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. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1109) CONNECTED TRANSACTION ACQUISITION OF 45% EQUITY INTEREST IN A SUBSIDIARY Reference is made to announcement published by the Company dated 7 August 2014 in relation to the establishment of the Target Company. The Purchaser is holding 55% equity interest in the Target Company as at the date of this announcement. THE ACQUISITION The Board announces that on 30 April 2015 the Purchaser (being a 97% owned subsidiary of the Company) and the Seller entered into the Equity Transfer Agreement, pursuant to which the Purchaser has agreed to acquire from the Seller 45% equity interest in the Target Company for a consideration of RMB4,672,500 (equivalent to approximately HK$5,840,625). Immediately after completion of the Acquisition, the Target Company will become a wholly-owned subsidiary of the Purchaser. CONNECTED TRANSACTION EXEMPT FROM THE INDEPENDENT SHAREHOLDERS’ APPROVAL REQUIREMENT As at the date of this announcement, as (i) CRH is the controlling Shareholder of the Company and a wholly-owned subsidiary of CRC; (ii) a CRC’s subsidiary is the sole limited partner of the Seller; and (iii) a CRH’s wholly owned subsidiary owns 51% of the registered capital of Huawei Yongsheng, who is the fund manager and has control of the Seller by virtue of its power to make investment decisions for and on behalf of the Seller, the Seller is likely to be deemed as a connected person of the Company within the meaning of the Listing Rules. –1– As the Seller is likely to be deemed as a connected person of the Company, the Acquisition is expected to constitute a connected transaction of the Company. As certain of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the Acquisition (after aggregation with the Previous Transaction), exceed 0.1% but less than 5%, the Acquisition is subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement set out in Chapter 14A of the Listing Rules. THE ACQUISITION (A) THE EQUITY INTEREST TRANSFER AGREEMENT On 30 April 2015 the Purchaser (being a 97% owned subsidiary of the Company) and the Seller entered into the Equity Transfer Agreement, pursuant to which the Purchaser has agreed to acquire from the Seller 45% equity interest in the Target Company for a consideration of RMB4,672,500 (equivalent to approximately HK$5,840,625). Date 30 April 2015 Parties (1) China Resources Land (Beijing) Limited* (華潤置地(北京)股份有 限公司), a 97% owned subsidiary of the Company which is principally engaged in investment holding and property project development; and (2) Shenzhen Runxin No. 4 Investment Partnership Enterprise (Limited Partnership)* (深圳市潤鑫四號投資合夥企業(有限合夥)), a property project investment fund managed by Huawei Yongsheng. Huawei Yongsheng is a provider of business consultancy and management services. Subject matter of the Acquisition The Purchaser has agreed to purchase, and the Seller has agreed to sell, 45% equity interest in the Target Company in accordance with the terms and conditions of the Equity Transfer Agreement. Consideration The consideration for the Acquisition is RMB4,672,500 (equivalent to approximately HK$5,840,625) payable within 10 Business Days after signing of the Equity Transfer Agreement. The Consideration was determined after arm’s length negotiations between the Purchaser and the Seller after taking into account the aggregate amount of capital injected by the Seller of RMB4.5 million and the audited consolidated net asset value of the Target Company. –2– Completion Completion will take place on the date on which business registration showing the Purchaser as the sole registered holder of equity interest of the Target Company shall be completed. The Seller shall not be obligated to assist in attending to the business registration for the Acquisition unless the Purchaser has paid the Consideration in full to the Seller in accordance to the Equity Transfer Agreement. Within 5 business days upon full payment of the Consideration by the Purchaser in accordance withe Equity Transfer Agreement, the Seller shall prepare all the documentations required for the business registration for the Acquisition and shall cooperate with the Purchaser to conduct the business registration for the Acquisition. To the extent prescribed by law, the Purchaser will enjoy all rights to and interests in the 45% equity interest of the Target Company upon the payment of the Consideration. As a result of the Acquisition, the Target Company will become a wholly-owned subsidiary of the Purchaser. Information on the Target Company The Target Company is a company incorporated in the PRC with limited liability and 55% equity interest in the Target Company is held by the Purchaser (being a 97% owned subsidiary of the Company). The Target Company principally engages in real estate development and sales and property management, for the development of the Mentougou Project. The audited consolidated net asset value of the Target Company as at 31 December 2014 was approximately RMB10,006,573.36. The audited consolidated net profit before taxation and the net profit after taxation of the Target Company from its incorporation date of 8 August 2014 to 31 December 2014 are approximately RMB8,764.48 and approximately RMB6,573.36 respectively. (B) REASONS FOR AND BENEFITS OF THE ACQUISITION The principal business activity of the Group is property investment, development and management in the PRC. The Directors consider that as a result of the Acquisition, the relationship between the Target Company can be further strengthened and additional synergistic effects can be provided to the Target Company by leveraging on the expertise of the Group in respect of provision of project management services which will benefit and complement the development of the Mentougou Project operated by the Target Company. The Directors (including the independent non-executive Directors) are of the view that the Acquisition is fair and reasonable and in the interests of the Company and the Shareholders as a whole. As none of the Directors has any material interest in the Equity Transfer Agreement, no Directors were required to abstain from voting on the relevant board resolutions passed. –3– (C) CONNECTED TRANSACTION EXEMPT FROM THE INDEPENDENT SHAREHOLDERS’ APPROVAL REQUIREMENT As at the date of this announcement, as (i) CRH is the controlling Shareholder of the Company and a wholly-owned subsidiary of CRC; (ii) CRC’s subsidiary is the sole limited partner of Seller; and (iii) CRH’s wholly owned subsidiary owns 51% of the registered capital of Huawei Yongsheng, who is the fund manager and has control of the Seller by virtue of its power to make investment decisions for and on behalf of the Seller, who is in turn in the owner of 45% shares of the Target Company, thus the Seller is likely to be deemed as a connected person of the Company within the meaning of the Listing Rules. As the Seller is likely to be deemed as a connected person of the Company, the Acquisition is expected to constitute a connected transaction of the Company. As certain of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the Acquisition (after aggregation with the Previous Transaction), exceed 0.1% but less than 5%, the Acquisition is subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement set out in Chapter 14A of the Listing Rules. DEFINITIONS ‘‘Acquisition’’ the acquisition of 45% equity interest in the Target Company ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (excluding Saturday and any day on which banks in PRC are generally open for business ‘‘Company’’ China Resources Land Limited (華潤置地有限公司), a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed thereto in the Listing Rules ‘‘Consideration’’ the sum of RMB4,672,500, being the consideration for the sale and purchase of 45% equity interest in the Target Company ‘‘controlling Shareholder’’ has the meaning ascribed thereto in the Listing Rules ‘‘Cooperation Agreement’’ the agreement dated 7 August 2014 entered into between the Purchaser and the Seller for the establishment of a joint venture to undertake the Mentougou Project and the Previous Transaction –4– ‘‘CRC’’ China Resources Co., Limited* (華潤股份有限公司), a joint stock limited liability company incorporated in the PRC, which is the holding company of CRH ‘‘CRH’’ China Resources (Holdings) Company Limited (華潤(集團) 有限公司), a company incorporated in Hong Kong with limited liability and is an investment holding company, indirectly holding 65.02% Shares in the Company as at the date of this announcement ‘‘Director(s)’’ the director(s) of the Company ‘‘Equity Transfer Agreement’’ the equity interest transfer agreement entered into between the Purchaser and the Seller dated 30 April 2015 in relation to the Acquisition ‘‘Group’’ the Company and its subsidiaries ‘‘Huawei Yongsheng’’ Huawei Yongsheng Enterprise Management Limited* (華威 永盛企業管理有限公司), a company established in the PRC with limited liability and is principally a provider of business consultancy and management services ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Mentougou Land’’ the underlying land of the Mentougou Project located at Plot MC00–0017–6007 of the Mentougou Newtown, Mentougou District, Beijing, PRC (中國北京市門頭溝區的門頭溝新城 MC00–0017–6007號等地塊) with a land area of approximately 29,235.04 square meters ‘‘Mentougou Project’’ the mixed commercial properties on the Mentougou Land ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, Taiwan and the Macau Special Administrative Region of the People’s Republic of China ‘‘Previous Transaction’’ the formation of the Target Company as a joint venture of which the Purchaser was interested in 55% equity interest in the Target Company pursuant to the Cooperation Agreement –5– ‘‘Purchaser’’ China Resources Land (Beijing) Limited* (華潤置地(北京) 股份有限公司), a company established in the PRC with limited liability and a 97% owned subsidiary of the Company and is principally engaged in investment holding and project development ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Seller’’ Shenzhen Runxin No. 4 Investment Partnership Enterprise (Limited Partnership)* (深圳市潤鑫四號投資合夥企業(有限 合夥)), a limited partnership enterprise established in the PRC and a property project investment fund managed by Huawei Yongsheng ‘‘Shareholder(s)’’ holder(s) of the share(s) the of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Target Company’’ China Resources Land Luyuan (Beijing) Real Estate Development Co., Ltd.* (華潤置地祿源(北京)房地產開發有 限公司) established in the PRC with limited liability to undertake the Mentougou Project ‘‘%’’ per cent For the purposes of this announcement and for illustration only, conversions of RMB into HK$ are based on the approximate exchange rate of RMB1.00 to HK$1.25. No representation is made that any amount in HK$ or RMB could have been or could be converted at the above rate or at any other rates. By Order of the Board China Resources Land Limited Mr. Tang Yong Vice Chairman Hong Kong, 30 April 2015 As at the date of this announcement, the executive Directors are Mr. Wu Xiangdong, Mr. Tang Yong and Mr. Yu Jian; the non-executive Directors are Mr. Yan Biao, Mr. Wei Bin, Mr. Du Wenmin, Mr. Ding Jiemin, Mr. Chen Ying and Mr. Wang Yan; and the independent non-executive Directors are Mr. Wang Shi, Mr. Andrew Y. Yan, Mr. Ho Hin Ngai, Bosco, Mr. Wan Kam To, Peter and Mr. Ma Weihua. * English translations of the names are provided for ease of reference only and they are not official English names of the companies and authorities concerned –6–
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