A 200-year-old Chinese mansion in Bangkok’s heart isn’t an obvious place for a scuba school, but in a city relentlessly demolishing its architectural heritage the business is helping preserve the historic home. Dive instructor Poosak Posayachinda’s family has owned the traditional teak-walled So Heng Tai for eight generations, but it lives on thanks largely to […]
The post ‘The bottom line’: Scuba divers help preserve historic Bangkok mansion appeared first on Digital Journal.

‘The bottom line’: Scuba divers help preserve historic Bangkok mansion

by Lisa MARTIN A 200-year-old Chinese mansion in Bangkok’s heart isn’t an obvious place for a scuba school, but in a city relentlessly demolishing its architectural heritage the business is helping preserve the historic home. Dive instructor Poosak Posayachinda’s family has owned the traditional teak-walled So Heng Tai for eight generations, but it lives […]
The post ‘The bottom line’: Scuba divers help preserve historic Bangkok mansion first appeared on Bilyonaryo Business News.

03/10
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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. HENG TAI CONSUMABLES GROUP LIMITED
亨 泰 消 費 品 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00197)
THE 6% BOND DUE 2020 ISSUED BY
CHINA HEALTHWISE HOLDINGS LIMITED
SUPPLEMENTAL AGREEMENT
On 28 August 2020, the Subscriber and China Healthwise entered into the Supplemental Agreement for amending the Subscription Agreement and the terms and conditions of the Instrument. China Healthwise and the Subscriber have conditionally agreed to amend and extend the original Maturity Date of the Bond of 10 October 2020 for another two years to 10 October 2022 (or if that day is not a Business Day, the immediately following Business Day), where HK$85,500,000 of the principal amount remaining outstanding. Further, since China Healthwise has to utilize the General Mandate for the Conversion Shares for the extended period of the Maturity Date instead of the previous Specific Mandate which will expire on the original Maturity Date of the Bond, necessary amendments to give effect to such change are also made to the Instrument. Other than the extension of the Maturity Date and the amendments regarding the utilization of the General Mandate in lieu of the Specific Mandate (and the necessary administrative matters to give effect to such changes), no other terms and conditions of the Instrument constituting the Bond have been changed. LISTING RULES IMPLICATIONS
Since the Proposed Amendments under the Supplemental Agreement constitute material variation of the terms of the Bond, the applicable percentage ratios of which is more than 25% but less than 100%, the transactions contemplated under the Supplemental Agreement constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and Shareholders' approval requirements pursuant to Chapter 14 of the Listing Rules. An EGM will be convened to consider and, if thought fit, to approve the Supplemental Agreement and the transactions contemplated thereunder. 1
Reference is made to the announcements of the Company dated 8 October, 11 October and 22 November 2018 in relation to the subscription of the Bond by the Subscriber. China Healthwise as issuer and the Subscriber as subscriber entered into the Subscription Agreement dated 8 October 2018 in relation to the issue and subscription of the Bond. The Bond in the principal amount of HK$120,000,000 was issued to the Bondholder pursuant to the Subscription Agreement on 11 October 2018, and with effect from 22 November 2018, the Conversions Rights attached to the Bond have become unconditional and irrevocable. . As at the date of this announcement, the aggregate principal amount of HK$85,500,000 remains outstanding under the Bond held by the Subscriber, being the sole Bondholder. SUPPLEMENTAL AGREEMENT
On 28 August 2020, the Subscriber and China Healthwise entered into the Supplemental Agreement for amending the Subscription Agreement and the terms and conditions of the Instrument. The principal terms of the Supplemental Agreement are as follows:
Date:
China Healthwise
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, China Healthwise and its ultimate beneficial owners are third parties independent of the Company and the connected persons (as defined in the Listing Rules) of the Company. Proposed Amendments
China Healthwise and the Subscriber have conditionally agreed to amend and extend the original Maturity Date of the Bond of 10 October 2020 for another two years to 10 October 2022 (or if that day is not a Business Day, the immediately following Business Day), where HK$85,500,000 of the principal amount remaining outstanding. Further, since China Healthwise has to utilize the General Mandate for the Conversion Shares for the extended period of the Maturity Date instead of the previous Specific Mandate which will expire on the original Maturity Date of the Bond, necessary amendments to give effect to such changes are also made to the Instrument. Other than the extension of the Maturity Date and the amendments regarding the utilization of the General Mandate in lieu of the Specific Mandate (and the necessary administrative matters to give effect to such changes), no other terms and conditions of the Instrument constituting the Bond have been changed. 2
Conditions Precedent
The obligations of the parties to the Supplemental Agreement including (i) the approval of the Subscriber, being the sole Bondholder, to amend the Instrument under the Supplemental Agreement, and (ii) the obligations of China Healthwise to give effect to the Proposed Amendments provided under the Supplemental Agreement is conditional upon the following conditions precedent having been satisfied on or before the Long Stop Date:
the passing by the Shareholders at the Company's extraordinary general meeting to be convened of the necessary resolution(s) to approve the Supplemental Agreement and the transactions contemplated thereunder;
the representations and warranties of China Healthwise as set out in the Subscription Agreement (as amended by the Supplemental Agreement) remaining true, accurate and not misleading in each case in accordance with their terms;
since the date of the Supplemental Agreement, there having been, in the opinion of the Subscriber, no Material Adverse Change;
the Stock Exchange having granted the listing of, and permission to deal in, the Conversion Shares to China Healthwise;
the Stock Exchange having granted approval for the amendments to the Bond;
there exist sufficient amount of the General Mandate to be utilized for the initial conversion of the principal amount of the Bond into Conversion Shares; and
China Healthwise delivering to the Subscriber a cashier's order or a cheque issued by a bank licensed in Hong Kong in the amount of HK$5,144,054.79 payable to the Subscriber, being the outstanding accrued interests on the original maturity date of the outstanding principal amount of the Bond. The Subscriber and China Healthwise shall use their respective best endeavours to procure the fulfilment of the Conditions Precedent, and in the event that any of such conditions is not fulfilled by 5:00 p.m. on the Long Stop Date (without prejudice to the Subscriber's rights under the Supplemental Agreement, and under the Subscription Agreement and the Instrument), the Supplemental Agreement will automatically be terminated. If the Supplemental Agreement is terminated, the Proposed Amendments will not become effective and China Healthwise shall redeem the entire outstanding principal amount of the Bond together with all accrued interests on 10 October 2020 (being the original Maturity Date) in accordance with the Conditions of the Bond. 3
China Healthwise's obligations on or before the Effective Date
Subject to and upon satisfaction of the Conditions Precedent on or before the Long Stop Date, China Healthwise shall do and deliver to the Subscriber (on or before the Effective Date) the following documents with effect from the Effective Date:
an original Supplemental Bond Instrument dated the Effective Date duly executed and delivered as a deed poll by China Healthwise reflecting the Proposed Amendments;
an original revised new Certificate duly executed by China Healthwise evidencing the principal outstanding amount of HK$85.5 million of the Bond held by the Subscriber;
an original confirmation dated the Effective Date substantially in the form as agreed by the Subscriber;
a certified true copy of the resolutions of China Healthwise approving the terms of, the transactions contemplated by, and the execution and performance of the Supplemental Agreement and the Supplemental Bond Instrument, issuing the revised new Certificate to the Subscriber as the sole Bondholder, confirming the availability and validity of the General Mandate and the listing approval from the Stock Exchange for the Conversion Shares, and resolving that it executes and delivers all relevant documents to the Subscriber to which it is a party;
a certified true copy of the members resolutions of China Healthwise passing the necessary resolution relating to the General Mandate; and
a certified true copy of the listing approval granting the listing of, and permission to deal in, the Conversion Shares. China Healthwise undertakes to do and deliver all the matters as set out above on or before the Effective Date. In the event that any of such matter is not fulfilled by the Effective Date (without prejudice to the Subscriber's rights under the Supplemental Agreement and under the Subscription Agreement and the Instrument), the Subscriber shall be entitled at its absolute discretion to:
demand China Healthwise to continue to complete any outstanding matter with such necessary modifications taking into account any specific circumstances giving rise to the failure to do so by China Healthwise (provided always that any of such modifications shall not in any way amend any of the terms of the Subscription Agreement, the Instrument or the Supplemental Agreement, and shall not cause any party to have committed any breach of applicable laws, rules, regulations, codes and the Listing Rules; or
treat that China Healthwise has breached the terms of the Supplemental Agreement and has failed to extend the original maturity date of the Bond, and accordingly China Healthwise shall redeem the entire outstanding principal amount of the Bond on its original maturity date together with all accrued interests. 4
China Healthwise has undertaken not to redeem any of the remaining outstanding principal amount of the Bond on or before the Effective Date for so long that the Supplemental Agreement has not been terminated for whatever reasons. The Subscriber does not have any current intention to exercise any of the Conversion Rights. TERMS OF THE BOND
of its shares by way of rights or of options or warrants to
subscribe for new shares at a price which is less than 90
per cent. of the market price (calculation as provided in the
Instrument);
6
an issue wholly for cash being made by China Healthwise of securities convertible into or exchangeable for or carrying rights of subscription for new shares, if in any case the total Effective Consideration per Share (as defined in the Instrument) initially receivable for such securities is less than 90 per cent of the market price (calculation as provided in the Instrument), or the terms of any such rights of conversion or exchange or subscription attached to any such securities being modified so that the said total Effective Consideration per share initially receivable for such securities is less than 90 per cent. of the market price;
an issue being made by China Healthwise wholly for cash of shares at a price per share less than 90 per cent. of the market price (calculation as provided in the Instrument); and
an issue being made by China Healthwise of its shares for the acquisition of asset at a total Effective Consideration per share (as defined in the Instrument) less than 90 per cent. of the market price (calculation as provided in the Instrument). Any adjustment to the Conversion Price shall be made to the nearest one-tenth of a cent so that any amount under half of one- tenth of a cent shall be rounded down and any amount of half of one-tenth of a cent or more shall be rounded up. No adjustment shall be made to the Conversion Price in any case in which the amount by which the same would be reduced would be less than one-tenth of cent and any adjustment which would otherwise then be required shall not be carried forward. China Healthwise shall take all necessary action prior to carrying out any action that may render the Conversion Price being adjusted so that on conversion the Conversion Price shall fall to be issued at a discount to their nominal value, failing which China Healthwise shall compensate the Bondholder all losses as a result thereto including but not limited to such amount that the Bondholder would be entitled under the adjustment but was being prevented and all costs and expenses. If any adjustment to be made will render the total number of the Conversion Shares exceeding the Specific Mandate, the Bondholder shall be entitled to convert up to the maximum number of the Conversion Shares and the remaining portion of the principal amount shall be redeemed on the Maturity Date on a dollar-to-dollar basis together with accrued interests. Note: The conversion authority of the Conversion Shares is conditionally subject to be changed to the General Mandate under the Supplemental Agreement. 7
transferee subject to the consent of China Healthwise. 8
INFORMATION OF CHINA HEALTHWISE
China Healthwise and its subsidiaries are principally engaged in sale of toys, Chinese health products, money lending business and investment in financial instruments. As stated in the annual report of China Healthwise as at 31 December 2019, China Healthwise had audited consolidated net assets of approximately HK$326,673,000. The net loss before and after taxation of China Healthwise for the 15 months ended 31 December 2019 were approximately HK$126,327,000 and HK$126,874,000 respectively. The net loss before and after taxation of China Healthwise for the year ended 31 March 2019 were approximately HK$106,379,000 and HK$104,412,000 respectively. REASONS FOR AND BENEFITS OF THE AMENDMENTS TO THE TERMS AND CONDITIONS
The Group is principally engaged in (i) the trading of packaged foods, beverages and household consumable products; (ii) the trading of agri-products and the upstream farming business; (iii) the provision of cold chain logistics services and value-addedpost-harvest food processing; and (iv) other businesses primarily arising from the securities brokerage business and the tourist retailing business. Since the rate of return of the Bonds is generally more favourable and higher than the interest rates of fixed deposits offered by well-recognised financial institutions in Hong Kong, the Directors are of the view that the extension of the maturity date of the Bond would continue to generate better interest income for the Group, and by extending the maturity date of the Bond, the Company can reduce additional costs, risks and workload on conducting market research, due diligence and negotiation with other third parties for similar investments in convertible securities. Further, the Group has been in discussion with China Healthwise for exploring the development and distribution of Chinese and other pharmaceutical products and health products in the PRC market currently sold under the brand name "Nam Pei Hong". However, due to the civil protests in Hong Kong last year and global coronavirus pandemic this year, negotiation process have been severely affected and disrupted and the parties have not been able to finalize any terms in the meantime. The Board is optimistic that the Bond to be extended would continue to strengthen the relationship between the Group and China Healthwise in their business development. The Supplemental Agreement was determined by China Healthwise and the Subscriber on an arm's length basis with reference to, among other things, (i) the interest rate of 6% per annum under the Instrument; (ii) the length of the extension of the maturity of the Bond to 10 October 2022; and (iii) no premium, costs or any amounts will be given by either party to the other party to give effect to the Proposed Amendments. As disclosed in the Annual Report of the Company dated 30 September 2019 (the latest financial statements of the Company), the fair value of the Bond, being an unlisted debt investments in the principal amount of HK$120,000,000 as at 30 June 2019 has been valued by a firm of independent professional qualified valuers derived from estimations of the equity component and debt component value by using Binomial Option Pricing Model in which the credit spread derived from comparable bonds with similar maturities and credit rating by build-up method, was approximately HK$109,774,000 as at 30 June 2019. The Directors are of the view that the terms of the Supplemental Agreement and the transaction contemplated thereunder are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. 9
LISTING RULES IMPLICATIONS
Since the Proposed Amendments under the Supplemental Agreement constitute material variation of the terms of the Bond, the applicable percentage ratios of which is more than 25% but less than 100%, the transactions contemplated under the Supplemental Agreement constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and Shareholders' approval requirements pursuant to Chapter 14 of the Listing Rules. An EGM will be convened to consider and, if thought fit, to approve the Supplemental Agreement and the transactions contemplated thereunder. To the best of the Directors' knowledge, information and belief, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Agreement and the transactions contemplated thereunder. The Company expects that a circular containing, inter alia, further details of the Supplemental Agreement and the transactions contemplated thereunder and a notice of the EGM will be despatched to the Shareholders as soon as practicable and not later than 15 September 2020. DEFINITIONS
9 October 2020, where all of the Conditions Precedent have to be satisfied
any change in circumstances that has, or constitutes, or would result in a Material Adverse Effect; or
any change in any relevant laws in any of the jurisdictions or sectors in which China Healthwise and/or its subsidiaries do/does business that could reasonably be expected to materially and adversely affect China Healthwise and/or its subsidiaries taken as a whole
a material adverse effect on:
the business, operations, prospect, property or condition (financial or otherwise) of China Healthwise and/or its subsidiaries taken as a whole;
the share price of China Healthwise;
the ability of the China Healthwise to perform its obligations under the Transaction Documents; or
the validity or enforceability of the Transaction Documents or the rights or remedies of any holder of the Bond under the Transaction Documents
10 October 2020, being the original maturity date of the Bond, and is conditionally subject to extension to 10 October 2022 (or if that day is not a Business Day, the immediately following Business Day) under the Supplemental Agreement
the conditional amendments to the Bond as regards the extension of the Maturity Date for two years and to utilize the General Mandate in lieu of the Specific Mandate for the Conversion Shares
holders of the Shares
ordinary shares in the Company of HK$0.10 each
the specific mandate for the allotment and issuance of the Conversion Shares up to the original Maturity Date granted to the directors of China Healthwise by the shareholders of China Healthwise at the extraordinary general meeting of China Healthwise held on 15 November 2018
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Heng Tai Consumables : MAJOR TRANSACTION - PROPOSED EXTENSION OF THE MATURITY DATE OF THE 6% BOND DUE 2020 ISSUED BY CHINA HEALTHWISE HOLDINGS LIMITED

16 March 2020
Authorities evacuated some people living in Heng Tai House at Fu Heng Estate after uncovering three coronavirus patients in the same building. Photos: RTHK, Reuters
Tai Po housing estate sees 3rd Covid-19 case in same building
A total of 11 people tested positive for novel coronavirus (Covid-19) infection over the weekend, bringing the total number of confirmed cases in Hong Kong to 148. While most of the newly confirmed patients had recent travel history, at least one of the victims — a man aged 59 — had no such record, and was instead suspected to have contracted the virus from a couple living downstairs, the health department’s Centre for Health Protection (CHP) said. According to the CHP, the man (the 140th case) lives in a unit on the 34th floor of a building at Fu Heng Estate, a public housing estate in Tai Po, two floors above a couple (the 119th and 124th cases) who were confirmed earlier as Covid-19 cases from the same building. As the couple became confirmed patients last week after returning to Hong Kong from a trip to Egypt, the man living above developed cough on March 10 and sought medical help at Alice Ho Miu Ling Nethersole Hospital two days later before he tested positive for Covid-19 on Saturday. Suspecting that it was the couple who transmitted the virus to the man, staff members of The Housing Department and the Buildings Department, along with Professor Yuen Kwok-yung, a microbiologist at the University of Hong Kong, and CHP Controller Dr. Wong Ka-hin, conducted an on-site inspection of the patients’ flats on Saturday evening. They found the couple had the vent pipe of their toilet cut off. Yuen said after the inspection that virus from the couple’s bodily waste may have entered the pipe after atomization. It should normally have been exhausted from the air vent on the roof, but possibly due to the turbulence effect, it may have ended up in the man’s flat and got him infected, he said. Dr. Chuang Shuk-kwan, head of the CHP’s Communicable Disease Branch, told a news briefing on Sunday that a total of 43 tenants living at units 13 and 14 between the 29th and 36th floors of the Tai Po residential building were evacuated on Saturday night and sent to a quarantine center. The CHP will also test residents of units 13 and 14 living at all 34 floors of the building for Covid-19, RTHK reported. Chuang said the possibility that the virus was transmitted from lower floors to upper floors was not ruled out. Dozens of environmental samples have been collected for tests, he said, adding that the Housing Department will examine the vent pipes of the confirmed patients’ flats. Dr. Henry Hung Chi-kuen, vice president of the Hong Kong Toilet Association, said it is more likely that the virus spread due to the chimney effect rather than the turbulence effect, similar to that seen during the severe acute respiratory syndrome (SARS) outbreak in 2003. Hung explained that when the virus is moving upwards with air being extracted to the roof by the exhaust fan, it may enter the flats of tenants living on upper floors if their windows happen to be opened. TL/BN/RC

Tai Po housing estate sees 3rd Covid-19 case in same building

02/21
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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. HENG TAI CONSUMABLES GROUP LIMITED
亨泰消費品集團有限公司
(Stock Code: 00197)
THE UNUSED PROCEEDS FROM THE RIGHTS ISSUE
Reference is made to the Prospectus and the announcements dated 13 February 2018, 9 March 2018, 8 March 2019 and 31 December 2019 (the "Proceeds Announcements") in relation to the use of proceeds of the Rights Issue. Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the Proceeds Announcements. As summarised and explained in the Proceeds Announcements, the net proceeds of about HK$207.3 million from the Rights Issue have been earmarked for the Brokerage Business for compliance with its financial resources and for future expansion purpose such as the further development of its margin clients business by 10 March 2018, which was subsequently extended to 10 March 2020. HK$20 million has already been used as intended and has been injected into the Brokerage Business. Currently, the Unused Proceeds comprise about HK$187.3 million of the remaining proceeds from the Rights Issue. In view of the novel coronavirus (COVID-19) epidemic which has been spreading globally causing widespread market and community disruptions and may also contribute to the volatilities in the global and Hong Kong financial markets in the meantime, the Company considers it should continue taking its prudent approach so that the Company would not unnecessarily risk incurring loss that may be caused by expanding on the margin clients business in this uncertain and volatile securities market. Therefore, the Company has decided to further extend the original intended use of the Unused Proceeds for another twelve months to 10 March 2021. By order of the Board
Heng Tai Consumables Group Limited
Lam Kwok Hing
Hong Kong, 10 March 2020
As at the date of this announcement, the Board comprises four executive directors, namely Mr. Lam Kwok Hing (Chairman), Ms. Lee Choi Lin, Joecy, Ms. Gao Qin Jian and Mr. Chan Cheuk Yu, Stephen; and three independent non-executive directors, namely Ms. Mak Yun Chu, Mr. Poon Yiu Cheung, Newman and Mr. Hung Hing Man. Attachments

Heng Tai Consumables : FURTHER EXTENSION OF TIME FOR UTILISATION OF THE UNUSED PROCEEDS FROM THE RIGHTS ISSUE

Heng Tai engages in trading fast moving consumer goods ("FMCG"), logistics (primarily cold chain logistics in support of the core business), the trading of fresh fruits and vegetables, fresh fruit and vegetable handling and processing, and agriculture business.

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