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.
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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.
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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.
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(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
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‘‘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–