汤美希绯格时装(上海)有限公司.pdfVIP

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Stock Code : 0113) MAJOR AND CONNECTED TRANSACTION CONTINUING CONNECTED TRANSACTIONS PROPOSED ACQUISITION OF TOMMY HILFIGER ASIA-PACIFIC LIMITED Independent Financial Adviser THAP Acquisition The Board is pleased to announce that Castlereagh, a wholly-owned subsidiary of the Company, is proposing to acquire the entire issued capital of THAP on and subject to the terms of the SP Agreement. The THAP Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules. In addition, as the Vendor is wholly and beneficially owned by Mr. Dickson Poon who is a Director and a substantial shareholder of the Company, the THAP Acquisition constitutes a connected transaction under Chapter 14A of the Listing Rules. The THAP Acquisition is therefore subject to the approval of the Independent Shareholders. The consideration payable by Castlereagh for the THAP Acquisition is HK$396 million, which was determined after arm’s length negotiations. The price represents a price to earnings ratio of approximately 7.8 times the audited consolidated net profit after tax for the year ended 31 March, 2006 of the THAP Group. The consideration, which will be funded by internal resources of the Dickson Group, will be settled upon completion of the SP Agreement. 1