register free | resend password


GS Holdings Limited: Update on BOP Services Business

ID: 1564138
recent pressrelease next pressrelease

(businesspress24) -
The Board of Directors (the Board) of GS Holdings Limited (the Company, together with its subsidiaries, the Group) refers to the announcements dated, among others, 8 March 2019, 29 April 2019, 11 July 2019, 18 July 2019, 4 February 2020, 5 February 2020, 26 March 2020, 14 April 2020, 26 June 2020, 2 October 2020, 16 November 2020, 7 December 2020 and 3 January 2021 (collectively, the Announcements) in respect of the branding, operation and procurement (BOP) business of the Companys subsidiary, Wish Hospitality Holdings Private Limited (Wish).

Unless otherwise defined herein, all capitalised terms used and not defined herein shall bear the same meanings ascribed to them in the Announcements.

Update on the proposed appointment of Kaifeng Jufeel as authorised representative to collect Outstanding Service Fee
In respect of the appointment of Kaifeng Jufeel as authorised representative to collect the Outstanding Service Fee as announced on 16 November 2020, the Company wishes to update shareholders that the relevant PRC legal advisers have informed the Company that the Mortgage has been duly registered by the relevant PRC regulatory authority to ensure its validity and enforceability under PRC law, as at the date of this announcement, and Wish has received the relevant copies of certificates of registration. Accordingly, the Mortgage has been signed by the parties.

The Company also wishes to inform that, pursuant to a valuation performed by the independent property valuers engaged by Wish in PRC, the valuation of the Mortgaged Properties, which consists of certain land and factory buildings in Kaifeng City, Henan, PRC held by Kaifeng Jufeel, amounts to approximately RMB 221 million. In appointing the independent property valuers, the Board has considered that the independent property valuer has the adequate experience of more than 5 years, good credentials and track record.

Signing of Definitive Documents
The Board also wishes to announce that, as at the date of this announcement, in view of the registration of the Mortgage, the relevant parties have entered into the Definitive Documents in connection with the appointment of Kaifeng Jufeel as authorised representative to collect the Outstanding Service Fee. As set out in the Announcement dated 2 October 2020, the Definitive Documents consists of the following:



Provided ByDescription

Kaifeng A deed of appointment and undertaking (Deed
Jufeel of
Appointment
) governed by Singapore law, to appoint
Kaifeng Jufeel as authorised representative
to collect the Outstanding Service Fee from
the 14 Secured Outlets for and on behalf of
Wish. The authorisation, when granted, will
be valid for a period of 90 days (the

Authorisation Period) from the date of the
Performance Guarantee Agreement (as defined
below).

Under the Deed of Appointment, Kaifeng
Jufeel shall procure that the Outstanding
Service Fee is collected and transferred to
the relevant account of Wish Shanghai
within 90 days from the date of the
Performance
Guarantee
, or such later date as may be agreed to by W
ish and the Company in their sole and
absolute
discretion.


Kaifeng A performance guarantee agreement (Performan
Jufeel ce Guarantee
Agreement
) governed by PRC laws to be entered into
between Kaifeng Jufeel and Wish Shanghai.
Pursuant to the Performance Guarantee
Agreement, Kaifeng Jufeel confirms that it
is authorised to collect the Outstanding
Service Fee, and undertakes to pay the
amount of the Outstanding Service Fee, to
Wish Shanghai within the Authorisation
Period.

In the event Kaifeng Jufeel is unable to
make payment of the Outstanding Service Fee
within the Authorisation Period for valid
reasons, Kaifeng Jufeel should write to
Wish Shanghai 10 days in advance (excluding
public holidays) to seek Wish Shanghais
consent for an extension of time to make
payment.


Kaifeng A mortgage over the land and factory
Jufeel buildings (the

Mortgaged Properties) in Kaifeng City,
Henan, PRC held by Kaifeng Jufeel, in
favour of Wish Shanghai (the

Mortgage), which is governed by PRC laws.
Pursuant to the foregoing mortgage
agreement, Wish Shanghai shall be entitled
to enforce the Mortgage and dispose of the
Mortgage Properties to recover the
Outstanding Service Fee and enforcement
costs incurred in their entirety in the
event that Kaifeng Jufeel fails to perform
its obligations pursuant to the Performance
Guarantee Agreement.



As stated above, the mortgage has the
relevant PRC legal advisers have informed
the Company that the Mortgage has been duly
registered by the relevant PRC regulatory
authority to ensure its validity and
enforceability under PRC law, as at the
date of this announcement, and Wish has
received the relevant copies of
certificates of registration. Accordingly,
the Mortgage has been signed by the
parties.



Kaifeng Commitment letters governed by PRC laws to
Jufeel, be executed by each of Kaifeng Jufeel,
Mr. Zhang Henan Jufeel, and Mr. Zhang in favour of
(as Wish Shanghai, to ensure
shareholde the
r and fulfilment of obligations of Kaifeng Jufeel
legal under the Performance Guarantee Agreement,
representa and to unconditionally assist with the
tive of enforcement of the Mortgage in the event
Kaifeng the Kaifeng Jufeel fails to fulfil its
Jufeel), obligation under the Performance Guarantee
and Henan Agreement.
Jufeel
(as
shareholde
r of
Kaifeng
Jufeel)


Kaifeng Deed of trust governed by Singapore law to
Jufeel be executed by Kaifeng Jufeel in favour of
Wish, as beneficiary, to confirm that all
Outstanding Service Fee collected by
Kaifeng Jufeel are held on trust for and on
behalf of
Wish.


Mr. Zhang Personal guarantee governed by Singapore law
to be executed by Mr. Zhang in favour of
the Company to secure and guarantee the
obligations of Kaifeng Jufeel, Henan Jufeel
and himself owing to the relevant Group
Company under the relevant foregoing
agreements.

Pursuant to the Performance Guarantee Agreement, Kaifeng Jufeel shall procure the payment of the Outstanding Service Fee to Wish Shanghai within the Authorisation Period (i.e. within the 90 days from 22 January 2021, being the date of the Performance Guarantee Agreement) or such extended time as Wish Shanghai may consent to. Similarly, under the Deed of Appointment, Kaifeng Jufeel shall procure that the Outstanding Service Fee is collected and transferred to the relevant account of Wish Shanghai within 90 days from 22 January 2021, being the date of the Performance Guarantee, or such later date as may be agreed to by Wish and the Company in their sole and absolute discretion. Accordingly, the Company expects to receive the Outstanding Service Fee before the end of the Authorisation Period which is 22 April 2021), in accordance with the Performance Guarantee Agreement and the Deed of Appointment, barring any unforeseen circumstances.

The Company wishes to highlight that, as stated in the Announcement dated 2 October 2020, Kaifeng Jufeel will proceed with collecting the Outstanding Service Fee and will assist and co-operate with Wish Shanghai to complete the requisite administrative procedures, so as to obtain clearance from the banks and the PRC tax authorities, for Kaifeng Jufeel to remit the Outstanding Service Fee into the bank account of Wish Shanghai. Wish will concurrently proceed with the Tax Consultations so as to complete the relevant tax payment and foreign exchange remittance procedures in respect of the Outstanding Service Fee.

The Company wishes to inform shareholders that, as set out in the Announcement dated 7 December 2020, the Outstanding Service Fee, which were due as at 31 December 2019, amounts to RMB 96.0 million as at the date of this announcement.

Termination of Existing Arrangement with Ms. Zhang and Guarantees Provided by Directors

As the Definitive Documents have been entered into and the Mortgage has been successfully registered with the relevant PRC regulatory authority, the Company and Wish will terminate the Existing Arrangement, including documents pertaining to the authorisation of Ms. Zhang as authorised representative to collect the Outstanding Service Fee, and the existing securities procured / provided by Ms. Zhang. In addition, the personal guarantees provided by Mr. Zhang and Mr. Pang Pok, which guarantee the (i) the transfer to the Company/Wish of the Outstanding Service Fee collected by Ms Zhang, and (ii) the collection by Ms Zhang of the entire Outstanding Service Fee by 15 February 2021, will be terminated. The personal guarantee granted by Mr. Liu Changsheng to secure the transfer to the Company / Wish of the Outstanding Service Fee collected by Ms Zhang will also be terminated upon the termination of the Existing Arrangement.

Update on Tax Consultations

The Board also wishes to update the shareholders that the Tax Consultations for the remaining 11 Secured Outlets are still ongoing, to determine the requisite tax payable on the respective Outstanding Service Fee from such 11 Secured Outlets, amounting to RMB 96 million in aggregate. As stated in the Announcement dated 3 January 2021, the Group targets to complete such Tax Consultations by 31 March 2021. The Company wishes to inform that as the 14 Secured Outlets belong to different tax jurisdictions within PRC, the resolution of the Tax Consultations in relation to each Secured Outlet will occur at differing times.

Further Updates and Cautionary Statement

The Board will make relevant update announcements in relation to the BOP business as and when there are material developments on the same.

Shareholders and potential investors of the Company are advised to read this announcement and any further announcements by the Company carefully. Shareholders of the Company are advised to refrain from taking any action in respect of their securities in the Company which may be prejudicial to their interests, and to exercise caution when dealing in the securities of the Company. In the event of any doubt, shareholders of the Company should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisors.

By Order of the Board Pang Pok
Chief Executive Officer and Executive Director
26 January 2021

This announcement has been prepared by GS Holdings Limited (the Company) and its contents have been reviewed by the Companys sponsor, UOB Kay Hian Private Limited (the "Sponsor") for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (SGX-ST) Listing Manual Section B: Rules of Catalist.

This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the accuracy, completeness or correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr Lance Tan, Senior Vice President, at 8 Anthony Road, #01-01, Singapore 229957, telephone (65) 6590 6881.




More information:
http://



Keywords (optional):



Company information / Profile:

PressRelease by

Requests:





PressContact / Agency:



published by: irw
print pressrelease  send to a friend  

Date: 01/26/2021 - 17:57
Language: English
News-ID 1564138
Character count: 13275
Kontakt-Informationen:
Firma: GS Holdings Limited
Ansprechpartner: Feedback to businesspress24.com about Pressrelease-id:
Stadt: Wien
Telefon:

Meldungsart:
Versandart:
Freigabedatum:
Comments:



Number of hits: 200

Linking-Tips:



Direct Link to this PressRelease:






We would appreciate a link in your News-, Press- or Partner-Site.

Comments on this PressRelease






All members: 9 438
Register today: 0
Register yesterday: 0
Members online: 0
Guests online: 83


Don't have an account yet? You can create one. As registered user you have some advantages like theme manager, comments configuration and post comments with your name.

Categories:


[ more PressReleases ][ RSS-Feed ]