On July 10, China Bolton, a listed company on the Hong Kong Stock Exchange, issued the “Discloseable and Connected Transactions – Sale of Subsidiaries” announcement, announcing the sale of subsidiary equity information.
According to the announcement, the Company entered into a sale agreement with the Target Company, the Bolton Party, the Han Party and the Buyer, and upon completion of the transaction, the Buyer and Han Holding SPV will hold 81% and 19% equity interests in the Target Company, respectively.
According to the sale agreement:
(a) Boton Holding SPV agrees to sell and the Purchaser agrees to purchase 5,100 Target Shares (which will represent 51% of the Target Company’s equity) for a consideration of RMB100,000,000;
(b) Han Holding SPV agrees to sell and the Buyer agrees to purchase 3,000 Target Shares (which will represent 30% of the equity interest of the Target Company) for a consideration of RMB58,823,529.
As at the date of the Disposal Agreement, the target Company is an investment Holding company wholly owned by Han Holding SPV. The Target Group will restructure the Korean company prior to the completion of the sale.
Among them, the Korean company restructuring will be carried out by Boton Holding SPV, Han Party and the target Group, after the restructuring, Boton Holding SPV and Han Holding SPV will hold 51% and 49% of the target company, respectively, making the Korean target company a wholly-owned subsidiary of the target company. The important figures involved in the announcement are representatives of Boton Holding SPV, Han Holding SPV and relevant shareholders.
Background of all parties
According to the announcement, China Bolton is an investment holding limited company incorporated in the Cayman Islands, mainly engaged in the research and development, production, trading and sales of extracts, flavors and fragrances. At the same time, the company is also involved in the design and manufacture of high-quality e-cigarettes and related products.
The company that was sold was Mons, a company incorporated in South Korea and mainly engaged in the trade of electronic cigarette products.
Based on financial data for the years ended December 31, 2021 and 2022, Mons’ net income before tax was RMB32,000,000 and RMB22,700,000, respectively, and net income after tax was RMB30,200,000 and RMB19,100,000, respectively. The audited net assets are approximately RMB 45,500,000 and RMB 67,000,000 respectively.
The purchasers are an investment Holding company incorporated under the laws of the British Virgin Islands and Sunnyheart Inc. A wholly owned subsidiary of Sunnyheart Inc. is a limited liability company incorporated under the laws of the Cayman Islands, primarily engaged in the sale of electronic cigarettes. To the best of the Directors’ knowledge, knowledge and belief based on the information provided by Sunnyheart Inc., Sunnyheart Inc. The ultimate controlling beneficial owner is Ms. Wang Ying, who holds 50% of the voting rights of Sunnyheart Inc., and is Sunnyheart Inc. The sole director.
It is reported that Bubblemon (Huizhou Babo Technology Co., LTD.) is a wholly-owned subsidiary of China Bolton Group, which was established in Huizhou Huicheng District High-tech Industrial Park in May 2021. The company manufactures disposable e-cigarettes under the BUBBLEMON and MONS brands.
Previously, RELX and Bubblemon jointly launched disposable e-cigarettes in the UK market.