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SCMP Reporter

THE Woo family has agreed to sell to David Wong Wai-chi, chairman of David Resources Co, a 29 per cent stake in Golden Hill Land Development Co for about $104.4 million.

  Woo Ping, Wu Kwong-ki and Kathy Woo Suk-king intend to sell Profit Trade Investment, a company wholly owned by Mr Wong, 210 million Golden Hill shares at 49.73 cents each.

   This represents a 0.46 per cent premium over Golden Hill's closing price of 49.5 cents on December 23. The stock has been suspended from trading since last Friday.

  The agreement is conditional on approval being granted by Golden Hill's independent minority shareholders at an extraordinary shareholders' meeting.

  It also hinges on a long string of conditional property, restaurant and company sales, debt transfers and industrial property injections.

  The stock exchange has warned that any future injections or disposals by Golden Hill may lead to the group being treated as a new applicant for listing.

  The acquisition, if realised, would not lead to a general offer by Profit Trade, a statement from Golden Hill's directors said.

  On completion of the proposed share sale and a string of inter-related transactions, all existing directors of Golden Hill intend to resign and will be replaced by a new board led by Mr Wong.

  In addition, Lau So-chau, another of Golden Hill's major shareholders, has indicated she intends to sell her entire 9.59 per cent stake in the company to independent investors should the sale to Mr Wong be given the go-ahead.

  Mr Wong, who does not own any Golden Hill shares, said he was looking at the proposed takeover as a long-term investment.

  ''It is the intention of Mr Wong after completion of the share sale agreement that Golden Hill will continue to expand its land investment business and resume land development business in Hong Kong and consider new investment opportunity in land development projects in China,'' said Wu Kwong-chuen, one of Golden Hill's directors.

  Mr Wong is best known as chairman of real estate development company David Resources, a supplier of sand-fill for the Chek Lap Kok airport development.

  To say the terms of the proposed deal were complex would be a gross under-statement.

  One key conditional element of the transaction is the disposal of certain Golden Hill assets to the members of the Woo family - Kathy Woo Suk-king, Wu Kwong-ki, Anthony Wu Kwong-ho and Cesario Wu Kwong-chuen - acting collectively under Eichhorn Investment.

  Included among the proposed sales are the four Golden Phoenix Restaurants in Sheung Shui, Tsuen Wan, Tai Wai and Sha Tin, Shun Shing Weaving Co and some flats.

  Eichhorn will also procure $57 million worth of debt owed by the restaurants and Shun Shing.

  The shares sale also depends on Golden Hill buying three industrial units from Mr Wong and buying an additional four floors of industrial space and 12 car-parking spaces from Beta Time in conjunction with Mr Woo Ping.

  The net balance of the sale proceeds comes to $84 million, of which Golden Hill's directors intend to use about $52.8 million to repay bank borrowings and retain the balance of $32 million as additional working capital.



Woo family sells 29pc stake in Golden Hill