, the travel business recorded a turnover and operating loss of approximately HK$670.8
million (2006: HK$294.5 million) and HK$8.2 million (2006: profit of HK$2.3 million).

Hotels and Hospitality Division
During the period, the hospitality business recorded a turnover and operating loss of approximately
HK$15.0 million (2006: Nil) and HK$2.6 million (2006: Nil).

Credit Card Division
During the period, the Group recovered bad debts of HK$0.4 million and the Credit Card business
recorded a turnover of approximately HK$6.3 million, representing an increase of 49% from the same
period last year.

Liquidity and Capital Resources
During the period, the registered holders of 54,437,649 warrants exercised their rights to subscribe for
ordinary shares. At the balance sheet date, the Company had outstanding 102,456,687 warrants. Exercise
in full of such warrants would result in the issue of 102,456,687 additional shares of HK$0.01 each.
During the period, the Group continued to maintain a strong liquidity position. The Group generally
finances its operations with internally generated resources and banking facilities provided by its bankers.
As at September 30, 2007, the Group had cash and cash equivalents and funds in securities brokers
amounted to approximately HK$11 3.6 million (3.31.2007: HK$191.6 million) mainly dominated in
Hong Kong dollars, Singapore dollars and Japanese Yen. The Group had borrowings of approximately
HK$254.1 million mainly dominated in Hong Kong dollars, Singapore dollars and Japanese Yen
(3.31.2007: HK$229.8 million). As at September 30, 2007, the Group’s current ratio was 1.89 (3.31.2007:
3.47) and had a gearing ratio of 15.0% (3.31.2007: 4.1%), defined as the ratio of total borrowings less
cash balances to total assets.

[habnurwenig]

Nun, hört sich doch mal ganz gut an.

Meinungen?

[habnurwenig]

24/12/2007 12:36:00 HKT:

Nominal Price 0,232


Net Change 0,026 UP


Change (%) 12,6 UP


Bid 0,232


Ask 0,245

[habnurwenig]

Hong-Kong Dollar Wechselkurs Euro € Geldkurs Briefkurs
0,232 26 Dez 0,08833 0,02049 0,08833 0,08836

[habnurwenig]

Ein schönes und erfolgriches Jahr, allen INvestierten (sofern es noch solche hier gibt )

[habnurwenig]

Antwort auf Beitrag Nr.: 32.917.841 von habnurwenig am 02.01.08 18:29:36

Uuuups....war wohl noch Restalkohol da...

Nochmal...

Ein gutes und ERFOLGREICHES neues Jahr allen Investierten!!!

[habnurwenig]

SUSPENSION OF TRADING
At the request of Xpress Group Limited (the “Company”), trading in shares and
warrants (Stock Code: 2386) of the Company will be suspended with effect from 9:30
a.m., 15 February 2008 pending the release of an announcement in relation to a
notifiable transaction which is considered to be price sensitive.

[habnurwenig]

XPRESS GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 185)
PROPOSED ASSET TRANSACTION
MAJOR AND CONNECTED TRANSACTION AND
RESUMPTION OF TRADING OF SHARES
On 14 February, 2008, the Company entered into the Agreement with SingXpress, under which the
Company has agreed to procure the sale of, and SingXpress has agreed to purchase of the entire issued
and paid-up share capital of each of SSRPL and SIPL and 60% of the issued and paid-up capital of AFT
and the benefits of the Sale Loan at a consideration of S$35,936,624 (approximately HK$197,651,000)
to be satisfied by the issue and allotment of XG Consideration Shares at the Issue Price.
The Asset Transaction constitutes a major transaction for the Company pursuant to Chapter 14 of the
Listing Rules. Mr. Lee, a substantial shareholder of AFT who holds 40% equity interest in AFT, is a
controller of the Group. Accordingly, the Asset Transaction also constitutes a connected transaction
for the Company under Listing Rule 14A.13(1)(b)(i). The Stock Exchange has ruled that the Asset
Transaction constitute a spin-off for the purpose of Practice Note 15 of the Listing Rules. The Company
may apply for the decision to be reviewed.
Shareholders should note that if the final decision of the Stock Exchange remains unchanged,
the Company may assess whether it can comply with the requirements of Practice Note 15 and
may or may not proceed with the Asset Transaction and/or the potential spin-off or may amend
with the terms of the Agreement. Shareholders are therefore urged to exercise caution when
dealing in the securities of the Company. Further announcement(s) will be made as and when
appropriate in respect of any material developments relating to the Asset Transaction.
In the event the Company decided to proceed with the Asset Transaction, the Company will comply with
Chapter 14 and 14A of the Listing Rules and a circular will be despatched to the shareholders as soon as
practicable and the Asset Transaction would need to be approved by the shareholders of the Company.
Trading in the securities of the Company was suspended with effect from 9:30 a.m. on 15 February,
2008 at the request of the Company pending the publication of this announcement. Application has
been made by the Company for the resumption of trading of securities of the Company with effect
from 9:30 a.m. on 29 February, 2008.




THE AGREEMENT
Date
14 February, 2008
Parties
1. The Company; and
2. SingXpress Ltd
Pursuant to the Agreement, the Company has agreed to procure the sale of, and SingXpress has agreed
to purchase of the entire issued and paid-up share capital of each of SSRPL and SIPL and 60% of the
issued and paid-up capital of AFT and the benefits of the Sale Loan at a consideration of S$35,936,624
(approximately HK$197,651,000).
Consideration
The total consideration for the Asset Transaction consists of (i) S$23,874,911 (equivalent to approximately
HK$131,312,000), which represents the consideration for the Target Property Shares; and (ii)
S$1,000,000 (equivalent to approximately HK$5,500,000), which represents the consideration for
the Target AFT Shares and (iii) S$11 ,061,713 (equivalent to approximately HK$60,839,000), which
represents the principal of the Sale Loan outstanding as at the date of the Agreement.
The consideration has been determined after arm’s length negotiation and will be satisfied by the issue
and allotment of XG Consideration Shares at the Issue Price.
The Issue Price shall be the issue price as at the Completion Date, taking into account any volumeweighted
variation in the issued share capital of SingXpress (whether by way of a capitalisation of
profits or reserves or rights issue or reduction, sub-division, consolidation or distribution or otherwise
whatsoever) between the date of the Agreement and the Completion Date but excluding the Lee
Consideration Shares. The number of XG Consideration Shares to be issued and allotted is determined
in accordance with the formula set out below pursuant to the Agreement and based on 272,003,000
issued shares as at the date of Agreement and the agreed Issue Price of S$0.04:
weighted
(number of average issue
(272,003,000 New SingXpress price of the New
x S$0.04) + Shares x Issue Price = SingXpress Shares)
number of issued share capital of SingXpress as at the Completion Date
New SingXpress Shares = the number of new shares issued by SingXpress in its issued share
capital between the date of the Agreement and the Completion
Date.
- -
Pursuant to the Agreement, on completion of the Asset Transaction, the Company shall deliver to
SingXpress an irrevocable instruction from the respective holding company of SSRPL, SIPL and AFT
directing the issue and allotment of the XG Consideration Shares to XCL. The XG Consideration
Shares, when issued and allotted, shall rank pari passu in all respects with the then existing shares of
SingXpress save for any dividends, rights, allotments or other distributions, the record date for which
falls before the date of issue of the XG Consideration Shares.
There are four tranches of XG Consideration Shares to be issued to the Company for the acquisition of
Target AFT Shares. Save for the first tranche which will be issued after the Completion Date, the number
of XG Consideration Shares to be issued in the remaining three tranches will be issued according to
a performance formula over the next 3 years by SingXpress at the end of the relevant financial years
subject to the net profit before tax targets (“NPBT Targets”) being met. However if NPBT Targets
did not reach the level stipulated then payment is adjusted on an agreed formula with zero payment if
NPBT Targets below S$0.5 million, S$1 million and S$1.5 million for FY2008, FY2009 and FY2010
respectively.
The Company has agreed to receive up to S$35,936,624 (approximately HK$197,651,000) as the total
consideration payable in two portions as follows:–
(i) The first portion (“First Portion Consideration Shares”) being the number of XG Consideration Shares
based on the Issue Price and the consideration of S$34,936,624 (approximately HK$192,151,000),
payable in respect of the Sale Loan and the Target Property Shares shall be allotted and issued
on the Completion Date. The second portion (“Second Portion Consideration Shares”) being the
number of XG Consideration Shares based on the Issue Price and the consideration of S$1,000,000,
(approximately HK$5,500,000) payable in respect of Target AFT Shares shall be divided and
payable in up to four equal tranches.
(ii) Each tranche of the Second Portion Consideration Shares shall be allotted and issued by SingXpress
by reference to each of financial year ended 31 March 2007, 31 March 2008, 31 March 2009 and 31
March 2010 respectively if AFT achieves or exceeds the specified net profit before taxation targets
for the years 2008, 2009 and 2010 for S$500,000, S$1,000,000 and S$1,500,000 respectively
(“NPBT Targets”). Therefore, if the NPBT Targets for any of those years is not met, the maximum
number of XG Consideration Shares will not be issued to the Company and the total consideration
payable pursuant to the Agreement will be reduced accordingly. For illustration purpose only,
assuming that the Issue Price is S$0.04 and the NPBT Targets are not met, the Company will only
receive 6,250,000 XG Consideration Shares in respect of Target AFT Shares,
For illustration purpose only, assuming that there is no new shares of SingXpress will be issued before
Completion, the issue price per XG Consideration Share is S$0.04, there is no premium over the
weighted average price of the Shares of S$0.04 for trades done on the Catalist for the full market day
immediately prior to the date of the announcement of SingXpress on 14 February, 2008.
The consideration was arrived at on a willing buyer-willing seller basis, taking into account of various
factors including the net asset value of the Target Companies and the carrying amount of the properties
held by SSRPL and SIPL of S$40.9 million (approximately HK$225.2 million) as at 30 September
2007, the fair value of the Sale Loan and the valuation of the properties held by SSRPL and SIPL of
S$52.1 (approximately HK$286.6 million), as valued by GSK Global Pte Ltd as at the Appraisal Date.
GSK Global Pte Ltd is an independent valuer jointly commissioned by the Company and SingXpress
to perform the valuation based on the open market value of the properties.
- -
Conditions
Completion of the Asset Transaction is conditional, among other things, on the following conditions
precedent being fulfilled (or waived) on or before 31 July, 2008, or such later date as may be agreed
by the Company and SingXpress:
(i) all necessary approvals from regulatory authorities including approvals from the Stock Exchange,
and SGX-ST having been obtained in respect of the Asset Transaction, if necessary;
(ii) all necessary approvals by the shareholders of SingXpress in general meeting in respect of the
Asset Transaction (including approvals for issue and allotment of Consideration Shares) in a
manner as required by the SGX-ST having been obtained;
(iii) all necessary approvals by the shareholders of the Company in general meeting in respect of the
Asset Transaction in a manner as required by the Stock Exchange or under the Listing Rules
having been obtained;
(iv) listing of and permission to deal in the XG Consideration Shares having been granted by the
SGX-ST;
(v) SingXpress being satisfied with the results of a financial, legal and operational due diligence
review of the Target Companies and the Sale Loan;
(vi) the granting of the Whitewash Waiver by the Securities Industry Council;
(vii) the Whitewash Resolution having been passed by the Independent Shareholders by way of a poll
at the SingXpress EGM; and
(viii) all other conditions of the Whitewash Waiver having been complied with.
Lee Acquisition
On 14 February, 2008, SingXpress has entered into an agreement with Mr. Lee, pursuant to which Mr.
Lee agreed to sale of, and SingXpress has agreed to purchase of 40% of the issued and paid-up capital
of AFT at a consideration of S$2,000,000 (approximately HK$11 ,000,000). The consideration will be
satisfied by the issue and allotment of Lee Consideration Shares at the issue price equal to the Issue
Price. There are four tranches of Lee Consideration Shares to be issued to Mr. Lee on the same manner
with the Second Portion Consideration Shares as mentioned above. The consideration for the Target
AFT Shares under the Asset Transaction and the consideration for 40% of the issued and paid-up capital
under the Lee Acquisition are separately negotiated. Lee Acquisition is subject to, among other things,
the completion of the Asset Transaction.
- -
Simplified Shareholding Structure
The following diagrams illustrate the group structure of each of the Company and SingXpress before
and after the Asset Transaction and Lee Acquisition:
As at the date of this Announcement:
After completion of Asset Transaction and Lee Acquisition:
The Company
The Company
XCL
XCL
100% (indirect) 100% (indirect)
100% (indirect)
100% 100% 100%
80.5%
4.1%
100% (indirect)
40%
98.8% (indirect)
98.8% (indirect)
31.0% 60% (indirect)
SingXpress
SingXpress
SIPL
SIPL
SSRPL
SSRPL
Mr. Lee
Mr. Lee
China Xpress Ptd Ltd
China Xpress Ptd Ltd
AFT
AFT
As at the date of this Announcement:
After completion of Asset Transaction and Lee Acquisition:
The Company
The Company
XCL
XCL
100% (indirect) 100% (indirect)
100% (indirect)
100% 100% 100%
80.5%
4.1%
100% (indirect)
40%
98.8% (indirect)
98.8% (indirect)
31.0% 60% (indirect)
SingXpress
SingXpress
SIPL
SIPL
SSRPL
SSRPL
Mr. Lee
Mr. Lee
China Xpress Ptd Ltd
China Xpress Ptd Ltd
AFT
AFT
- -
The Group’s interest in SingXpress will be decreased from approximately 80.5% to 80.2% should the
NPBT Targets are not met, in which case only the First Portion Consideration Shares and the first tranch
of the Second Portion Consideration Shares will be issued and allotted.
INFORMATION OF SSRPL, SIPL AND AFT
SSRPL and SIPL are indirect wholly-owned subsidiaries of the Company whose principal business
activity is property investment holding, the principal assets of which are their direct interests in the
Properties. Save as stated in the Agreement, the Properties are free from any mortgages, charges, liens,
pledges, options and third party claims or other encumbrances. Particulars of the Properties are as
follows:
Property Area (sq. ft.) Usage
Particulars of
occupancy
Attributable
interest
Property interests held by SSRPL
for investment
i. No. 239 Arcadia Road, #03-
04 The Arcadia, Singapore
289845.
6,566 Residential Leased 100%
ii. No. 237 Arcadia Road, #05-
01 The Arcadia, Singapore
289844.
3,757 Residential Leased 100%
iii. 1 9 small-office-home-office
units (#02-04, 04-02, 04-04,
07-03, 09-03, 09-04, 11 -02,
11 -03, 11 -04, 13-02, 13-03,
13-04, 15-02, 15-03, 15-04,
17-02, 17-03, 17-04 and 19-
02) and 1 retail unit (#01-03)
situated at 883 North Bridge
Road #02-04, Singapore
198785
18,205 Commercial/
residential
Under
construction
100%
Property interests held by SIPL for
investment
iv. 200 Jalan Sultan #08-01
Textile Centre, Singapore
39,310 Commercial Vacant 100%
AFT is a Singapore company whose principal business activity is travel related services which focuses
on corporate travel for small and medium enterprises, government statutory boards, multi-national
corporations and global companies’ leisure travel. These include land packages and tours, “MICE”
(Meetings – Incentives – Conventions – Exhibitions) and whole agent airline ticketing businesses.
- -
A summary of the unaudited combined results of SSRPL and SIPL for each of the three years ended
31 March, 2005, 2006 and 2007 and for the six months ended 30 September, 2007 is set out below.
Six months
For the year ended ended
31 March 30 September
2005 2006 2007 2007
HK$’000 HK$’000 HK$’000 HK$’000
Profit/(loss) before taxation (6 ) (1,595 ) 8,799 58,493
Profit/(loss) after taxation (6 ) (1,595 ) 1 5,296 47,834
Net asset value (22 ) (28 ) 22,149 69,988
A summary of the results of AFT for each of the three years ended 31 March, 2005, 2006 and 2007
and for the six months ended 30 September, 2007 is set out below.
Six months
For the year ended ended
31 March 30 September
2005 2006 2007 2007
HK$’000 HK$’000 HK$’000 HK$’000
Profit/(loss) before taxation (6,023 ) (4,142 ) (550 ) 61
Profit/(loss) after taxation (6,023 ) (4,142 ) (550 ) 61
Net asset value (6,903 ) (2,756 ) 6,061 6,122
INFORMATION OF SINGXPRESS
SingXpress is engaged in securities investments and travel and hospitality business. As at the date of this
announcement, XCL has interest in 84,236,000 Shares representing about 30.97% of the existing issued
share capital of SingXpress and is accounted for as an associate company of the Group. To the best of
the directors’ knowledge, information and belief having made all reasonable enquiry, SingXpress is third
party independent of and not connected with any directors, chief executive or substantial shareholders of
the Company or its subsidiaries or any of their respective associates as defined in the Listing Rules.
For the financial year ended 31 December 2006, the audited revenue of SingXpress was approximately
S$8,637,000 (approximately HK$47,504,000) and the audited net profit before and after tax of SingXpress
were approximately S$802,000 (approximately HK$4,411 ,000) and S$802,000 (approximately
HK$4,411 ,000) respectively and the net asset value of SingXpress as at 31 December 2006 was
S$6,968,000 (approximately HK$38,324,000). For the financial year ended 31 December 2005, the
audited revenue of SingXpress was approximately S$16,696,000 (approximately HK$91,828,000) and
the audited net loss before and after tax of SingXpress were approximately S$3,763,000 (approximately
HK$20,697,000) and S$3,612,000 (approximately HK$19,866,000) respectively and the net asset value
of SingXpress as at 31 December 2005 was S$7,648,000 (approximately HK$42,064,000).
- -
REASONS FOR THE ASSET TRANSACTION
The Group is engaged in property investment, financial services and securities investments, including
corporate finance, consumer finance, travel related services, hotel operation and credit card.
The Directors consider that the Asset Transaction provides SingXpress with an opportunity to diversify
its business into property investment and enable SingXpress to further enlarge its asset base and share
capital and also the income base. Upon completion of the Asset Transaction and Lee Acquisition, the
Target Companies will become wholly owned subsidiaries of SingXpress. Upon completion of the Asset
Transaction and Lee Acquisition, the Group’s interest in SingXpress will be increased to approximately
80.5% and SingXpress will become a subsidiary of the Company and its result, assets and liabilities
will be consolidated into the financial statements of the Group. The Directors believe that the Asset
Transaction would increase its economies of scale in its travel business and to leverage on branding of
the Group. In addition, it will make the Group the major shareholder of a new listed vehicle in Singapore
and consolidate the majority of the Company’s Singapore assets under one listed subsidiary.
Upon Completion, SingXpress will be accounted for as a consolidated subsidiary of the Company
and SingXpress will be fully consolidated in the Group’s financial statements and will no longer be
an associated company of the Company. SSRPL, SIPL and AFT will continue to be subsidiaries of
the Company. The Company’s interests in SSRPL and SIPL will be effectively reduced from 100% to
approximately 80.5% and the interest in AFT will be effectively reduced from 60% to approximately
48.3% which represents the Company’s interests in SingXpress upon Completion. Subject to the review
by the auditors, the Company will record a gain on the disposal of approximately HK$63 million,
calculated as the excess of the fair value of interests in the Target Companies and Sale Loan given up
over the corresponding carrying amounts by reference to the fair value of the Target Companies and
Sale Loan according to the valuation reports as at the Appraisal Date and related carrying amounts in
the unaudited financial statements of the Company as at the same date.
LISTING RULES IMPLICATIONS
The Asset Transaction constitutes a major transaction for the Company pursuant to Chapter 14 of the
Listing Rules. Mr. Lee, a substantial shareholder of AFT who holds 40% equity interest in AFT, is a
controller of the Group. Accordingly, the Asset Transaction also constitutes a connected transaction
for the Company under Listing Rule 14A.13(1)(b)(i). The Stock Exchange has ruled that the Asset
Transaction constitute a spin-off for the purpose of Practice Note 15 of the Listing Rules. The Company
may apply for the decision regarding the spin-off to be reviewed.
Shareholders should note that if the final decision of the Stock Exchange remains unchanged, the
Company may assess whether it can comply with the requirements of Practice Note 15 and may
or may not proceed with the Asset Transaction and/or the potential spin-off or may amend with
the terms of the Agreement. Shareholders are therefore urged to exercise caution when dealing in
the securities of the Company. Further announcement(s) will be made as and when appropriate
in respect of any material developments relating to the Asset Transaction.
- -
In the event the Company decided to proceed with the Asset Transaction, the Company will comply
with Chapter 14 and 14A of the Listing Rules and a circular will be despatched to the shareholders as
soon as practicable and the Asset Transaction would need to be approved by the shareholders of the
Company.
The directors of the Company consider that the terms and conditions of the Asset Transaction are on
normal commercial terms and are fair and reasonable and are in the interest of the Company and the
shareholders of the Company as a whole.
RESUMPTION OF TRADING IN SECURITIES
Trading in the securities of the Company was suspended with effect from 9:30 a.m. on 15 February,
2008 at the request of the Company pending the publication of this announcement. Application has
been made by the Company for the resumption of trading of securities of the Company with effect from
9:30 a.m. on 29 February, 2008.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context
otherwise requires:
“AFT” Anglo-French Travel Pte Ltd, a company incorporated in Singapore
with limited liability which is an indirect 60% owned subsidiary of
the Company
“Agreement” The sale and purchase agreement date 14 February, 2008 entered into
by the Company and SingXpress, the details of which are set out in
the section headed “The Agreement” in this announcement
“Appraisal Date” 30 September 2007
“Asset Transaction” the proposed transaction contemplated pursuant to the terms of the
Agreement
“associate’’ has the meaning defined in Chapter 1 of the Listing Rules
“Board’’ the board of Directors
“Company’’ Xpress Group Limited, a company incorporated in Hong Kong
with limited liability, the shares of which are listed on the Stock
Exchange
“Completion” completion of the Asset Transaction
- 10 -
“Completion Date” the date of completion of the Asset Transaction, being a date to be
specified and in any event, no later than three months from the date
of the completion of the conditions precedent under the Agreement
“Director(s)’’ the director(s) of the Company
“Group’’ the Company and its subsidiaries from time to time
“Hong Kong’’ the Hong Kong Special Administrative Region of the People’s
Republic of China
“Independent Shareholders’’ shareholders of SingXpress other than XCL, its associates and parties
acting in concert with them
“Issue Price” the price at which new SingXpress shares will be issued pursuant to
the Agreement, the initial issue price being S$0.04 per share, subject
to adjustments
“Lee Acquisition” The proposed transaction contemplated pursuant to the terms of the
sale and purchase agreement date 14 February, 2008 entered into by
Mr. Lee and SingXpress, the details of which are set out in the section
headed “Lee Acquisition” in this announcement
“Lee Consideration Shares” new SingXpress shares to be issued by SingXpress as the consideration
for the Lee Acquisition at an issue price equal to Issue Price
“Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Lee” Mr. Lee Liat Cheng, beneficially interested in 40% of the issued share
capital of AFT and is a director of AFT
“Properties” The properties described under the paragraph titled “Information of
SSRPL, SIPL and AFT” of this announcement. These Properties are
currently held by SSRPL and SIPL
“Sale Loan” A total amount of S$11 ,061,713 which is outstanding, repayable
and owing by SSRPL and SIPL to the Company as at the date of the
Agreement in respect of non-interest bearing loans made available
by the Company to SSRPL and SIPL
“Share(s)” share(s) in the share capital of the SingXpress
“Shareholder(s)” shareholder(s) of the Company
- 11 -
“SGX-ST” Singapore Exchange Securities Trading Limited
“SIPL” SingXpress International Pte Ltd, a company incorporated in Singapore
with limited liability which is an indirect wholly owned subsidiary of
the Company
“SingXpress” SingXpress Ltd, a company incorporated in Singapore with limited
liability, the shares of which are listed on the SGX-ST
“SingXpress EGM’’ the extraordinary general meeting of SingXpress to be convened for the
purposes of considering, among other things, the Asset Transaction
“SSRPL” Singapore Service Residences Pte Ltd, a company incorporated in
Singapore with limited liability which is an indirect wholly owned
subsidiary of the Company
“Stock Exchange’’ The Stock Exchange of Hong Kong Limited
“Target Companies” SSRPL, SIPL and AFT and Target Company shall mean any one of
the Target Companies
“Target AFT Shares” The 60% of the issued and paid-up capital of AFT
“Target Property Shares” The entire issued and paid-up share capital of each of SSRPL and
SIPL
“Whitewash Resolution” the resolution to be approved by way of a poll by a majority of the
Independent Shareholders present and voting at the SingXpress EGM
to waive their rights to receive a general offer for SingXpress from
any or all of the Company and its concert parties pursuant to Rule
14 of the Singapore Code and the Whitewash Waiver
“Whitewash Waiver” the waiver granted by the Securities Industry Council of the requirement
for XCL to make a mandatory general offer to the other shareholders
of SingXpress to acquire their Shares under Rule 14 of the Singapore
Code on Take-overs and Mergers, arising from the acquisition by the
Company of XG Consideration Shares, issued pursuant to the Asset
Transaction, subject to the satisfaction of any conditions as may be
imposed by the Securities Industry Council
“XCL” Xpress Credit Limited, an indirect wholly owned subsidiary of the
Company
- 12 -
“XG Consideration Shares” new SingXpress shares to be issued by SingXpress as the consideration
for the Asset Transaction at the Issue Price
“HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong
“S$” Singapore dollars, the lawful currency of Singapore
“%’’ per cent.
By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director
Hong Kong SAR, 29 February, 2008

[habnurwenig]

EXCHANGE NOTICE - RESUMPTION OF TRADING

Trading in the shares of Xpress Group Limited (stock code: 00185) and
warrants (stock code: 02386) will be resumed at 9:30 a.m. today (29/2/2008).

[habnurwenig]

NOTICE OF BOARD OF DIRECTORS MEETING
The Board of Directors (the “Board”) of Xpress Group Limited (the “Company”)
hereby announces that a meeting of the Board of the Company will be held on 28 July
2008 to approve, among other matters, the annual results of the Company and its
subsidiaries and to determine the final dividend (if any) for the year ended 31 March
2008.


Hong Kong, 16 July 2008

[habnurwenig]

Sollte sich einer dafür interssieren, die Zahlen für das letzte Geschäftsjahr sind raus:

http://www.hkexnews.hk/listedco/listconews/sehk/20080729/LTN…

[habnurwenig]

Auch wenn es den Anschein hat, das ich der letzte Verbliebene hier bin, vielleicht interessierts ja doch noch einen:

Profit Warning This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules.
The Board would like to inform the Shareholders and Investors that the unaudited interim results
of the Group for the six months ended 30 September 2008 is expected to record a loss as
compared to a profit for the corresponding period ended 30 September 2007.
Shareholders and Investors should exercise caution when dealing in the shares of the
Company.
The Board wishes to announce that the Group is currently evaluating the financial condition and
performance of Japan Travel to determine the future plan of Japan Travel.
This announcement is made by Xpress Group Limited (the “Company”) pursuant to Rule 13.09
of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the “Listing Rules”).
The board of directors (the “Board”) of the Company would like to inform shareholders
(“Shareholders”) of the Company and potential investors (“Investors”) that based on information
currently available, the unaudited interim results of the Company and its subsidiaries (“Group”)
for the six months ended 30 September 2008 is expected to record a loss as compared to a profit
for the corresponding period ended 30 September 2007. The loss is mainly attributable to a
number of factors including (i) the travel related business of the Group is experiencing operating
losses; (ii) the unrealized losses of the Group’s holding in trading securities have arisen as a
result of the recent downturn in the equity market; (iii) the decrease in the valuation of the
investment properties and (iv) the recognition of impairment loss on goodwill.
The Company is still in the process of finalising the unaudited interim results of the Company
for the six months ended 30 September 2008. The information contained in this announcement is
only preliminary assessment by the management of the Company based on the information
available to them. The Board is not in a position to quantify the financial impact on the Company
at this stage. Further details of the unaudited interim results of the Company will be disclosed in
the interim results announcement for the six months ended 30 September 2008, which are
expected to be dispatched to the Shareholders on or before the end of December 2008.
Shareholders and Investors should exercise caution when dealing in the shares of the
Company.
The Board wishes to announce that in the light of the current adverse financial and economic
circumstance affecting the Group’s travel business, the Group is currently evaluating the
financial condition and performance (“Evaluation”) of one of its subsidiary, Xpress Travel
Limited, in Japan (“Japan Travel”) to determine the future plan of Japan Travel. Japan Travel has
instructed all divisions to stop new bookings since November 6, 2008. The Evaluation may
result in the decrease in scale or cessation of business of Japan Travel. As at the date of this
announcement, no final decision in relation to the Evaluation has been made. The Company will
keep the market informed by way of announcement in compliance with the requirements of the
Listing Rules as and when appropriate.
By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director
Hong Kong, 12 November, 2008

http://www.hkexnews.hk/listedco/listconews/sehk/20081112/LTN…

[habnurwenig]

ANNOUNCEMENT
This announcement is made by the Company pursuant to Rule 13.09 of the Listing
Rules.
The Board wishes to announce that on 14 November 2008 the board of directors of
Japan Travel resolved to file a petition for the liquidation of Japan Travel in Japan.
Shareholders and Investors should exercise caution when dealing in the shares of
the Company.
This announcement is made by Xpress Group Limited (the “Company”) pursuant to
Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”).
Reference is made to the announcement dated 12 November 2008 (“Announcement”)
issued by the Company regarding, inter alia, the evaluation of the financial condition
and performance of Japan Travel. Capitalised terms used in this announcement have
the same meanings as those defined in the Announcement unless the context herein
requires otherwise.
On 14 November 2008 the board of directors of Japan Travel resolved to file a
petition for the liquidation of Japan Travel in Japan. As the total assets of Japan
Travel, as of 31 March 2008 and the revenue of Japan Travel, for the year ended 31
March 2008 (based on the latest published audited accounts of the Group), constitute
approximately 5.9% of the total assets and 25.6% of the revenue of the Group
respectively, Japan Travel is considered a “major subsidiary” of the Group under the
Listing Rules.
After the filing of the petition, a liquidation trustee appointed by the court will
properly deal with the rights and claims that creditors have against Japan Travel.
INFORMATION ABOUT JAPAN TRAVEL
Japan Travel is a corporation incorporated with limited liability under the laws of
Japan and is principally engaged in the travel and tourist agent business in Japan.
As of 31 March 2008, the audited total assets of Japan Travel were approximately
HK$55.4 million, the total liabilities were approximate HK$83.8 million and the net
liabilities were approximately HK$28.4 million (excluding of loans from Group
companies of approximately HK$24.6 million. The revenue and net loss of Japan
Travel for the financial year ended 31 March 2008 were approximately HK$$366.7
million and HK$45.5 million respectively.
REASONS FOR LIQUIDATION
The Group is engaged in property investment, financial services and securities
investments, including corporate finance, consumer finance, travel related services
and hotel operation.
In the light of the current adverse financial and economic circumstance affecting the
Group’s travel business, the Group has been facing testing conditions in the travel
related business as reflected in the results of the Group for each of the two years
ended 31 March 2007 and 31 March 2008. In view of (i) unsatisfactory performance
of the business of Japan Travel; (ii) keen competition and high operating costs in
Japan market; (iii) uncertainty as to when Japan Travel will become profitable; and (iv)
the Group’s decision to avoid further losses and further capital commitment for Japan
Travel, the Board resolved to liquidate.
IMPACT OF THE LIQUIDATION
In view of the fact that the Group has not derived any profit from Japan Travel since
its acquisition, the Board is of the view that the liquidation of Japan Travel will not
have any significant adverse financial impact to the Group and the overall
performance of the Group after the completion of the liquidation of Japan Travel will
be improved.
In the light of the current adverse financial and economic circumstances, the
Company will also evaluate all the businesses of the Group to determine the future
plans of the Group and rationalize its business direction. The evaluation may result in
the re-deployment of resources among its businesses, the creation of new businesses
and/or the streamlining of existing businesses of the Group. The Company will keep
the market informed by way of announcement in compliance with the requirements of
the Listing Rules as and when appropriate.
Shareholders and Investors should exercise caution when dealing in the shares of
the Company.
By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director
Hong Kong, 14 November, 2008

http://www.hkexnews.hk/listedco/listconews/sehk/20081114/LTN…

[habnurwenig]

XPRESS GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 185)
DISCLOSEABLE AND CONNECTED TRANSACTION
On 14 November, 2008, the Vendor and the Purchaser entered into the Agreement for the disposal
of the Sale Shares for a total of cash consideration of JPY30 million.
As the Purchaser is a director of Makino and is accordingly a connected person of the Company
as defined in the Listing Rules and the Disposal therefore constitutes a connected transaction for
the Company under Rule 14A.13(1)(a) of the Listing Rules. The Disposal is exempt from the
independent shareholders’ approval requirements pursuant to Rule 14A.32 of the Listing Rules as
the consideration percentage ratio is more than 2.5% but less than 25% and the consideration is less
than HK$10,000,000.
As certain applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%,
the Disposal also constitutes a discloseable transaction for the Company under Rule 14.06 of the
Listing Rules. A circular containing details of the Disposal will be despatched to the shareholders
of the Company as soon as practicable.
THE AGREEMENT
Date
14 November, 2008
Parties
1. The Vendor; and
2. The Purchaser
- -
Pursuant to the Agreement, the Vendor has agreed to sale, and the Purchaser has agreed to purchase of
the Sale Shares at a consideration of JPY30 million (approximately HK$2,400,000). The Vendor has
agreed to waive the shareholder’s loan of JPY30 million upon completion of the Agreement.
Consideration
The Consideration for the disposal of the Sale Shares is JPY30,000,000 (approximately HK$2,400,000)
in cash and shall be payable in 5 equal installments of JPY 6 million each on or before 13 January
2009, 14 December 2009, 14 December 2010, 14 December 2011 and 14 December 2012 respectively
by the Purchaser.
The consideration has been determined after arm’s length negotiation between the Vendor and the
Purchaser and after taken into account the net deficit value of Makino as at 31 March 2008 and the
waiver of the JPY30 million shareholder’s loan.
Conditions
Completion of the Disposal is conditional, among other things, on the following conditions precedent
being fulfilled (or waived) on or before 15 January 2009, or such later date as may be agreed by the
Vendor and the Purchaser:
(i) The Purchaser settle the payment of consideration in accordance to the Agreement;
(ii) all consents, permits, licenses and approvals required, under any and all applicable laws for the
purchase of Sale Shares being obtained, if required.
INFORMATION OF MAKINO
Makino is a Japan company whose principal business activity is travel related services which focuses
on corporate travel from the private sector to official bodies including government offices in Hokkaido
and its major leisure product is FIT golf package under product brand name ‘M-GOLF’.
Based on the unaudited financial statements of Makino for the years ended 31 March 2007 and
31 March 2008, the unaudited turnover of Makino for the years ended 31 March 2007 and 31 March
2008 were approximately HK$22.5 million and HK$281.9 million respectively, which represented
approximately 3.3% and 19.7% of the Group’s total turnover of the corresponding years. The unaudited
net loss before and after taxation of Makino for the year ended 31 March 2007 were approximately
HK$4,462,000 and HK$4,462,000 respectively, and for the year ended 31 March 2008 were approximately
HK$15,326,000 and HK$15,326,000 respectively. The unaudited net deficit value of Makino as at 31
March 2008 was approximately HK$10,811 ,000.
- -
REASONS FOR THE DISPOSAL
The Vendor is engaged in investment holding. The Group is engaged in property investment, financial
services and securities investments, including corporate finance, consumer finance, travel related
services and hotel operation.
In the light of the current adverse financial and economic circumstances, the Company has been
evaluating all the businesses of the Group to determine the future plans of the Group and rationalize
its business direction. In September 2008, due to the historical and expected financial performance of
the credit card division, the Group has decided to close the credit card division of one of its subsidiary,
Xpress Finance Limited. Xpress Finance Limited continues to provide consumer and corporate financing.
On 14 November, 2008 the Company announced that one of its subsidiary, Xpress Travel Limited, in
Japan (“Japan Travel”) resolved to file a petition for the liquidation of Japan Travel in Japan.
In view of (i) unsatisfactory performance of the business of Makino; (ii) keen competition and high
operating costs in Japan market; (iii) uncertainty as to when Makino will become profitable; and (iv)
the Group’s decision to avoid further losses and further capital commitment for Makino, the disposal of
the Sale Shares by the Group will streamline the business of the Group and the Directors consider that
the Disposal represents a good opportunity for the Group to exit the Japan travel business entirely. The
Disposal will further strengthen the financial position of the Group and enhance its cashflow. After the
liquidation of Japan Travel and disposal of Makino, the Group still has travel related services through
a subsidiary in the Singapore.
Upon Completion, the Group will have no remaining interest in Makino and Makino will cease to be
a subsidiary of the Group.
In view of the fact that the Group has not derived any profit from Japan Travel and Makino since its
acquisitions, the Board is of the view that the liquidation of Japan Travel and disposal of Makino will
not have any significant adverse financial impact to the Group. It is estimated that as a result of the
Disposal, the Group will record a net gain of approximately HK$5.7 million calculated by deducting the
carrying value of Makino and the waiver of shareholder’s loan from the Consideration of approximately
HK$2,400,000 to be received. It is the intention of the Group that the proceeds from the Disposal will
be used for general working capital of the Group.
GENERAL
As the Purchaser is a director of Makino and is accordingly a connected person of the Company as defined
in the Listing Rules and the Disposal therefore constitutes a connected transaction for the Company under
Rule 14A.13(1)(a) of the Listing Rules. The Disposal is exempt from the independent shareholders’
approval requirements pursuant to Rule 14A.32 of the Listing Rules as the consideration percentage
ratio is more than 2.5% but less than 25% and the consideration is less than HK$10,000,000.
- -
As certain applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%,
the Disposal also constitutes a discloseable transaction for the Company under Rule 14.06 of the
Listing Rules. A circular containing details of the Disposal will be despatched to the shareholders of
the Company as soon as practicable.


http://www.hkexnews.hk/listedco/listconews/sehk/20081119/LTN…" target="_blank" rel="nofollow ugc noopener">
http://www.hkexnews.hk/listedco/listconews/sehk/20081119/LTN…

[habnurwenig]

News:

http://www.hkexnews.hk/listedco/listconews/sehk/20081230/LTN…

[habnurwenig]

Zahlen 30.12.2008, Halbjahresbericht:

http://www.hkexnews.hk/listedco/listconews/sehk/20081230/LTN…

[habnurwenig]

Wird nicht besser....

OPEN OFFER ON THE BASIS OF
ONE OFFER SHARE FOR
EVERY FIVE EXISTING SHARES HELD
OPEN OFFER
The Company proposes to raise not less than approximately HK$18.37 million, before expenses, by
issuing not less than 367,424,668 new Shares (assuming no conversion or subscription rights attaching
to the FC Warrants, Warrants and the Options are exercised on or before the Record Date) and not
more than 381,762,085 new Shares (assuming full exercise of the conversion or subscription rights
attaching to the Warrants (other than the FC Warrants and Directors’ Warrants) and the Options
(other than the FC Options and the Directors’ Options) on or before the Record Date) by way of
Open Offer at a price of HK$0.05 per Offer Share on the basis of one Offer Share for every five
existing Shares held on the Record Date. The Open Offer will be available only to the Qualifying
Shareholders.
As at the date of this announcement, Mr. Chan is interested in an aggregate of 344,494,647 Shares,
representing 18.75% of the existing issued share capital of the Company. The Open Offer is fully
underwritten by Mr. Chan.
The invitation to apply for the Offer Shares is not transferable or capable of renunciation and there
will not be any trading of entitlements to apply for Offer Shares on the Stock Exchange.
The Open Offer is conditional upon several conditions, details of which are set out in the
section headed “Conditions of the Open Offer” in the full text of this announcement below.
Accordingly, the Open Offer may or may not proceed. Investors are advised to exercise caution
when dealing in the Shares.
- -
To qualify for the Open Offer, a Shareholder (other than a Non-Qualifying Shareholder) must be
registered as a member of the Company on the Record Date. Any transfers of Shares (with relevant
certificates) must be lodged for registration by 4:30 p.m. on Thursday, 23 April 2009 with the
Company’s registrar, Tricor Friendly Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong
Kong. The register of members of the Company will be closed from Friday, 24 April 2009 to Thursday,
30 April 2009 (both days inclusive). No transfer of Shares will be registered during this period.
Existing Shares will be dealt in on an ex-entitlements basis from Wednesday, 22 April 2009.
The Directors believe that, taking into account the prevalent financial market conditions, it would be
in the interest of the Company and the Shareholders to raise long-term equity funding via the proposed
Open Offer to strengthen the Company’s capital base and to enhance its financial position and net
assets base. The estimated net proceeds of the Open Offer are approximately HK$17 million and are
intended to be used as additional working capital to strengthen the Company’s financial position.
The Prospectus containing, among others, further details of the proposed Open Offer is expected to
be sent to the Shareholders on or about Monday, 4 May 2009.


http://www.hkexnews.hk/listedco/listconews/sehk/20090409/LTN…

[stimmtdas]

Antwort auf Beitrag Nr.: 36.954.372 von habnurwenig am 10.04.09 12:23:26

- es kommt - es kommt - es kommt .....

[stimmtdas]

Antwort auf Beitrag Nr.: 37.171.159 von stimmtdas am 14.05.09 07:40:35

Xpress Group Ltd. Reg. Shares New HD -,01
Home › Factsheet Aktien ÜbersichtNewsChartTimes & SalesBörsenPortraitKennzahlen Kursblatt anzeigenReferenzmärkte ArchivBörsen Börse Datum Kurszeit Letzter Veränderung Volumen Geld Brief Spread
absolut relativ Stück
Stuttgart 13.05. 09:01 0,004 +0,001 +33,33 0 - - -
XETRA - - - +0,00 +0,00 - - - -
Frankfurt 13.05. 09:32 0,007 +0,006 +600,00

[stimmtdas]

Antwort auf Beitrag Nr.: 37.171.360 von stimmtdas am 14.05.09 08:27:02

[stimmtdas]

Antwort auf Beitrag Nr.: 37.196.241 von stimmtdas am 18.05.09 07:44:58

Börsenplatz Stuttgart
Realtime-Taxe Geld: 0,006 10.000 Stk.
Brief: 0,012 10.000 Stk.
Taxierungszeitpunkt 18.05.2009 11:30:07 Uhr
akt. Spread 0,006
Last 0,01 1.000 Stk.
Kurszeit 18.05.2009 09:28:54 Uhr
Tagesvolumen (Stück) 1.000
Tageshoch / -tief 0,01 0,01
Vortageskurs (15.05.) / Kursart 0,005G EK
Veränd. Vortag +0,005 +100,00%
Jahreshoch / -tief 0,01 (10.02) 0,00 (03.03)
52 Wochenhoch / -tief 0,01 (19.06) 0,00 (10.10)

[stimmtdas]

Antwort auf Beitrag Nr.: 37.198.038 von stimmtdas am 18.05.09 11:56:04

wenn mir keiner hilft - muss eben ich ..............

0,0080 +700,00 %
+0,0070

Frankfurt (EUR), 22.05.09 | 09:33

[habnurwenig]

Antwort auf Beitrag Nr.: 37.232.392 von stimmtdas am 22.05.09 12:05:31

Hallo,
nun, das mit dem Plus ist schon eine schöne Sache, nur es gibt kein / kaum Volumen. Ich bin hier schon länger inverstiert, aber selbst wenn der Markler +10000% taxt, und keiner dafür kaufen will, wirst du deine Aktien nicht los, ergo, es bringt nicht wirklich was...

Aber wollen wir mal hoffen, dass es so weiter geht....

Viel Erfolg,
hnw

[stimmtdas]

Antwort auf Beitrag Nr.: 37.266.687 von habnurwenig am 27.05.09 20:58:04

in HKG knapp 18% nach OBEN ........
hier ändern sich die zahlen aber der pfeil ändert weder die richtung noch die farbe ??????? -

[habnurwenig]

Antwort auf Beitrag Nr.: 37.301.612 von stimmtdas am 02.06.09 13:17:42

Wie gesagt, dass ist nur das getaxe von den Maklern. Kein Volumen. Wobei ich die 0,006 im BID schon schön finde...noch eine 0 weg und dann passts...

Mal schauen...

[habnurwenig]

Naja zumindest kommt jetzt etwas Volumen in Hongkong rein. Vielleicht wird das hier ja doch noch was. Nur dann muss das Volumen auch in D besser werden. So ist ja kein Handel möglich....

Allen (?) viel Glück! (wer immer auch immer noch hier investiert ist. ich leider schon seit 2 Jahren....)

Price 0,108
+17,391
Volumen 79,500,000

[stimmtdas]

Antwort auf Beitrag Nr.: 37.331.001 von habnurwenig am 05.06.09 17:08:11

keine sorge - auch hier wird das ding mal nach oben gehen - was sonst soll steigen ausser china aktien - etwa usa "papiere" - ja wenn sie einen papierdrachen draus machen und auf starken wind hoffen ..

[stimmtdas]

Antwort auf Beitrag Nr.: 37.334.402 von stimmtdas am 06.06.09 08:05:52

x

[habnurwenig]

Antwort auf Beitrag Nr.: 37.400.077 von stimmtdas am 16.06.09 10:46:19

hhmmmmm?

x

[stimmtdas]

Antwort auf Beitrag Nr.: 37.404.595 von habnurwenig am 16.06.09 18:32:42

[stimmtdas]

Antwort auf Beitrag Nr.: 37.491.352 von stimmtdas am 30.06.09 10:48:42

kmisch in hkg. wird das papier gut gehandelt - warum nicht bei uns ????

[habnurwenig]

Antwort auf Beitrag Nr.: 37.545.734 von stimmtdas am 10.07.09 07:52:03

Tja, weil nur noch wenige hier investiert sind. Und neue kommen in der momentanen Situation wohl nicht dazu....abwarten...

[stimmtdas]

Antwort auf Beitrag Nr.: 37.562.923 von habnurwenig am 13.07.09 18:09:43

so - wieder mal rauf auf die 1. seite .....vielleicht wirds mal ws

[habnurwenig]

Antwort auf Beitrag Nr.: 37.656.916 von stimmtdas am 28.07.09 08:06:50

Was meinst Du bitte???

[stimmtdas]

Antwort auf Beitrag Nr.: 37.656.916 von stimmtdas am 28.07.09 08:06:50

.. das nur papiere auf der 1. seite beachtung finden - drum ab und zu rauf mit dem ....

[stimmtdas]

Antwort auf Beitrag Nr.: 31.328.469 von habnurwenig am 29.08.07 14:11:53

[habnurwenig]

Antwort auf Beitrag Nr.: 37.960.997 von stimmtdas am 11.09.09 11:12:22

Da hast Du recht. Nur ohne gescheite News, wird sich hier nix tun. Wollen wir mal hoffen.

[stimmtdas]

Antwort auf Beitrag Nr.: 38.017.625 von habnurwenig am 20.09.09 14:28:59

.........sind diese news jetzt da ??????
700 % ist kein pappenstiel und kommt sicher nicht von ungefähr.
die zeit wird uns wohl recht geben - hoffe ich

[stimmtdas]

Antwort auf Beitrag Nr.: 38.315.244 von stimmtdas am 04.11.09 08:19:59

- sorry - war von sehr kurzer dauer ...

[stimmtdas]

siehe börse hongkong !! + 30 %
platz 4 bei top 20

[habnurwenig]

Antwort auf Beitrag Nr.: 38.387.203 von stimmtdas am 14.11.09 08:35:33

Scheint Bewegung rein zu kommen....Zeit wirds...

[habnurwenig]

Na, das sieht ja mal ganz gut aus...Weiss einer warum nach so langer Zeit hier was passiert?

[habnurwenig]

This announcement is made by Xpress Group Limited (the "Company", together with
its subsidiaries (the "Group")) pursuant to Rule 13.09 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules").

Based on the information currently available, the board of directors (the "Board") of
the Company wishes to inform the shareholders of the Company and potential
investors that the Group is expected to record a substantial increase in consolidated
profit for the year ended 31 March 2010 as compared to a consolidated loss for the
year ended 31 March 2009.

The Board considers that this is principally attributable to the unrealized fair value
gains on investment in the listed securities, the net gains from sales of its investment
in securities at fair value and the unrealized fair value gain on revaluation of
investment properties held as a result of the stock market and property market rallied
substantially during the year.

The information contained in this announcement is based on information currently
available to the Group and after review and assessment of the management accounts
of the Group by the management of the Company but has not been confirmed or
audited by the Company's auditors or audit committee of the Company. It remains
subject to finalisation and necessary adjustments. Details of the financial data of the
Group will be disclosed in the Group's annual results announcement for the year
ended 31 March 2010 which will be released as soon as practicable and in any event
before 31 July 2010.

The above substantial increase in the consolidated profit is projected from and
based on unaudited financial information, shareholders and potential investors
should exercise caution when dealing in the securities of the Company.



By Order of the Board
Xpress Group Limited
Chan Tong Wan
Managing Director
Hong Kong SAR, 9 June 2010


Na, mal sehen ob das noch was hier wird....

[habnurwenig]

– 1 –
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.
XPRESS GROUP LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code 185)
POSSIBLE MAJOR TRANSACTION
AND
RESUMPTION OF TRADING
The Board would like to announce that on 28 June 2010, the Company entered into the
Agreement with SingXpress and ACT, pursuant to which, SingXpress and ACT agreed
to jointly establish the JV Company to carry out the Project and if SingXpress is unable
to go ahead with the Project for any reason, the Company has agreed to stand behind the
transaction and will assume all the rights and obligations in the JV Company in respect of
the Project from SingXpress.
As the applicable percentage ratios (as defined in the Listing Rules) in respect of the
formation of the JV Company and the Acquisition are greater than 25% but less than 100%,
the formation of the JV Company and the Acquisition will constitute a major transaction
for the Company under Chapter 14 of the Listing Rules and consequently are subject to
notification, publication and shareholders’ approval requirements under Chapter 14 of the
Listing Rules.
Written approval of the execution and performance of the Agreement and the transactions
thereby contemplated was on 2 July 2010 obtained from a Closely Allied Group of
Shareholders who together holding approximately 63.25% of the current issued share
capital of the Company. As no shareholders of the Company are required to abstain
from voting at a general meeting to approve the Agreement and the transactions thereby
contemplated, the written approval of the Closely Allied Group of Shareholders has been
accepted under the Listing Rules in lieu of a majority vote at a general meeting of the
Company to approve the Agreement and the transactions thereby contemplated.
A circular containing, among others things, details of the Agreement, the transactions as
contemplated under the Agreement (including the formation of the JV Company and the
Acquisition); and other disclosure requirements under the Listing Rules will be dispatched
to the Shareholders on or before 4 October 2010.
At the request of the Company, trading in the shares of the Company on the Stock
Exchange was suspended with effect from 9:30 a.m. on 30 June 2010 pending the release
of this announcement.
Application has been made to the Stock Exchange for the resumption in trading of the
shares of the Company on the Stock Exchange with effect from 9:30 a.m. on 5 July 2010.


http://www.hkexnews.hk/listedco/listconews/sehk/20100702/LTN…