1. business and industrial
2. company
3. merger and acquisition

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult
your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional
accountant or other professional advisers.
If you have sold or transferred all your shares in Beijing Properties (Holdings) Limited (the “Company”),
you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee
or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the
sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this circular, 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 circular.
BEIJING PROPERTIES (HOLDINGS) LIMITED
北 京 建 設（ 控 股 ）有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 925)
MAJOR TRANSACTIONS
IN RELATION TO
THE TRANSFER AND PROVISION OF FINANCIAL ASSISTANCE
A letter from the Board is set out on pages 5 to 14 of this circular and a summary of the principal terms of the
Transfer and the Provision of Financial Assistance is set out on pages 6 to 10 of this circular.
24 February 2015
CONTENTS
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
APPENDIX I
–
FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .
15
APPENDIX II
–
PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . .
17
APPENDIX III
–
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
–i–
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the
following meanings:
“associates”
has the meaning ascribed to it under the Listing Rules
“BEGREC”
北京北控置業有限責任公司 (Beijing Enterprises Group
Real-Estate Co., Ltd*), a company incorporated in the PRC
with limited liability
“BEREHK”
Beijing Enterprises Real Estate (HK) Limited, a company
incorporated in the BVI with limited liability and a wholly
owned subsidiary of BEGREC
“Beijing Yun Zhong”
北 京 允 中 投 資 咨 詢 有 限 公 司 ( B e i j i n g Yu n Z h o n g
Investment Consulting Co., Ltd.*), a company incorporated
in the PRC with limited liability and a wholly owned
subsidiary of the Company
“Board”
board of Directors
“Brilliant Bright”
Brilliant Bright Holdings Limited, a company incorporated
in the BVI with limited liability and a wholly owned
subsidiary of BEREHK
“BVI”
British Virgin Islands
“close associates”
has the meaning ascribed to it under the Listing Rules
“Company”
Beijing Properties (Holdings) Limited, a company
incorporated in Bermuda with limited liability, the shares of
which are listed on the Main Board of the Stock Exchange
“Cosmic Stand”
Cosmic Stand International Limited, a company
incorporated in the BVI with limited liability and a wholly
owned subsidiary of the Company
“Completion”
completion of the Transfer
“Condition(s)”
condition(s) precedent to the Completion
–1–
DEFINITIONS
“connected person”
has the meaning as ascribed to it under the Listing Rules
“Consideration”
consideration of HK$408,000,000 for the Transfer, which
shall be payable in the manner set out in the section headed
“Consideration”
“Director(s)”
director(s) of the Company
“Entrusted Loans”
the entrusted loans in the aggregate principal amount of
RMB255,050,000 outstanding as at the Latest Practicable
Date provided by Beijing Yun Zhong to Lugang through
Hua Xia Bank in accordance with various entrusted loan
agreements
“Genvon Group”
Genvon Group Limited, a company incorporated in Cayman
Islands with limited liability, the shares of which are listed
on the Main Board of the Stock Exchange
“Genvon Group Independent
Shareholders”
shareholder of Genvon Group other than Cosmic Stand and
its close associates
“Group”
the Company and its subsidiaries
“Hong Kong”
Hong Kong Special Administrative Region of the PRC
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date”
17 February 2015, being the latest practicable date prior
to the publication of this circular for ascertaining certain
information for inclusion in this circular
“Listing Rules”
Rules Governing the Listing of Securities on the Stock
Exchange
“Long Stop Date”
30 June 2015 or such later date as the Vendor and the
Purchaser may agree
–2–
DEFINITIONS
“Lugang”
北 京 陸 港 國 際 物 流 有 限 公 司 (Beijing Inland Port
International Logistics Co., Ltd.*), a company established
in the PRC with limited liability, which is owned indirectly
as to approximately 82.24% by the Target Company
“PBOC”
Peoples’ Bank of China
“PRC”
People’s Republic of China
“Provision of Financial
Assistance”
the provision of the Entrusted Loans and the Shareholder
Loan
“Purchaser”
United Win International Corporation, a company
incorporated in the BVI with limited liability and a wholly
owned subsidiary of Genvon Group
“RMB”
Renminbi, the lawful currency of the PRC
“Sale and Purchase Agreement”
the sale and purchase agreement dated 30 January 2015
entered into between the Vendor and the Purchaser in
relation to the Transfer
“Sale Share”
1 ordinary share fully paid up in the share capital of the
Target Company, representing its entire issued share capital
“SFO”
Securities and Futures Ordinance (Chapter 571 of the laws
of Hong Kong)
“Shareholder Loan”
the loan in the aggregate principal amount of
RMB48,610,118.16 outstanding as at the Latest Practicable
Date provided by the Company to Lugang
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Target Company”
Zhi Jian Limited, a company incorporated in the BVI with
limited liability and a wholly owned subsidiary of the
Company as at the Latest Practicable Date
“Target Group”
the Target Company and its subsidiaries
–3–
DEFINITIONS
“Transfer”
the sale and purchase of the Sale Share
“Vendor”
Beijing Enterprises Health and Medical Resources Group
Limited, a company incorporated in the BVI with limited
liability and a wholly owned subsidiary of the Company
“%”
per cent
In this circular, the English translation of certain Chinese names and entities is included for
information purpose only and should not be regarded as official English translation of such Chinese
names and entities.
–4–
LETTER FROM THE BOARD
BEIJING PROPERTIES (HOLDINGS) LIMITED
北 京 建 設（ 控 股 ）有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 925)
Executive Directors:
Mr. Yu Li (Vice-Chairman)
Mr. Qian Xu
Mr. Jiang Xinhao
Mr. Siu Kin Wai
Mr. Yu Luning
Mr. Liu Xueheng
Mr. Ang Renyi
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Head office and principal place of
business in Hong Kong:
66th Floor
Central Plaza
18 Harbour Road
Wanchai, Hong Kong
Independent Non-executive Directors:
Mr. Goh Gen Cheung
Mr. Zhu Wuxiang
Mr. James Chan
Mr. Song Lishui
Mr. Chan Yuk Cheung
24 February 2015
To the Shareholders
Dear Sir or Madam,
MAJOR TRANSACTIONS
IN RELATION TO
THE TRANSFER AND PROVISION OF FINANCIAL ASSISTANCE
INTRODUCTION
Reference is made to the joint announcement issued by the Company and Genvon Group
dated 30 January 2015 in relation to the Transfer and the Provision of Financial Assistance. On
30 January 2015 (after trading hours), the Vendor and the Purchaser entered into the Sale and
Purchase Agreement, pursuant to which the Vendor conditionally agreed to sell, and the Purchaser
conditionally agreed to purchase, the Sale Share.
–5–
LETTER FROM THE BOARD
Beijing Yun Zhong, a wholly owned subsidiary of the Company, has, through a bank as the
lending agent, provided the Entrusted Loans to Lugang, which are outstanding as at the Latest
Practicable Date. The Company has also provided the Shareholder Loan to Lugang, which are
outstanding as at the Latest Practicable Date. Upon Completion, the provision of the Entrusted
Loans and the Shareholder Loan (i.e. the Provision of Financial Assistance) will constitute a
notifiable transaction under the Listing Rules.
The purpose of this circular is to provide the Shareholders with further details of the Transfer
and the Provision of Financial Assistance, together with other information as required by the
Listing Rules.
SALE AND PURCHASE AGREEMENT
Date
30 January 2015 (after trading hours)
Parties
(1)
the Vendor (a wholly owned subsidiary of the Company)
(2)
the Purchaser (a wholly owned subsidiary of Genvon Group)
Cosmic Stand (a wholly owned subsidiary of the Company) is a substantial shareholder of
Genvon Group which holds 1,890,000,000 shares of Genvon Group, representing approximately
20.86% of its issued share capital, as at the Latest Practicable Date. The Vendor is an associate of
Cosmic Stand and a connected person of Genvon Group. To the best of the knowledge, information
and belief of the Directors, the Purchaser and its ultimate beneficial owners are third parties
independent of and not connected with the Company and its connected persons (as defined under
the Listing Rules).
Subject matter
Pursuant to the Sale and Purchase Agreement, the Vendor conditionally agreed to sell, and
the Purchaser has conditionally agreed to purchase, the Sale Share, representing the entire issued
share capital of the Target Company.
As at the Latest Practicable Date, the Target Company is a wholly owned subsidiary of the
Company.
–6–
LETTER FROM THE BOARD
Consideration
The Consideration of HK$408,000,000 shall be payable in cash by cashier order or wire
transfer of immediately available fund upon Completion.
The Consideration was arrived at after arm’s length negotiation between the parties to the
Sale and Purchase Agreement with reference to, among others, (i) the reasons for the Transfer as
discussed in the sections headed “Reasons for and benefits derived from the Transfer and Provision
of Financial Assistance” below; (ii) the unaudited consolidated net asset value of the Target Group
attributable to the shareholder of the Target Company of approximately HK$8.42 million as at 30
June 2014 (before the appreciation in fair value of the land and properties as stated in (iii)); and (iii)
a preliminary indicative fair value of approximately RMB708 million (equivalent to approximately
HK$894.33 million) of the land and properties held by Lugang as at 31 December 2014, as assessed
by an independent valuer engaged by the Company and Genvon Group, the appreciation of the land
and properties of Lugang amounted to approximately HK$479.06 million (the “Appreciation”)
from the unaudited carrying value of approximately HK$415.27 million of the properties held by
Lugang as at 30 June 2014. The Consideration represents a discount of approximately 3.7% to the
adjusted net assets value of the Target Group after taking into account the Appreciation and minus
the amount of approximately HK$63.81 million for the portion of Appreciation (after the 25% of
corresponding deferred tax impact) as shared by the 17.76% minority interests of Lugang, being
approximately HK$423.67 million. The net assets value of the Target Group are expected to be
decreased after the six months ended 30 June 2014 due to the operating loss, therefore, the slight
discount to the Consideration is considered reasonable.
Conditions precedent
Completion of the Transfer shall be subject to the following Conditions being satisfied on or
before the Long Stop Date:
(a)
(b)
the passing of an ordinary resolution by the Genvon Group Independent Shareholders
in an extraordinary general meeting in accordance with the Listing Rules and other
applicable law and regulations approving the Sale and Purchase Agreement and the
transactions contemplated therein;
the obtaining of written approval from the shareholders of the Company holding
more than 50% of its issued share capital, or failing which the passing of an ordinary
resolution by the shareholders in a special general meeting of the Company in
accordance with the Listing Rules and other applicable law and regulations approving
the Sale and Purchase Agreement and the transactions contemplated therein;
–7–
LETTER FROM THE BOARD
(c)
the Target Company having obtained written consent from China Citic Bank
International Limited consenting to the Sale and Purchase Agreement and the
transactions contemplated therein;
(d)
the Purchaser having satisfied with its legal, financial, accounting, tax, and business
due diligence of the Target Group;
(e)
the Vendor has not breached any of the warranties, save as to those already disclosed;
and
(f)
having obtained all other necessary approval and consent for the Transfer if any.
The Purchaser is entitled to waive Conditions (d) and (e) above and the other Conditions
cannot be waived. As at the Latest Practicable Date, the Purchaser has no intention to waive the
Conditions (d) and (e). The parties shall use their respective best endeavors to procure that the
above Conditions are fulfilled. If the Conditions are not fulfilled or waived (if applicable) on or
before the Long Stop Date, the obligations of the parties under the Sale and Purchase Agreement
shall forthwith cease and terminate and neither party shall have any claim against the other party,
save as to any antecedent breach. Save that the Company has obtained approval in written form by
the Shareholders holding together more than 50% in nominal value of shares of the Company, the
above Conditions are yet to be fulfilled.
Completion
Completion shall take place within ten (10) days after the Conditions are fulfilled or waived.
PROVISION OF FINANCIAL ASSISTANCE
Beijing Yun Zhong, a wholly owned subsidiary of the Company, has, through a bank as
the lending agent, provided the Entrusted Loans to Lugang, which are outstanding as at the
Latest Practicable Date. The Company has provided the Shareholder Loan to Lugang, which are
outstanding as at the Latest Practicable Date.
–8–
LETTER FROM THE BOARD
Entrusted Loans
The principal terms of the Entrusted Loans are as follows:–
Date:
Various entrusted loan agreements entered into during the
period from February 2012 to January 2015
Parties:
Beijing Yun Zhong as the lender
Hua Xia Bank as the lending agent
Lugang as the borrower
Principal amount:
RMB255,050,000 (equivalent to approximately
HK$322,175,204)
Interest rate:
The same of the one year ’ s term loan interest rate as
published, and as amended from time to time, by the PBOC,
accrued interest as at the Latest Practicable Date amounts
to RMB25,240,095.99 (equivalent to approximately
HK$31,882,897.73)
Term:
Ranging from 6 months to 1 year from the date of
drawdown and expiring in January 2016 the latest (subject
to extension as agreed by the parties)
Purpose:
for developing the projects in Chaoyang Inland Port of
Beijing
Shareholder Loan
The principal terms of the Shareholder Loan are as follows:–
Date:
the Shareholder Loan was provided during the period from
July 2012 to May 2014 and a loan agreement recording the
terms thereof has been entered into on 29 January 2015
Parties:
the Company as the lender
Lugang as the borrower
–9–
LETTER FROM THE BOARD
Principal amount:
R M B 4 8 , 6 1 0 , 1 1 8 . 1 6 ( e q u iva l e n t t o a p p r o x i m a t e l y
HK$61,403,547.22)
Interest rate:
The same of the one year ’ s term loan interest rate as
published, and as amended from time to time, by the PBOC,
which shall accrue from the date of the said loan agreement
(i.e. 29 January 2015) up to the repayment date
Term:
1 year and expiring on 28 January 2016 (subject to
extension as agreed by the parties and early payment as
requested by the Company or Lugang)
Purpose:
for developing the projects in Chaoyang Inland Port of
Beijing
Beijing Yun Zhong, a wholly owned subsidiary of the Company, is interested in
1,890,000,000 shares of Genvon Group, representing approximately 20.86% of its issued share
capital, through Cosmic Stand (a substantial shareholder of Genvon Group and a wholly owned
subsidiary of the Company). Each of Beijing Yun Zhong and the Company is an associate of Cosmic
Stand and a connected person of Genvon Group. As at the Latest Practicable Date, Lugang is a
82.24% owned subsidiary of the Company and upon Completion, Lugang will become a 82.24%
owned subsidiary of Genvon Group.
To the best of the knowledge, information and belief of the Directors, Hua Xia Bank and its
ultimate beneficial owners are third parties independent of and not connected with the Company
and its connected persons (as defined under the Listing Rules).
INFORMATION ON THE GROUP AND THE TARGET GROUP
The Group is principally engaged in investment and development of logistics, commercial,
residential and industrial properties, provision of logistics related value-added services, including
leasing of warehouse facilities and provision of management services.
The Target Group is principally engaged in investment in and development of logistics
properties and provision of logistics services for the Chaoyang Inland Port of Beijing, including
leasing of warehouse facilities and provision of related management services.
– 10 –
LETTER FROM THE BOARD
The Target Company is an investment holding company and is an indirect wholly owned
subsidiary of the Company as at the Latest Practicable Date. The Target Company has a wholly
owned subsidiary, Norise Limited (a limited liability company incorporated in Hong Kong), which
holds approximately 82.24% equity interest in Lugang, which is the operator of the Chaoyang
Inland Port. Currently, its sole business is the operation of warehouses inside Chaoyang Inland
Port, its main income is rental from the warehouses. Chaoyang Inland Port comprises four parcels
of industrial land with a total area of 161,498.66 square meters and is developed into a total of 18
buildings and structures with a total gross floor area of 32,913.86 square meters, which are devoted
to various uses such as warehouse, office complex and utility. The various structures comprise
container yard, boundary wall, drainage works and so on. The land of Chaoyang Inland Port will be
developed into property with specific value-added elements such as education-related, elderly carerelated and health-related.
Set out below is the unaudited consolidated financial information of the Target Group
prepared in accordance with the Hong Kong Financial Reporting Standards for the years ended 31
December 2012 and 2013:
For the year ended
31 December
2012
2013
HK$ ’000
HK$ ’000
Net profit/(loss) before taxation and
extraordinary items
Net profit/(loss) after taxation and
extraordinary items
(60,149)
118,655
(60,782)
120,603
The unaudited consolidated net asset value of the Target Group attributable to the
shareholder of the Target Company was approximately HK$8.42 million as at 30 June 2014 (before
the appreciation in fair value of land and properties held, as assessed by an independent valuer
engaged by the Company and Genvon Group).
The fluctuation in the profits of the Target Group between the years ended 31 December
2012 and 31 December 2013 was mainly due to the reversal of provision for litigations of
approximately HK$139.33 million during the year ended 31 December 2013. During the year
ended 31 December 2013, approximately HK$15.77 million was made for provision for litigations
(for interests and overdue penalties on overdue bank loans subject to litigations). A settlement
agreement was entered into between the bank and Lugang and on 9 December 2013, Lugang paid
approximately RMB57.7 million (equivalent to approximately HK$72.79 million) to fully settle
the bank loans plus the overdue interests and penalties. Legal proceedings were then withdrawn
by the bank and actions had been taken to release the properties in distraint. An overprovision of
approximately RMB122.95 million (equivalent to approximately HK$155.10 million) was then
written back and there was no provision for litigation as at 31 December 2013.
– 11 –
LETTER FROM THE BOARD
The Target Company was acquired by the Vendor on 21 November 2011, the original
acquisition cost of the Target Company was HK$157.89 million.
INFORMATION ON THE VENDOR
The Vendor is a wholly owned subsidiary of the Company, which is incorporated in the BVI
with limited liability and owns 100% interest in Cosmic Stand, a substantial shareholder of Genvon
Group.
INFORMATION ON THE PURCHASER
The Purchaser is a company incorporated in the BVI with limited liability, which is wholly
owned by Genvon Group. The Purchaser was incorporated on 2 January 2001 for sole purpose of
holding interest in the Sale Share.
REASONS FOR AND BENEFITS DERIVED FROM THE TRANSFER AND PROVISION OF
FINANCIAL ASSISTANCE
The Group is principally engaged in investment in, development and operation of logistics,
commercial, residential and industrial properties, provision of logistics services, including leasing
of warehouse facilities and provision of related management services.
As mentioned previously in the circular of the Company issued on 9 July 2014 in relation
to the acquisition of shares in Genvon Group, the primary focuses of the Group is on logistics
segment. Therefore, the Group would like to reallocate its land and properties which are not related
to logistics function to Genvon Group, in order to redevelop the project to fit the demand in market.
The Transfer is the strategy to centralize the existing land resources of the Group which are suitable
for development of non-logistics projects into Genvon Group. In addition, the Group can collect
back the investment cost and realize the increment of properties’ value so as to maintain sufficient
general working capital for development of its logistics projects in future and repayment of certain
bank loans to reduce its finance costs.
The interest rate for the Provision of Financial Assistance is higher than the interest rate
received by the Company and Beijing Yun Zhong by placing cash deposits with commercial banks
in the PRC. Taking into account the support from the future holding company of Lugang, Genvon
Group, the Directors are of the view that the Entrusted Loans and the Shareholder Loan shall
continue and will provide interest income with acceptable level of risks.
– 12 –
LETTER FROM THE BOARD
USE OF PROCEEDS
Respectively HK$8 million and HK$400 million out of the total proceeds of HK$408 million
will be used as general working capital and repayment of certain bank loans by the Company.
FINANCIAL EFFECT OF THE DISPOSAL
Upon Completion, all members of the Target Group will no longer be treated as subsidiaries
of the Group and their financial results will cease to be consolidated into the consolidated accounts
of the Group.
For illustrative purpose, it is estimated that, the Company will record a profit of
approximately HK$249.7 million upon Completion. The total assets and total liabilities of the
Group are expected to be decreased immediately after Completion. The decrease in total assets
and total liabilities is mainly due to the deconsolidation of the Target Group. Assuming that the
Completion had taken place on 30 June 2014, the total assets of the Group would have been
decreased from approximately HK$6,665 million to approximately HK$6,410 million and the
total liabilities of the Group would have been decreased from approximately HK$2,660 million
to approximately HK$2,157 million. Assuming that the Completion has taken place on 1 January
2014, the loss attributable to shareholders of the Company for the six months ended 30 June 2014
of approximately HK$92.32 million would turn into the profit attributable to shareholders of the
Company for the same period of approximately HK$157.38 million.
However, the actual gain or loss on the Transfer may be different from the estimated amount,
as the actual gain or loss will depend on, amongst others, the actual net asset value of the Target
Group as at Completion.
IMPLICATIONS UNDER THE LISTING RULES
As certain applicable percentage ratios in respect of the Transfer exceed 25% and are
less than 75%, the Transfer constitutes a major transaction of the Company under Chapter
14 of the Listing Rules. As certain applicable percentage ratios in respect of the Provision of
Financial Assistance exceed 25% and are less than 100%, the Provision of Financial Assistance
will constitute a major transaction of the Company under Chapter 14 of the Listing Rules upon
Completion. As at the Latest Practicable Date, the Company is interested in 1,890,000,000 shares
of Genvon Group, representing approximately 20.86% of its issued share capital, through Cosmic
Stand (a substantial shareholder of Genvon Group and a wholly owned subsidiary of the Company).
– 13 –
LETTER FROM THE BOARD
As such, the Transfer and the Provision of Financial Assistance are subject to the reporting,
announcement, circular and shareholders ’ approval requirements under the Listing Rules. The
Company has obtained written approval for the Transfer and the Provision of Financial Assistance
in accordance with Rule 14.44 of the Listing Rules from a closely allied group of shareholders
comprising Brilliant Bright and BEREHK, which are beneficially interested in 1,557,792,500
Shares and 2,417,076,407 Shares respectively, representing approximately an aggregate of
58.88% of its entire issued capital as at the Latest Practicable Date. Brilliant Bright is a whollyowned subsidiary of BEREHK, which is wholly-owned by BEGREC. BEGREC is a whollyowned subsidiary of Beijing Enterprises Group Company Limited. Accordingly, Brilliant Bright
and BEREHK is a closely allied group of shareholders of the Company. To the best knowledge,
information and belief of the Directors having made all reasonable enquiries, none of the
shareholders of the Company has any material interest in the Transfer and the Provision of
Financial Assistance and therefore none of them is required to abstain from voting in the special
general meeting to be convened for the approval of the Transfer and the Provision of Financial
Assistance. As such, no special general meeting will be convened for this purpose as is permitted
under Rule 14.44 of the Listing Rules.
RECOMMENDATION
The Directors believe that the Transfer and the Provision of Financial Assistance are in
the interest of the Company and the shareholders as a whole, and the terms and conditions of
the Sale and Purchase Agreement, the agreements for the Entrusted Loans, the agreement for the
Shareholder Loan and the transactions contemplated therein are on normal commercial terms and
are fair and reasonable.
ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this
circular.
By order of the Board
Beijing Properties (Holdings) Limited
Yu Li
Vice-Chairman
– 14 –
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
INDEBTEDNESS STATEMENT
Borrowings
At the close of business on 31 December 2014, being the latest practicable date for the
purpose of this statement of indebtedness prior to the printing of this circular, the Group had (1)
outstanding 4% coupon unsecured convertible bonds with a principal amount of RMB490,510,000
(equivalent to approximately HK$612,693,000) in aggregate; (2) banks loans with an aggregate
principal amount of approximately HK$2,239,561,000, which were secured by certain of the
investment properties, cash and bank balances, trade receivables and equity interests of certain
subsidiaries of the Group, and are guaranteed by the Company; (3) unsecured bank loan with an
aggregate principal amount of approximately HK$75,000,000; and (4) unsecured entrusted and
other loans with an aggregate principal amount of approximately HK$212,482,000.
Contingent liabilities
As at the close of business on 31 December 2014, the Group had guarantees of
approximately HK$42 million given in respect of mortgage facilities granted by certain banks
relating to the mortgage loans arranged for certain purchasers of properties developed by a
subsidiary of the Group in prior years.
Disclaimer
Save as aforesaid and apart from intra-group liabilities, the Group did not
of business on 31 December 2014, any other outstanding liabilities or any debt
mortgages, charges, debentures, loan capital, bank overdrafts, loans, liabilities
(other than normal trade bills) or other similar indebtedness, hire purchase
obligations or any guarantees or other material contingent liabilities.
have, at the close
securities, or any
under acceptance
or finance lease
FINANCIAL AND TRADING PROSPECT OF THE GROUP
The Group started to diversify its business into property development since 2009. In
2011, the Group has successfully acquired the 82.24% equity interest in Chaoyang Inland Port, a
logistics property in Beijing, the PRC. The Group are also looking for investment opportunities in
commercial property and residential property sectors. It is believed that the logistics property sector
may be a fast growing industry in the PRC, which shall create ample opportunities for us. The
Directors are optimistic on the long-term prospects of the market of logistics properties in the PRC
market. As a result of the continuing increase in the population, on-going and accelerated process
of urbanisation and rapid development of e-commerce, the Directors expect that the demand for
modern logistics properties will continue to increase in the PRC. Accordingly, the Group will focus
on development of projects of logistics properties at the moment by participating in projects with
– 15 –
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
other branded investors and acquiring controlling stakes from others, with a vision to be one of the
top investors, developers and operators of logistics properties in the PRC. The Directors believe that
the current financial resources of the Group are enough for the aforesaid expansion. The Group will
continue exploring business opportunities on a reasonable cost basis as well as seeking the most
efficient use of the Group’s financial resources.
Building the nationwide network of logistics properties to enjoy the stable rental yield is
one of our business goals. Our target is to own a total area of at least four million square meters
of rentable areas of logistics facilities in the coming four years and currently the progress is
satisfactory. To realise such goal, the Group will accelerate investment, development and operation
of logistics properties in respect of inland port, e-commerce, cold chain storage and other
specialised areas by leveraging the policies implemented as well as economic development trends
in the coming years. Meanwhile, we will further extend its logistics industry chain by cooperating
with experienced partners in good faith to provide our customers high value-added services and
establish a commercial model for long-term sustainable development to enhance the Group’s
profitability and maximise the value of our shareholders’ equity.
Looking ahead, based on the expectation that the logistics business of the PRC will be
further developed along with the significant growth of e-commerce and economic activities
of China, even it is expected that a slight adjustment will happen in the forseeable future, the
management believe that a healthy and continuing growth of the industry will exist. We will further
capitalise on the strong base laid in the past year to develop our network in other cities, such as the
first tier cities like Beijing, Shanghai and Guangzhou and the second upper tier cities like Tianjin,
Chongqing, Dalian, etc. Our target will not change and so hoping a continuous improving return
will be brought to the shareholders.
WORKING CAPITAL STATEMENT
After taking into account the sale proceeds upon Completion of the Transfer, other proposed
transactions of the Group, the present financial resources available to the Group (including
internally generated revenue, funds and other available banking facilities), the Board believes
that the Group shall have sufficient working capital to meet its present requirement for at least 12
months from the date of this circular in the absence of unforeseen circumstance.
MATERIAL ADVERSE CHANGE
The Directors are not aware as at the Latest Practicable Date of any material adverse change
in the financing or trading position of the Group since 31 December 2013, being the date to which
the latest published audited accounts of the Group were made up.
– 16 –
APPENDIX II
PROPERTY VALUATION REPORT
The following is the text of a letter and a valuation certificate prepared for the purpose
of incorporation in this circular received from Greater China Appraisal Limited, an independent
valuer, in connection with their valuation as at 31 December 2014 of the real property interests held
by Beijing Inland Port International Logistics Co., Ltd. and its subsidiaries.
Room 2703
Shui On Centre
6-8 Harbour Road
Wanchai
Hong Kong
24 February 2015
The Directors
Beijing Properties (Holdings) Limited
66/F, Central Plaza
18 Harbour Road, Wanchai
Hong Kong
Dear Sirs,
In accordance with the instructions from Beijing Properties (Holdings) Limited (the
“Company”) to value the real property in which Beijing Inland Port International Logistics Co.,
Ltd. (“Lugang”) and 北京北建陸港國際物流有限公司, (translated as Beijing Beijian Lugang
International Logistics Co., Ltd., “Beijian Lugang”), have interests in the People’s Republic of
China (the “PRC”), we confirm that we have carried out inspection, made relevant enquires and
obtained such further information as we consider necessary for the purpose of providing you
with our opinion of the market value of such real property interests as at 31 December 2014 (the
“valuation date”).
This letter which forms part of our valuation report explains the basis and methodology of
valuation, and clarifies our assumptions made, title investigation of real property and the limiting
conditions.
– 17 –
APPENDIX II
PROPERTY VALUATION REPORT
BASIS OF VALUATION
The valuation is our opinion of the market value which we would define as intended to mean
“the estimated amount for which an asset or liability should exchange on the valuation date between
a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where
the parties had each acted knowledgeably, prudently and without compulsion”.
Market value is understood as the value of an asset or liability estimated without regard to
costs of sale or purchase (or transaction) and without offset for any associated taxes or potential
taxes.
VALUATION METHODOLOGY
The real property interest is valued by comparison method where comparison based on prices
realized or market prices of comparable properties is made. Comparable properties of similar size,
character and location are analyzed and carefully weighed against all the respective advantages and
disadvantages of the real property interest. Adjustments in the prices of the comparable properties
are then made to account for the identified differences between such real properties and the real
property interest in the relevant factors.
ASSUMPTIONS
Our valuation has been made on the assumption that the owner sells the real property
interest on the open market in its existing state without the benefit of any deferred terms contracts,
leaseback, joint ventures, management agreements or any similar arrangement which would serve to
increase or decrease the value of the real property interest.
As the real property interest is held under long term land use rights, we have assumed that
the owner of the real property interest has free and uninterrupted rights to use or transfer the real
property interest for the whole of the unexpired term of the land use rights. In our valuation, we
have assumed that the real property interest can be freely disposed of and transferred to third parties
on the open market without any additional payment to the relevant government authorities.
We have assumed that all consents, approvals and licenses from relevant government
authorities for the real property interest have been granted.
All applicable zoning and use regulations and restrictions have been complied with unless
nonconformity has been stated, defined, and considered in this report.
– 18 –
APPENDIX II
PROPERTY VALUATION REPORT
No environment impact study has been ordered or made. Full compliance with applicable
national, provincial and local environmental regulations and laws is assumed unless otherwise
stated, defined, and considered in the report. It is also assumed that all required licences, consents,
or other legislative or administrative authority from any local, provincial, or national government or
private entity or organization either have been or can be obtained or renewed for any use which the
report covers.
Other special assumptions of the real property interest, if any, have been stated out in the
footnotes of the valuation certificate.
TITLE INVESTIGATION
We have been provided with copy of legal documents regarding the real property interest.
However, due to the current registration system of the PRC, no investigation has been made for the
legal title or any liability attached to the real property interest.
In the course of our valuation, we have relied upon the legal opinion given by the Company’s
PRC legal advisor – Beijing Rui Du Law Firm (the “PRC Lawyer”) in relation to the legal title
to the real property. All legal documents disclosed in this report are for reference only and no
responsibility is assumed for any legal matters concerning the legal title to the real property set out
in this report.
LIMITING CONDITIONS
We have inspected the exterior and, where possible, the interior of the real property.
However, no structural survey has been made and we are therefore unable to report as to whether
the real property is free from rot, infestation or any other structural defects. Also, no tests were
carried out on any of the services.
We have not carried out detailed site measurements to verify the correctness of the areas
in respect of the real property but have assumed that the areas shown on the relevant documents
and the information provided to us are correct. Based on our experience of valuation of similar
real properties in the PRC, we consider the assumptions so made to be reasonable. All documents
and contracts have been used as reference only and all dimensions, measurements and areas are
approximations.
No site investigations have been carried out to determine the suitability of the ground
conditions or the services for any real property development. Our valuation is made on the basis
that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred
during the construction period.
– 19 –
APPENDIX II
PROPERTY VALUATION REPORT
Having examined all relevant documentation, we have relied to a very considerable extent
on the information provided to us by the Company and have accepted advice given to us by it on
such matters as tenure, occupation, lettings, rentals, floor areas and in the identification of the real
property. We have had no reason to doubt the truth and accuracy of the information provided to us
by the Company. We were also advised by the Company that no material factors have been omitted
from the information supplied. We consider that we have been provided with sufficient information
to reach an informed view, and have no reason to suspect that any material information has been
withheld.
No allowances have been made in our valuation for any charges, mortgages or amounts
owing on the real property valued nor for any expenses or taxation which may be incurred
in effecting a sale. Unless otherwise stated, it is assumed that the real property is free of
encumbrances, restrictions and outgoings of an onerous nature which could affect its value.
Since the real property is located in a relatively under-developed market, the PRC, those
assumptions are often based on imperfect market evidence. A range of values may be attributable to
the real property depending upon the assumptions made. While we have exercised our professional
judgments in arriving at the values, report readers are urged to consider carefully the nature of such
assumptions which are disclosed in the valuation report and should exercise caution in interpreting
the valuation report.
OPINION OF VALUE
Our opinions of the market values of the real property interest is set out in the attached
valuation certificate.
REMARKS
Our valuation has been prepared in accordance with generally accepted valuation procedures
and in compliance with the requirements contained in Chapter 5 and Practice Note 12 of the Rules
Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited.
In valuing the real property interest, we have complied with the requirements contained in
the HKIS Valuation Standards (2012 Edition) published by the Hong Kong Institute of Surveyors.
Site inspection of the real property was conducted on 26-28 August 2014 by Mr. Daniel Xing
who is a member of the Royal Institution of Chartered Surveyors. The real property was maintained
in a reasonable condition commensurate with their age and uses and equipped with normal building
services.
– 20 –
APPENDIX II
PROPERTY VALUATION REPORT
All amounts are denominated in Chinese Renminbi.
We enclose herewith our valuation certificate.
This valuation report is issued subject to our General Service Conditions.
Yours faithfully,
For and on behalf of
GREATER CHINA APPRAISAL LIMITED
Mr. Gary Man
Registered Professional Surveyor (G.P.)
FHKIoD, FRICS, MHKIS, MCIREA
Director
Note:
Mr. Gary Man is a Chartered Surveyor who has more than 26 years of valuation experience in countries such as The
PRC, Hong Kong, Singapore, Vietnam, Philippines and the Asia Pacific region.
– 21 –
APPENDIX II
PROPERTY VALUATION REPORT
VALUATION CERTIFICATE
Real property interest held for owner occupation
Market Value in
existing state as at
31 December 2014
RMB
Particulars of
Occupancy
Property
Descriptions
Lands located at
No. A1 Dongsihuan Nanlu,
Chaoyang District,
Beijing
The PRC
The real property comprises 4 parcels
of land (the “Lands”) with total land
area of approximately161,498.66
square metres.
The real property is
occupied for warehouse
and office uses.
708,000,000
(Renminbi Seven
Hundred and Eight
Million Only)
The Lands are located at southeast
corner of Fourth Ring Road of
Beijing, 15 kilometres to Tiananmen
Square, adjacent to Chaoyang Port
and Beijing-Shanghai Expressway.
As advised by the Company, the
Lands are proposed for a logistic port
and warehouse center.
The real property is held under
4 State-owned Land Use Rights
Certificate for a common term
expiring on 17 May 2050 for
warehouse and office uses.
Notes:
(i)
According to 4 State-owned Land Use Rights Certificates, the land use rights of the Lands have been granted to
Lugang and Beijian Lugang for a common term expiring on 17 May 2050 for warehouse and office uses. Details are
as follows:
Land No.
1.
2.
3.
4.
State-owned Land Use
Rights Certificate No.
Jing Chao Guo Yong
(2012 Chu) Di Nos.00405
Jing Chao Guo Yong
(2012 Chu) Di Nos.00406
Jing Chao Guo Yong
(2000 Chu) Zi Di Nos.0121
Jing Chao Guo Yong
(2000 Chu) Zi Di Nos.0122
Land owner
Land Area
(sq. m)
Use
Beijian Lugang
22,494.33
Warehouse
Beijian Lugang
51,396.96
Warehouse
Lugang
49,081.69
Warehouse
Lugang
38,525.68
Office (Rezoned as
warehouse, see
note ii)
Total:
– 22 –
161,498.66
APPENDIX II
(ii)
PROPERTY VALUATION REPORT
According to Beijing Logistics Port Planning Approval (Shi Gui Fa [2002] No. 1450) issued by Beijing Municipal
Commission of Urban Planning, the planning indicators of the Lands are as follows:
(iii)
Land Use:
Warehouse
Height Restriction:
30 metres
Plot Ratio:
1.5
Greening Rate:
30%
Building Density:
35%
According to the Reply Regarding Approval of Warehouse Project at No. A1 Dongsihuan Nanlu, Chaoyang District
(Jing Fa Gai [2014] No.853) issued by Beijing Municipal Commission of Development and Reform, Land No.1 and
2 with total land area of approximately 73,891 square metres are approved to be developed for 8 buildings (5 blocks
of warehouse and ancillary management building, 1 block of high-end delivery warehouse, 1 block of office and 1
block of power ancillary building) with total gross floor area of 110,800 square metres.
(iv)
As at the valuation date, 18 buildings and structures are erected on the Lands. As advised by the Company, the
buildings and structures will be demolished and are excluded from the valuation scope.
(v)
In our valuation, we have assumed that the real property interests can be freely disposed of and transferred to third
parties on the open market without any additional payment to the relevant government authorities.
(vi)
We have been provided with a legal opinion regarding the title of the real property issued by the Company’s legal
advisor contains, inter alia, the following:
(a)
Beijian Lugang has legally obtained the land use rights of the Land No.1 and 2 and Land No.1 and 2 are not
subject to any mortgage or other guarantee.
(b)
Beijian Lugang has the rights to use, gain earnings, transfer, exchange, lease, mortgage, arrange as a capital
injection, a gift, or other economic activities for the Land No. 1 and 2.
(c)
The development of Land No.1 and 2 have obtained administration approval from Beijing Municipal
Commission of Development and Reform, there is no legal impediment for the construction of the
warehouse project.
(d)
Beijian Lugang could transfer part of land use rights and building ownership after the construction of the
warehouse project completion on Land No.1 and 2.
(e)
Lugang has legally obtained the land use rights of the Land No.3 and 4 and has the rights to use, gain
earnings, transfer, exchange, lease, mortgage, arrange as a capital injection, a gift, or other economic
activities.
(f)
(g)
Land No.3 and 4 are not subject to any mortgage or other third party interest.
According to Beijing Logistics Port Planning Approval (Shi Gui Fa [2002] No. 1450), the planning of the
Land No. 3 and 4 is for warehouse. Lugang could transfer part of land use rights and building ownership
after the construction of the warehouse project completion on Land No. 3 and 4.
– 23 –
APPENDIX III
1.
GENERAL INFORMATION
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility,
includes particulars given in compliance with the Listing Rules for the purpose of giving
information with regard to the Company. The Directors, having made all reasonable enquiries,
confirm that to the best of their knowledge and belief the information contained in this circular is
accurate and complete in all material respects and not misleading or deceptive, and there are no
other matters the omission of which would make any statement herein or this circular misleading.
2.
DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE
(a)
Interests and short positions of the Directors and the chief executive of the
Company
As at the Latest Practicable Date, the interests and short positions of the Directors
and the chief executive of the Company in the shares, underlying shares or debentures of
the Company or its associated corporations (within the meaning of Part XV of the SFO)
which (i) were required to be notified to the Company and the Stock Exchange pursuant
to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which
they were taken or deemed to have under such provisions of the SFO); or (ii) were required,
pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii)
were required to be notified to the Company and the Stock Exchange pursuant to the Model
Code for Securities Transactions by Directors of Listed Issuers contained in the Listing
Rules, were as follows:
(i)
Long positions in the Shares
Name of Director
Nature of interest
Mr. Yu Luning
Beneficial owner
– 24 –
Number of
Shares held
9,690,000
Approximate
percentage of
the Company’s
issued share
capital
(%)
0.144
APPENDIX III
(ii)
GENERAL INFORMATION
Long positions in the Underlying Shares
Name of
Directors
Number of
Underlying
Shares
in respect of
Share Options
Mr. Yu Li
6,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0889
4,250,000
01 June 2012
0.410
01-06-2012 to
31-05-2022
0.0630
11,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.1629
9,000,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.1333
4,000,000
28 August 2014
0.750
28-08-2014 to
27-08-2024
0.0593
Date of
grant of
share options
Exercise
price of
share
options
(HK$)
Exercise
period of
share options
34,250,000
Mr. Qian Xu
Approximate
percentage of
the issued
share capital
(%)
0.5074
6,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0889
6,000,000
01 June 2012
0.410
01-06-2012 to
31-05-2022
0.0889
10,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.1481
9,000,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.1333
4,000,000
28 August 2014
0.750
28-08-2014 to
27-08-2024
0.0593
35,000,000
– 25 –
0.5185
APPENDIX III
Name of
Directors
Mr. Jiang Xinhao
GENERAL INFORMATION
Number of
Underlying
Shares
in respect of
Share Options
Date of
grant of
share options
Exercise
price of
share
options
(HK$)
Exercise
period of
share options
5,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0740
3,300,000
1 June 2012
0.410
01-06-2012 to
31-05-2022
0.0489
6,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.0889
4,000,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0593
2,000,000
28 August 2014
0.750
28-08-2014 to
27-08-2024
0.0296
20,300,000
Mr. Siu Kin Wai
Approximate
percentage of
the issued
share capital
(%)
0.3007
5,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0740
5,000,000
01 June 2012
0.410
01-06-2012 to
31-05-2022
0.0740
6,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.0889
5,000,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0740
3,000,000
28 August 2014
0.750
28-08-2014 to
27-08-2024
0.0444
24,000,000
– 26 –
0.3553
APPENDIX III
Name of
Directors
Mr. Yu Luning
GENERAL INFORMATION
Number of
Underlying
Shares
in respect of
Share Options
Date of
grant of
share options
Exercise
price of
share
options
(HK$)
Exercise
period of
share options
5,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0740
5,000,000
01 June 2012
0.410
01-06-2012 to
31-05-2022
0.0740
4,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.0593
4,000,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0593
1,000,000
28 August 2014
0.750
28-08-2014 to
27-08-2024
0.0148
19,000,000
Mr. Liu Xueheng
0.2814
5,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0740
4,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.0593
4,000,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0593
1,000,000
28 August 2014
0.750
28-08-2014 to
27-08-2024
0.0148
14,000,000
Mr. Ang Renyi
Approximate
percentage of
the issued
share capital
(%)
0.2074
4,000,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0593
1,000,000
28 August 2014
0.750
28-08-2014 to
27-08-2024
0.0148
5,000,000
– 27 –
0.0741
APPENDIX III
Name of
Directors
Mr. Goh Gen Cheung
GENERAL INFORMATION
Number of
Underlying
Shares
in respect of
Share Options
Date of
grant of
share options
Exercise
price of
share
options
(HK$)
Exercise
period of
share options
2,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0296
1,837,700
01 June 2012
0.410
01-06-2012 to
31-05-2022
0.0272
2,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.0296
1,500,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0222
7,337,700
Mr. Zhu Wuxiang
0.1086
2,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0296
2,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.0296
1,500,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0222
5,500,000
Mr. James Chan
Approximate
percentage of
the issued
share capital
(%)
0.0814
2,000,000
28 October 2011
0.465
28-10-2011 to
27-10-2021
0.0296
2,000,000
24 May 2013
0.574
24-05-2013 to
23-05-2023
0.0296
1,500,000
31 March 2014
0.940
31-03-2014 to
30-03-2024
0.0222
5,500,000
– 28 –
0.0814
APPENDIX III
GENERAL INFORMATION
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or
chief executive of the Company had any interests or short positions in any Shares, underlying
Shares or debentures of the Company or any of its associated corporations (within the
meaning of Part XV of the SFO) which would be required (i) to be notified to the Company
and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including
interests and short positions which they would be taken or deemed to have under such
provisions of the SFO); (ii) to be recorded in the register required to be kept by the Company
pursuant to section 352 of the SFO; or (iii) to be notified to the Company and the Stock
Exchange pursuant to the Model Code.
(b)
Substantial Shareholders’ and other persons’ interests and short positions in
Shares and underlying Shares
So far as is known to the Directors, as at the Latest Practicable Date, the following
persons (not being Directors or chief executive of the Company) had, or were deemed to
have, interests or short positions in the Shares or underlying Shares which would fall to be
disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3
of Part XV of the SFO and recorded in the register required to be kept under section 336 of
the SFO:
Long positions in Shares and underlying Shares
Number of Shares held,
capacity and nature of interest
Number of underlying
shares held, capacity and
nature of interest
Through a
controlled
corporation
Directly
beneficially
owned
Through a
controlled
corporation
Total
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(g)
(g)
(h)
1,557,792,500
2,417,076,407
–
87,451,458
487,166,195
–
354,400,000
–
–
–
–
1,557,792,500
3,974,868,907
–
87,451,458
4,549,486,560
–
354,400,000
354,400,000
–
–
–
–
–
–
–
–
–
–
838,573,244
–
–
–
–
–
–
–
–
–
–
1,557,792,500
3,974,868,907
3,974,868,907
87,451,458
574,617,653
4,549,486,560
354,400,000
354,400,000
354,400,000
838,573,244
23.08
58.88
58.88
1.30
8.51
67.39
5.25
5.25
5.25
12.42
(h)
–
–
–
838,573,244
838,573,244
12.42
(h)
(h)
–
–
–
–
–
–
838,573,244
838,573,244
838,573,244
838,573,244
12.42
12.42
(h)
(h)
–
–
–
–
–
–
838,573,244
838,573,244
838,573,244
838,573,244
12.42
12.42
Name
Notes
Brilliant Bright
BEREHK
BEGREC
Illumination Holdings Limited
Beijing Holdings Limited
Beijing Enterprises Group Company Limited
Thular Limited
Kerry Holdings Limited
Kerry Group Limited
PA Broad Opportunity VI Limited
Pacific Alliance Asia
Opportunity Fund L.P.
Pacific Alliance Group Asset
Management Limited
Pacific Alliance Group Limited
Pacific Alliance Investment
Management Limited
PAG Holdings Limited
Approximate
percentage of
issued share
capital
(%)
Directly
beneficially
owned
– 29 –
APPENDIX III
GENERAL INFORMATION
Notes:
(a)
Brilliant Bright holds 1,557,792,500 Shares.
(b)
BEREHK (i) holds 2,417,076,407 Shares and (ii) is deemed to be interested in the 1,557,792,500
Shares by virtue of its controlling interests in its wholly-owned subsidiary, Brilliant Bright.
(c)
BEREHK is a wholly-owned subsidiary of BEGREC. BEGREC is deemed to be interested in the
Shares which BEREHK is interested in.
(d)
Illumination Holdings Limited (“Illumination”) holds 87,451,458 Shares.
(e)
Beijing Holdings Limited (“BHL”) (i) holds 487,166,195 Shares; and (ii) is deemed to be interested
in the 87,451,458 Shares by virtue of its controlling interests in its wholly-owned subsidiary,
Illumination. BHL is deemed to be interested in the Shares which Illumination is interested in.
(f)
BEGREC and BHL are wholly-owned subsidiaries of Beijing Enterprises Group Company Limited
(“BEGCL”). BEGCL is deemed to be interested in the Shares which BEGREC and BHL are
interested in.
(g)
Thular Limited (“Thular”) (formerly known as Timekey Limited) is the beneficial owner of
354,400,000 Shares. As Thular is wholly owned by Kerry Holdings Limited (“KHL”) which is
in turn wholly owned by Kerry Group Limited (“KGL”), KHL and KGL are also deemed to be
interested in the said Shares.
(h)
PA Broad Opportunity VI Limited holds 838,573,244 underlying shares through its ownerships in
the principal amount of RMB490,510,000 (equivalent to approximately US$80,000,000) convertible
bonds of the Company which are convertible at HK$0.74 per Share.
(i)
Mr. Siu Kin Wai is a director of the Company and Brilliant Bright.
(j)
Mr. Qian Xu is a director of the Company, Brilliant Bright and BEGREC.
(k)
Mr. Yu Li and Mr. Jiang Xinhao are directors of the Company and BEGREC.
– 30 –
APPENDIX III
(c)
GENERAL INFORMATION
Long positions in members of the Group
Name of
substantial shareholder
Name of subsidiary
Percentage of
shareholding
Hong Kong High Church
Group Limited
Well Luck Group Limited
30%
Tianjin Transwell International
Logistics Co., Ltd.
Tianjin Wanshilong Group
Co., Ltd.
30%
Tianjin Zhongyu Properties Co., Ltd
（ 天津中漁置業有限公司）
Zhang Jun Qing（ 張俊青）,
Zhang Guo Qing
（ 張國青）
40%
Other than as disclosed above, as at the Latest Practicable Date, no person (other than
the Directors) has interests or short positions in the Shares or underlying Shares which were
recorded in the register of substantial shareholders maintained under Section 336 of the SFO.
Save as disclosed above, as at the Latest Practicable Date, the Directors were not
aware of any other person (other than the Directors and the chief executive of the Company)
who had, or was deemed to have, interests or short positions in the Shares or underlying
Shares (including any interests in options in respect of such capital), which would fall to be
disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and
3 of Part XV of the SFO, or who was directly or indirectly interested in 10% or more of the
nominal value of any class of share capital carrying rights to vote in all circumstances at
general meetings of any other member of the Group.
3.
DIRECTORS’ OTHER INTERESTS
As at the Latest Practicable Date, Messrs. Yu Li, Qian Xu and Jiang Xinhao, being
Directors, were also directors of BEGREC, which engages in business of property investment and
development, and they were considered to have interests in a business which competes or is likely
to compete, directly or indirectly, with the business of the Group.
As the Board is independent of the board of the aforesaid company and maintains five
independent non-executive Directors, the Group operates its businesses independently of and at
arm’s length from the business of the aforesaid company.
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APPENDIX III
GENERAL INFORMATION
Save as disclosed above, as at the Latest Practicable Date, none of the Directors and their
respective associates had any interests in a business which competes or is likely to compete, either
directly or indirectly, with the business of the Group.
As at the Latest Practicable Date, none of the Directors had any interest, either direct or
indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be
acquired or disposed of by or leased to any member of the Group since 31 December 2013, being
the date to which the latest published audited financial statements of the Company were made up.
There was no contract or arrangement entered into by any member of the Group subsisting
at the Latest Practicable Date in which any Director was materially interested and which was
significant to the business of the Group.
4.
LITIGATION
As at the Latest Practicable Date, none of the members of the Group was engaged in
any litigation or claim of material importance and there was no litigation or claim of material
importance which was known to the Directors to be pending or threatened by or against any
member of the Group.
5.
SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had any existing or proposed
service contracts with the Company or any member of the Group which is not determinable by the
employer within one year without payment of compensation (other than statutory compensation).
6.
MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors are not aware of any material adverse change
in the financial or trading position of the Group since 31 December 2013, being the date to which
the latest audited financial statements of the Company were made up.
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APPENDIX III
7.
GENERAL INFORMATION
EXPERTS
The following is the qualification of the expert who has given its opinion which is contained
in this circular:
Name
Qualification
Greater China Appraisal Limited
Property Valuer
Beijing Rui Du Law Firm*
（ 北京市瑞都律師事務所）
PRC Attorney
As at the Latest Practicable Date, Greater China Appraisal Limited and Beijing Rui Du
Law Firm*（ 北京市瑞都律師事務所）were not beneficially interested in the share capital of any
member of the Group nor did it have any right (whether legally enforceable or not) to subscribe
for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or
derivatives which carry voting rights in any member of the Group nor did either of them have any
interest, either direct or indirect, in any assets which have been, since the date to which the latest
published audited financial statements of the Company were made up (i.e. 31 December 2013),
acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to
any member of the Group.
Each of Greater China Appraisal Limited and Beijing Rui Du Law Firm*（ 北京市瑞都律師
事務所）has given and has not withdrawn its written consent to the issue of this circular with the
inclusion of its report and reference to its name in the form and context in which they are included.
8.
MATERIAL CONTRACTS
The following contracts (not being contracts in the ordinary course of business) having
been entered into by members of the Group within two years immediately preceding the Latest
Practicable Date which are or may be material:
(a)
the Sale and Purchase Agreement;
(b)
the joint venture agreement dated 18 July 2014 entered into between the Company
and Beijing Foreign Economic & Trade Holding Corporation Ltd（ 北京對外經貿
控股有限責任公司）in relation to the acquisition of 50% equity interest in BCOF
International Trading Co., Ltd（ 北京北糧國際經貿有限公司）in the PRC at the
consideration of RMB219,782,600;
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APPENDIX III
GENERAL INFORMATION
(c)
the share subscription agreement dated 11 July 2014 entered into between China
Logistics Infrastructures (Holdings) Limited (a subsidiary of the Company) (“China
Logistics”), the Company and MJQ Investment Limited (“MJQ”) pursuant to which
MJQ shall subscribe for 35 redeemable shares in China Logistics;
(d)
the shareholders agreement dated 11 July 2014 entered into between China Logistics,
the Company and MJQ pursuant to which the parties agreed on the conduct and
management of China Logistics;
(e)
the conditional sale and purchase agreement dated 9 June 2014 entered into between
the Company as vendor and Cell Aquaculture Limited as purchaser in relation to the
sale and purchase of the entire issued share capital of Rayport Limited (a whollyowned subsidiary of the Company) at the consideration of AUD24,900,000;
(f)
the agreement dated 1 June 2014 entered into among the Cosmic Stand as purchaser,
Grand Vision Group Limited as vendor, the Company as the purchaser’s warrantor
and Mr. Wang Zheng Chun as the vendor’s warrantor in relation to the proposed
acquisition of 1,890,000,000 shares in Genvon Group Limited, a company listed on
the Stock Exchange (stock code: 2389) at a total consideration of HK$472,500,000;
(g)
the agreement dated 8 April 2014 entered into among the Company as purchaser, BHL
as vendor and Lugang under which BHL agrees to buy the receivables which is an
aggregate sum of RMB28,000,000 advanced by BHL to Lugang;
(h)
the supplemental agreement to the Previous Receivables Acquisition Agreement (as
defined in sub-paragraph (i) below) dated 14 February 2014 entered into among the
Company, BHL and 廣州光明房產建設有限公司 (Guangzhou Guangming Property
Construction Co. Ltd*) (“Guangzhou Guangming”) in relation to the acquisition of
additional receivables which is an aggregate sum of HK$191,464,862 by the Company
from BHL;
(i)
the agreement dated 24 January 2014 entered into among the Company, BHL,
Oriental Union Investments Limited (“Oriental Union”) and Guangzhou Guangming
in relation to the acquisition of receivables of Oriental Union and the receivables
of Guangzhou Guangming which is an aggregate sum of HK$101,389,091 by the
Company from BHL (the “Previous Receivables Acquisition Agreement”);
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GENERAL INFORMATION
(j)
the agreement dated 18 October 2013 entered into among the Company, Illumination
(vendor), Noble Enterprises Pte. Ltd, Ng Kong Fat and Ng Kwong Fung in relation
to the (1) acquisition of all the rights and title to and interest in 99.9% of the issued
share capital of Oriental Union under the Historical Master Agreement (as defined
and described below and in the circular of the Company dated 11 December 2013)
and the Security Documents; (2) acquisition of all the rights and title to and interest
of Illumination in the Target Loan (as defined and described below and in the circular
of the Company dated 11 December 2013); and (3) substitution by the Company in
place of the vendor and/or Illumination in respect of their liabilities and obligations
under the corporate guarantee and other security documents (“Security Documents”)
regarding the aggregate loans and interests owed by Oriental Union to the lending
banks from time to time for a consideration of HK$50,372,040, settled by allotting
87,451,456 Shares to the vendor at an issue price of HK$0.576;
(k)
the sale and purchase agreement dated 8 August 2013 between
(purchaser) and Phoenix Real Estate Fund Wai Gao Qiao (Cayman
(vendor) in relation to the sale and purchase of the entire issued
Phoenix Real Estate Fund Wai Gao Qiao Holdings Limited for a
USD143,888,734;
(l)
the conditional sale and purchase agreement dated 20 June 2013 between the
Company and Regal Dragon (Hong Kong) Limited in relation to acquisition of the
entire issued share capital of Peace Base Holdings Limited for a consideration of
RMB40,000,000;
(m)
the master sale and purchase agreement dated 6 March 2013 among the Company,
Well Luck Group Limited and 天津萬士隆集團有限公司 (Tianjin Wanshilong Group
Co., Ltd.) (vendor) in relation to (1) acquisition of 100% equity interest in Hong Kong
High Broad International Investment Group Limited; (2) acquisition of 70% equity
interest and 70% shareholder loan in Hong Kong High Church Group Limited; and (3)
acquisition of 36.07% equity interest in Tianjin Transwell International Logistics Co.,
Ltd., for a consideration of RMB134,455,767.36 and all its relevant sale and purchase
instruments; and
(n)
the land use right bid confirmation dated 16 January 2013 between The Quzhou City
Bureau of Land and Resources Kecheng（ 衢州市國土資源局柯城分局）(vendor) and
Quzhou Tongcheng International Logistics Company Limited (purchaser) in relation
to the auction of Section No. 2012-3 Jiang Jia Shan, Kecheng District, Quzhou City,
Zhejiang Province, the PRC for the bidding price of RMB15,401,100.
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China Logistics
Islands) Limited
share capital of
consideration of
APPENDIX III
9.
10.
GENERAL INFORMATION
MISCELLANEOUS
(a)
The registered office of the Company is at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda, and the head office and principal place of business of the
Company in Hong Kong is at 66th Floor, Central Plaza, 18 Harbour Road, Wanchai,
Hong Kong.
(b)
The principal share registrar and transfer office of the Company is Codan Services
Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
(c)
The branch share registrar and transfer office of the Company is Tricor Tengis Limited
at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(d)
The company secretary of the Company is Mr. Siu Kin Wai who is a fellow member
of the Association of Chartered Certified Accountants and members of the Hong Kong
Institute of Certified Public Accountants and Institute of Chartered Accountants in
England and Wales.
(e)
The English text of this circular shall prevail over the Chinese text in case of
inconsistency.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection during normal business hours
at the Company’s principal place of business in Hong Kong from the date of this circular up to and
including 9 March 2015:
(a)
the memorandum of association and bye-laws of the Company;
(b)
the interim report of the Company for the six months ended 30 June 2014;
(c)
the audited consolidated financial statements of the Group for the two financial years
ended 31 December 2012 and 31 December 2013;
(d)
the contracts referred to in the section headed “Material Contracts” in this Appendix;
(e)
the valuer’s property valuation report as set out in Appendix II to this circular;
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APPENDIX III
GENERAL INFORMATION
(f)
the legal opinion regarding the title of the property issued by the Company’s legal
advisor;
(g)
the letter of consents from the experts referred to in the section headed “Experts” in
this appendix;
(h)
the letter from Ernst & Young as to the statement of indebtedness and working capital
forecast; and
(i)
each of the circulars issued by the Company pursuant to the requirements set out in
Chapter 14 and/or Chapter 14A of the Listing Rules which has been issued since 31
December 2013.
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