PDF《SCUD GROUP LIMITED 飞毛腿集团有限公司*》

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SCUD GROUP LIMITED 飞毛腿集团有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01399) DISCLOSEABLE TRANSACTION The Board wishes to announce that on

29 October 2014, Scud Battery entered into a Trademark Transfer Agreement with Dongguan Fengzhi in relation to the transfer of the Chaolitong Trademarks for a total consideration of RMB25 million (equivalent to approximately HK$31.56 million). Upon completion of the Trademark Transfer Agreement, the Company will cease to own the Chaolitong Trademarks and will no longer carry out its own brand business with the Chaolitong 超力通 brand. As the relevant applicable percentage ratio under Chapter

14 of the Listing Rules exceeds 5% but does not exceed 25%, the transaction contemplated under the Trademark Transfer Agreement constitutes a discloseable transaction for the Company under the Listing Rules. TRADEMARK TRANSFER AGREEMENT The principal terms of the Trademark Transfer Agreement are set out below: Date:

29 October

2014 Parties: (1) Transferor: Scud Battery, an indirect wholly-owned subsidiary of the Company (2) Transferee: Dongguan Fengzhi -

1 - * For identification purposes only To the best of the Directors'

knowledge, information and belief, having made all reasonable enquiries, Dongguan Fengzhi and its ultimate beneficial owners are third parties independent of the Company and its connected persons. The Disposal: Pursuant to the Trademark Transfer Agreement, a total of

11 Chaolitong Trademarks registered under the name of Scud Battery in the PRC will be transferred to Dongguan Fengzhi. Based on the latest interim report of the Company, the net carrying amount of the Chaolitong Trademarks was RMB27,271,000 as at

30 June

2014 (equivalent to approximately HK$34,428,000). The unaudited net losses attributable to the Group'

s businesses under the Chaolitong Trademarks for the two years ended

31 December

2012 and

2013 are summarized as follows: For the year ended

31 December

2013 For the year ended

31 December

2012 Loss before taxation and extraordinary items RMB42,032,000 (approximately HK$53,063,000) RMB98,394,000 (approximately HK$124,218,000) Loss after taxation and extraordinary items RMB43,519,000 (approximately HK$54,941,000) RMB101,428,000 (approximately HK$128,048,000) Consideration: The consideration for the transfer of the Chaolitong Trademarks is RMB25 million (equivalent to approximately HK$31.56 million) which was determined after arm'

s length negotiation between Scud Battery and Dongguan Fengzhi with reference to, among other things, the net carrying amount of Chaolitong Trademarks as at

30 June

2014 based on the Group'

s interim report. Pursuant to the Trademark Transfer Agreement, the parties agreed to apply to the Trademark Office of the State Administration For Industry and Commerce of the PRC within thirty days after signing of the Trademark Transfer Agreement and to progress relevant transfer formalities at the same time in order to complete the transfer of the Chaolitong Trademarks from Scud Battery to Dongguan Fengzhi. The consideration shall be payable by Dongguan Fengzhi to Scud Battery in cash on the date of application to the Trademark Office of the State Administration For Industry and Commerce of the PRC referred to above. Upon completion of the Trademark Transfer Agreement, the Company will cease to own the Chaolitong Trademarks and will no longer carry out its own brand business with the Chaolitong 超力通 brand. -