Hong Kong Exchange 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.
JOY CITY PROPERTY LIMITED
大悅城地產有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 207)
DISCLOSEABLE TRANSACTION
ACQUISITION OF 50% EQUITY INTEREST IN SHANGHAI LINYAO
INVESTMENT LIMITED
THE ACQUISITION
On 31 March 2015, Twin Progress, an indirect wholly-owned subsidiary of the Company, succeeded
in the bid conducted through Shanghai United Assets and Equity Exchange ( 上海聯合產權交易所 )
for the 50% equity interest in Shanghai Linyao Investment at an aggregate price of
RMB1,208,209,873 (equivalent to approximately HK$1,525,364,965), to indirectly acquire the
Subject Property held by Shanghai Linyao Investment.
LISTING RULES IMPLICATIONS
As the relevant applicable percentage ratios exceed 5% but are less than 25%, the Acquisition
constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
THE ACQUISITION
On 31 March 2015, Twin Progress, an indirect wholly-owned subsidiary of the Company, succeeded
in the bid conducted through Shanghai United Assets and Equity Exchange (上海聯合產權交易所 ) for
the 50% equity interest in Shanghai Linyao Investment at an aggregate price of RMB1,208,209,873
(equivalent to approximately HK$1,525,364,965), to indirectly acquire the Subject Property held by
Shanghai Linyao Investment. Details of the Acquisition are set out below:
Date of the Notice of Bidding Result
31 March 2015
1
Parties to the Acquisition
(1)
the Seller ( as the transferor of the Subject Equity Interest),and
(2)
Twin Progress (as the transferee)
The Acquisition
Twin Progress agrees to purchase and the Seller agrees to dispose of the equity interest. Upon
completion of the Acquisition, the majority of the Board of Directors of Shanghai Linyao Investment
will be appointed by the Company. Shanghai Linyao Investment will become an indirect wholly-owned
subsidiary of the Company.
Shanghai Linyao Investment
Shanghai Linyao Investment was established on 17 February 2014 with a registered capital of
RMB1,862,934,229 (equivalent to approximately HK$2,351,954,464), and it is engaged in industrial
investment, asset management, property management, construction of municipal utilities. Its major
asset is the Subject Property located at Sanlin town, Pudong New District, Shanghai (land parcel no.
06-01). The Subject Property has obtained the Certificate of Real Estate in Shanghai (No.043976
(2014)) and has not commenced construction and not obtained the construction planning permit. The
nature of land use is state-owned construction land use rights and the nature of land use is mixed
commercial and office as well as residential. The total area is 24,592.10 squares metres and the gross
floor area is 83,613.14squares metres. The portion for mixed commercial and office use will not be
less than 50%, with its term from 18 March 2013 to 17 March 2063; whereas the portion for residential
use will not be more than 50%, with its term from 18 March 2013 to 17 March 2083. Upon completion
of the Acquisition, it will forthwith modify its business license and include real estate development
and management in its business scope.
According to the valuation carried out by a PRC appraisal firm ( the “Valuation”), as at 30 November
2014, the book value of 100% equity interest of Shanghai Linyao Investment was
RMB1,861,929,396.97(equivalent to approximately HK$2,350,685,863.67) and its Valuation was
RMB2,416,414,913.97 (equivalent to approximately HK$3,050,723,828.89), thus the Valuation of the
Subject
Equity
Interest
was
RMB1,208,207,456.99
(equivalent
to
approximately
HK$1,525,361,914.45). The difference of the book value and the Valuation was attributable to the
increased value of the Subject Property.
Consideration And Payment Terms
The total consideration for the Acquisition amounted to RMB1,208,209,873(equivalent to
approximately HK$1,525,364,965). The said consideration represents the asking price quoted by
Shanghai United Assets and Equity Exchange in the public bidding procedures, which were conducted
in accordance with the relevant laws and regul ations of the PRC, and the asking price was set by
reference to the Evaluation. Twin Progress has paid an aggregate deposit of RMB362,460,000
(equivalent to approximately HK$457,605,750), which will be applied to settle part of the
consideration (equivalent to 30% of the total consideration) due and payable upon the execution of the
Acquisition Agreement. The balance of total consideration shall be paid in full within 10 Business
Days commencing from the date of the Acquisition Agreement.
The total consideration will be satisfied by the internal resources of the Company.
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REASONS FOR THE ACQUISITION
The Group is principally engaged in development, operation, sales, leasing and management of mixed use complexes and commercial properties and the Acquisition is considered by the Company to be in
its ordinary and usual course of business. In line with the Group’s business strategy, it shall actively
looking for suitable land parcel for development at prime locations of PRC first-tier cities for
replenishing its land bank. The Board (including the independent non-executive Directors) is of the
view that the Acquisition is in line with the Group’s business strategy and will further replenish its
land bank.
The Subject Property is located at Qiantan business district in Shanghai Pudong which has been listed
as key development area. In the coming five to ten years, it is expected to become an important carrier
for the transformation of urban development and function upgrade in Shanghai and become a new
world-class central business district and the urban centre in Shanghai that combines functions of
business headquarters, cultural and media, as well as sports and leisure as a whole. The Directors are
with confidence in the prospect of the property market in this district.
In consideration of the strategic location and enormous potential of the Subject Property, it is expected
to achieve better financial return. In addition, the Board believes that the Acquisition provides an
excellent investment opportunity and further strengthens the Group’s established presence in the
property market in Shanghai and its expertise in the development of mixed-use complexes. The
Directors (including the independent non-executive Directors) consider the Acquisition has been made
on normal commercial terms and that such terms are fair and reasonable and that the Acquisition is in
the interest of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONS
As the relevant applicable percentage ratios exceed 5% but are less than 25%, the Acquisition
constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
INFORMATION OF THE PARTIES TO THE AGREEMENT
Twin Progress was incorporated in Hong Kong on 17 March 2014, as an indirect wholly-owned
subsidiary of the Company, and mainly engaged in investment holding.
The Seller was a state-owned company incorporated in the PRC, mainly engaged in industrial
investment, domestic trade, investment consultation (except for brokerage services), storage (except
for hazardous materials), exhibition and conference services, construction of municipal utilities,
construction of ground and infrastructure, real estate development and operation. To the best of the
Directors’ knowledge, information and belief after having made all rea sonable enquiries, the Seller
and its ultimate beneficial owner(s) are third parties independent of the Company and its connected
persons.
DEFINITIONS
In this announcement, the following expressions have the following meanings unless the context
otherwise requires:
“Acquisition”
the consideration of the Subject Equity Interest at an aggregate price
of
RMB1,208,209,873
(equivalent
to
approximately
HK$1,525,364,965)
3
“Acquisition Agreement”
the acquisition agreement (產權交易合同) to be entered into between
the Seller and Twin Progress in relation to the Acquisition within 5
Business Days commencing from the date of the Notice of Bidding
Result
“Board”
the board of Directors
“Business Days”
a day (other than Saturday, Sunday, public holiday and any day on
which a typhoon signal 8 or above is hoisted or a black rainstorm
warning is given in Shanghai, PRC at any time during 9:00 a.m. to
5:00 p.m.) on which banks in Shanghai, PRC, are open for general
banking business
“Company”
Joy City Property Limited, a company was incorporated in Bermuda
on 23 September 1992 with limited liability, the ordinary shares of
which are listed on the main board of the Stock Exchange (Stock
Code:207)
“connected persons”
has the meaning ascribed thereto in the Listing Rules
“Director”
the Directors of the Company
“Group”
the Company and its subsidiaries
“HK$”
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
“Notice of Bidding Result”
the notice of the arranged signing of contract for 50% equity interest
of Shanghai Linyao Investment (上海林耀投資有限公司 50%股權項
目的組織簽約通知書) issued by Shanghai United Assets and Equity
Exchange (上海聯合產權交易所) dated 31 March 2015
“percentage ratios”
has the meaning ascribed to any of the five percentage ratios under
Rule 14.07 of the Listing Rules
“PRC”
the People’s Republic of China, which shall, for the purpose of this
announcement, exclude Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“Seller”
Shanghai New Bund International Business District Investment
(Group) Co., Ltd.* (上海前灘國際商務區投資 (集團)有限公司), a
state-owned company incorporated in the PRC
“Shanghai Linyao
Investment”
Shanghai Linyao Investment Co., Ltd.*(上海林耀投資有限公司), a
limited liability company incorporated in the PRC
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“Shareholder(s)”
the holder(s) of the Share(s)
“Stock Exchange”
the Stock Exchange of Hong Kong Limited
“Subject Equity Interest”
50% equity interest of Shanghai Linyao Investment offered by means
of quotation through Shanghai Untied Assets and Equity Exchange
(上海聯合產權交易所)
“Subject Property”
land parcel 06-01 located at Sanlin town, Pudong New District,
Shanghai
“Twin Progress”
Twin Progress Limited (雙達有限公司), a limited liability company
incorporated in Hong Kong and an indirect wholly-owned subsidiary
of the Company
“%”
Per cent
For the purpose of this announcement and for illustration only, the exchange rate of RMB1.00=HK$ 1.2625 has been
used, where applicable. No representation is made that any amount has been, could have been or may be exchanged at
such rate or any other rate or at all on the date or dates in question or any other date.
By order of the Board
Joy City Property Limited
Zhou Zheng
Chairman
Hong Kong, 31 March 2015
As at the date of this announcement, the Board comprises Mr. ZHOU Zheng and Mr. HAN Shi as Executive Directors;
Mr. SHI Zhuowei,, Mr. MA Jiangping, Mr. MA Wangjun and Ms. JIANG Hua as Non -executive Directors; and Mr. LAU
Hon Chuen, Ambrose, GBS, JP, Mr. LAM Kin Ming, Lawrence and Mr. WU Kwok Cheung, MH as Independent Nonexecutive Directors.
*English translations of the names are provided for ease of reference only and they are not official English names of the
companies and authority concerned
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