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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.
AVIC Joy Holdings (HK) Limited
幸福控股（香港）有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 260)
VERY SUBSTANTIAL ACQUISITION
Financial Adviser to AVIC Joy Holdings (HK) Limited
SALE AND PURCHASE AGREEMENT
On 6 January 2015 (after trading hours), the Vendor and the Company entered into
the Sale and Purchase Agreement at a consideration RMB1,566,032,890 (equivalent
to approximately HK$1,957,541,113) which shall be satisfied in cash with internal
resources and bank financing.
LISTING RULES IMPLICATIONS
As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the
Listing Rules in respect of the Acquisition exceeds 100%, the Acquisition constitutes
a very substantial acquisition of the Company under Rule 14.06(5) of the Listing
Rules and will accordingly be subject to the requirements of reporting, announcement
and the shareholders’ approval requirements under Chapter 14 of the Listing Rules.
The EGM will be held to consider and, if thought fit, pass the ordinary resolution(s)
to approve the Acquisition. To the best of the knowledge of the Directors, no
Shareholder has a material interest in the Acquisition and therefore, no Shareholder
is required to abstain from voting at the EGM in respect of the Sale and Purchase
Agreement and the transactions contemplated thereunder.
A circular, containing further details of, among others, the Acquisition, a valuation
report on the Property, the unaudited pro forma financial information of the enlarged
Group and the notice convening the EGM, is expected to be despatched to the
Shareholders on or before 31 January 2015 as additional time is required to prepare
for the pro forma financial information of the enlarged Group and the valuation report
of the Property.
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Completion of the Acquisition is subject to the satisfaction of the conditions
precedent in the Sale and Purchase Agreement and therefore, may or may not
proceed. Shareholders and potential investors are advised to exercise caution
when dealing in the Shares.
The Board is pleased to announce that on 6 January 2015 (after trading hours), the
Vendor and the Company entered into the Sale and Purchase Agreement, pursuant to
which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to
purchase the Property.
SALE AND PURCHASE AGREEMENT
Date
6 January 2015
Parties
Vendor:
Shanghai Yin Hui Real Estate Development Co., Ltd.
Purchaser:
the Company or its wholly-owned subsidiaries
To the best of the Directors’ knowledge, information and belief, having made all
reasonable enquires, the Vendor and its ultimate beneficial owners are Independent
Third Parties.
Assets to be acquired
The Property is comprised of:
(i) the Building with office units on basement 1 and level 2-10, and retail units on
ground floor; and
(ii) the Parking Spaces with 145 car parking spaces on basement 1-3.
The Vendor conditionally agreed to grant to the Purchaser a 30-year free exclusive usage
right of a pier for seaplane berthing next to the Building (subject to obtaining approvals
from relevant PRC governmental authorities) upon Completion. Upon Completion, the
naming rights and usage rights of the advertising space of the Building will also be
transferred to the Purchaser.
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Consideration
The Consideration is RMB1,566,032,890 (equivalent to approximately HK$1,957,541,113).
The Consideration will be settled by the Purchaser in two installments in the following
manner:
(a) F i r s t i n s t a l l m e n t o f R M B 4 4 3 , 0 3 2 , 8 9 0 ( e q u iva l e n t t o a p p r o x i m a t e l y
HK$553,791,113) shall be settled in cash within 10 Business Days after obtaining
the Shareholders’ approval at the EGM; and
(b) Second installment of the remaining balance of RMB1,123,000,000 (equivalent
to approximately HK$1,403,750,000) shall be payable in cash after receiving the
bank financing, which shall not be later than 10 March 2015.
The Company intends to finance the Acquisition with the Group’s internal resources
and bank financing. Based on the unaudited management accounts of the Group as at
30 November 2014, the Company has sufficient internal resources to satisfy the first
installment of the Consideration. The Company is currently in negotiation with the
banks and has not secured any bank financing as at the date of this announcement, and
Completion is conditional upon the successful financing of the second installment of the
Consideration.
The Consideration was determined after arm’s length negotiations between the Vendor
and the Purchaser, and was determined with reference to a preliminary valuation
report on the Property prepared by an independent professional valuer engaged by the
Company, with an appraised value of approximately RMB1,590,000,000 (equivalent to
approximately HK$1,987,500,000) using direct comparison method.
Upon full settlement of the Consideration, the Vendor shall deliver the possession of the
Property to the Purchaser within 8 Business Days.
Conditions precedent
Completion is conditional upon the satisfaction of the following conditions:
(i) the Purchaser having obtained the Shareholders’ approval at the EGM under the
Listing Rules in relation to the Acquisition;
(ii) the Purchaser having completed the financing of the Property;
(iii) a valuation report issued by an independent professional valuer engaged by the
Company which confirms the fair market value of the Property at no less than
RMB1,566,032,890 (equivalent to approximately HK$1,957,541,113); and
(iv) the Company having obtained relevant satisfactory documents from Shanghai
government to use the pier for seaplane berthing on or before 10 February 2015.
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Completion shall take place within 30 Business Days after fulfillment of the above
conditions.
In the event that (i) the above conditions cannot be fulfilled on or before the Long Stop
Date (unless with consent from both the Vendor and the Purchaser); or (ii) the Purchaser
fails to settle the first installment within 10 Business Days after the agreed time for
payment or the second installment within 15 Business Days after 10 March 2015, the
Vendor shall refund the entire amount received from the Purchaser (after deducting the
transaction cost and tax incurred which is responsible by the Purchaser). The Sale and
Purchase Agreement shall lapse and cease to be of any effect on the parties to the Sale
and Purchase Agreement, in which case none of the parties shall have any claim against
the other party for costs, damages, compensation or otherwise (save in respect of any
prior breach of the Sale and Purchase Agreement).
INFORMATION OF THE PROPERTY AND THE USAGE RIGHT OF THE PIER
As at the date of this announcement, the Property is owned by the Vendor and is located
at the north bund of Huangpu River opposite of Lujiazui financial and trade zone, with
address at 18 Gong Ping Road, Shanghai, the PRC. The Property is comprised of the
Building with office units on level basement 1 and level 2-10 and retail units on ground
floor and the Parking Spaces with 145 car parking spaces on basement 1-3, which
together with an aggregate gross floor area of 16,352.29 sq.m.. Upon Completion, the
Purchaser will be granted a 30-year free exclusive usage right of a pier for seaplane
berthing next to the Building (subject to obtaining approvals from relevant PRC
governmental authorities) and the Company expects to incur an annual management fee
of approximately RMB1 million. The construction of the Property has been completed
in 2014 and the Property has obtained all the relevant certificates and licences. As at the
date of this announcement, the Property was vacant and has not been used or leased by
the Vendor or any other parties. The Group intends to lease out most of the gross floor
area of the Building to third parties.
INFORMATION OF THE VENDOR
The Vendor is a project company which engages in property development in Shanghai.
It principally carries out commercial and office property development and operation in
the western portion of Hui Shan Pier, Hongkou District, Shanghai, a sino-foreign joint
venture company with limited liability established under the laws of the PRC and a
50% non-wholly owned subsidiary of Franshion Properties (China) Limited, a company
incorporated in Hong Kong, whose shares are listed on the Main Board of the Stock
Exchange (stock code: 817). The remaining balance of the 50% interest of the Vendor is
owned by 上海國際港務（集團）股份有限公司 (Shanghai International Port (Group)
Co., Ltd.*), an entity affiliated with the Shanghai Municipal Government and listed on
the Shanghai Stock Exchange (stock code: 600018).
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REASONS FOR AND BENEFITS OF THE ACQUISITION
As at the date of this announcement, the Group is engaged in the operation of
compressed natural gas and liquefied petroleum gas refueling stations, management and
operation of light-emitting diode energy management contracts, provision of finance
lease and loan services and class 1 land development in the PRC.
As stated in the annual report of the Company for the year ended 31 December
2013, the Group will continue to look for ways for more effective deployment of
its resources and identify investment opportunities to broaden its earnings base and
to enhance Shareholders value. As disclosed in the announcement of the Company
dated 3 December 2014, the Company was in the course of certain preliminary and
exploratory discussions with few counterparties over certain potential investment
or business opportunities, including but not limited to a possible investment in a
commercial building in Shanghai, the PRC.
The Acquisition will enable the Group to diversify its business and broaden the income
stream of the Group through property leasing and the potential appreciation in value
of the Property amongst the commercial properties in Shanghai. In addition, taking
advantage of the prime location of the Property and the potential to use the pier for
seaplane berthing, the Acquisition provides a supplementary business opportunity to the
Group to develop seaplane business with its seaplane operation centre in the Building.
As at the date of this announcement, the management of the Company has no concrete
plan for the development of the seaplane business. In the event that the management of
the Company determines to develop the seaplane business which is subject to, among
other things, obtaining the approvals from relevant PRC governmental authorities to
use the pier for seaplane berthing, it is expected that capital expenditure will be mainly
incurred for the purchase of seaplanes for, inter alia, tourism and business travel.
Having considered, including but not limited to, (i) the location of the Property;
(ii) the prospect of the commercial property market in Shanghai; (iii) the expected
rental income to be generated from the Property; (iv) the preliminary valuation of the
Property; (v) the potential appreciation in value of the Property; and (vi) possibility of
using the pier for seaplane berthing, the Directors consider that the terms of the Sale
and Purchase Agreement are on normal commercial terms, fair and reasonable and are
in the interests of the Company and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the
Listing Rules in respect of the Acquisition exceeds 100%, the Acquisition constitutes a
very substantial acquisition of the Company under Rule 14.06(5) of the Listing Rules
and will accordingly be subject to the requirements of reporting, announcement and the
shareholders’ approval requirements under Chapter 14 of the Listing Rules.
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The EGM will be held to consider and, if thought fit, pass the ordinary resolution(s) to
approve the Acquisition. To the best of the knowledge of the Directors, no Shareholder
has a material interest in the Acquisition and therefore, no Shareholder is required to
abstain from voting at the EGM in respect of the Sale and Purchase Agreement and the
transactions contemplated thereunder.
A circular, containing further details of, among others, the Acquisition, a valuation
report on the Property, the unaudited pro forma financial information of the enlarged
Group and the notice convening the EGM, is expected to be despatched to the
Shareholders on or before 31 January 2015 as additional time is required to prepare for
the pro forma financial information of the enlarged Group and the valuation report of
the Property.
Completion of the Acquisition is subject to the satisfaction of the conditions
precedent in the Sale and Purchase Agreement and therefore, may or may not
proceed. Shareholders and potential investors are advised to exercise caution when
dealing in the Shares.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall
have the following meanings:
“Acquisition”
the acquisition of the Property subject to the terms and
conditions of the Sale and Purchase Agreement
“Board”
the board of Directors
“Building”
an office building located at Block B, Tower 17,
International Shipping Service Center, No. 18 Gong
Ping Road, Shanghai, the PRC
“Business Day(s)”
any day (other than a Saturday, Sunday or public
holiday) in Hong Kong on which banks in Hong Kong
are open generally for normal banking business
“Company”
AVIC Joy Holdings (HK) Limited, a company
incorporated in Hong Kong with limited liability
whose shares are listed on the Main Board of the Stock
Exchange
“Completion”
completion of the Acquisition, being within 30
Business Days after the fulfillment of all the conditions
precedent as set out in the Sale and Purchase
Agreement
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“connected person(s)”
with meanings ascribed to it under the Listing Rules
“Consideration”
the sale and purchase price of the Property of
RMB1,566,032,890 (equivalent to approximately
HK$1,957,541,113) pursuant to the Sale and Purchase
Agreement
“Directors”
the directors of the Company
“EGM”
the extraordinary general meeting of the Company to
be convened to consider, and if thought fit, approve the
Acquisition
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the
PRC
“Independent Third Party(ies)” party(ies) who is/are third parties independent of the
Company and its connected persons
“Listing Rules”
the Rules Governing the Listing of Securities on the
Stock Exchange
“Long Stop Date”
31 March 2015 (or any other date as agreed between
the Vendor and the Purchaser)
“Parking Spaces”
a total of 145 car parking spaces located on basement
1-3 of the Building
“PRC”
the People’s Republic of China which for the purpose
of this announcement, shall exclude Hong Kong, the
Macau Special Administrative Region of the PRC and
Taiwan
“Property”
being the Building and the Parking Spaces with an
aggregate gross floor area of 16,352.29 sq.m.
“Purchaser”
the Company or its wholly-owned subsidiaries
“Sale and Purchase Agreement”the agreement dated 6 January 2015 entered into
between the Purchaser and the Vendor in relation to the
acquisition of the Property
“Share(s)”
ordinary share(s) in the issued share capital of the
Company
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“Shareholder(s)”
holder(s) of Share(s) in issue
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Vendor”
上海銀滙房地產發展有限公司 (Shanghai Yin Hui
Real Estate Development Co., Ltd.*), a sino-foreign
joint venture company with limited liability established
under the laws of the PRC and a 50% non-wholly
owned subsidiary of Franshion Properties (China)
Limited, a company incorporated in Hong Kong,
whose shares are listed on the Main Board of the Stock
Exchange (stock code: 817). The remaining balance of
the 50% interest of the Vendor is owned by 上海國際
港務（集團）股份有限公司 (Shanghai International
Port (Group) Co., Ltd.*), an entity affiliated with the
Shanghai Municipal Government and listed on the
Shanghai Stock Exchange (stock code: 600018)
“%”
per cent
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“RMB”
Renminbi, the lawful currency of the PRC and the
exchange rate between RMB and HK$ for the purpose
of this announcement is RMB1 = HK$1.25
“sq.m.”
square metres
By order of the Board
AVIC Joy Holdings (HK) Limited
Ji Hui
Chief Executive Officer
Hong Kong, 6 January 2015
As of the date of this announcement, the Board comprises nine Directors, of which
Mr. Ji Guirong (Chairman) is the non-executive Director; Mr. Ji Hui (Chief Executive
Officer), Mr. Zang Zheng, Mr. Zhang Chuanjun, Mr. Xiao Wei and Mr. Wang Xiaowei are
the executive Directors; Mr. Hu Xiaowen, Mr. Gong Changhui and Mr. Wu Meng are the
independent non-executive Directors.
* For identification purpose only
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