Apr 28, 2016 - each of the Target Companies by Fujian Zhongjun. ... operation during the year ended 31 December 2014, no
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.
CHINA SCE PROPERTY HOLDINGS LIMITED 中駿置業控股有限公司 (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1966)
DISCLOSEABLE TRANSACTION: ACQUISITION OF THE ENTIRE EQUITY INTEREST IN THE TARGET COMPANIES THE ACQUISITION The Board hereby announces that on 25 April 2016, the Group entered into the SP Agreement with the Vendor in relation to the acquisition of the entire equity interest in each of the Target Companies by Fujian Zhongjun. As at the date of this announcement, the principal assets of the Target Companies comprise the 95% equity interest in Shanghai Hengzhi, which owns the Land. LISTING RULES IMPLICATIONS Since the relevant applicable percentage ratio in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Board hereby announces that on 25 April 2016, the Group entered into the SP Agreement with the Vendor in relation to the acquisition of the entire equity interest in each of the Target Companies by Fujian Zhongjun on the principal terms and conditions as set out below: ACQUISITION OF THE ENTIRE EQUITY INTEREST IN THE TARGET COMPANIES SP Agreement Date 25 April 2016
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Parties (1) Fujian Zhongjun, as purchaser; (2) the Vendor, as vendor. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owner(s) is independent of the Company and its connected persons; and (3) 廈門中駿集團有限公司 (Xiamen Zhongjun Industrial Co., Ltd.*), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company, as the warrantor for Fujian Zhongjun. Assets to be acquired Under the SP Agreement, Fujian Zhongjun has agreed to acquire, and the Vendor has agreed to sell, the entire equity interest in the Target Companies. As at the date of this announcement, the principal assets of the Target Companies comprise the 95% equity interest in Shanghai Hengzhi, which owns the Land. Consideration The consideration for the Acquisition shall be RMB50 million, which shall be payable in cash by 10 July 2016. Pursuant to the SP Agreement, Fujian Zhongjun shall also repay the following loans in the aggregate amount of approximately RMB567.01 million on behalf of Yi Jing Property and Shanghai Hengzhi by 10 July 2016: (1) RMB492.01 million owed by Yi Jing Property to the Vendor; (2) approximately RMB10 million owed by Yi Jing Property to an independent third party; and (3) RMB65 million owed by Shanghai Hengzhi to the Vendor. The consideration was determined after arm-length’s negotiations between the Group and the Vendor with reference to (i) the aggregate net asset value of the Target Companies as at 31 December 2015 of approximately RMB8.82 million; (ii) recent market value of comparable properties of the Land in Shanghai, the PRC; and (iii) the percentage of equity interest of Shanghai Hengzhi held by the Target Companies. The consideration payable by Fujian Zhongjun for the Acquisition will be financed by the internal resources of the Group. Completion of the Acquisition Under the SP Agreement, the parties shall procure the approval and change of registration for the transfer as contemplated under the SP Agreement with the relevant authorities.
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Upon completion of the Acquisition, (i) each of the Target Companies will become whollyowned subsidiary of the Company; and (ii) Shanghai Hengzhi will become a non-whollyowned subsidiary of the Company, while the Vendor will cease to hold any equity interest in the Target Companies. GENERAL INFORMATION ON THE GROUP AND THE VENDOR The Group is principally engaged in property development, property investment and property management in the PRC. The Vendor is a limited liability company established in the PRC which is for investment holding. The Vendor, together with its subsidiaries, is principally engaged in the business of operation of department stores and supermarket. Set out below is the net profit/(loss) (both before and after tax) of each of the Target Companies and Shanghai Hengzhi for the years ended 31 December 2014 and 31 December 2015 according to the respective management accounts of each of the Target Companies and Shanghai Hengzhi: For the year ended 31 December 2014 RMB (Note)
For the year ended 31 December 2015 RMB
Yi Jing Property Net profit before tax Net profit after tax
Nil Nil
48,000 36,000
Zhao He Investment Net (loss) before tax Net (loss) after tax
Nil Nil
(228,000) (171,000)
Shanghai Hengzhi Net (loss) before tax Net (loss) after tax
Nil Nil
(14,169,000) (11,042,000)
Note: As Yi Jing Property and Zhao He Investment were both established in December 2014 with no operation during the year ended 31 December 2014, no financial figures are available for the year ended 31 December 2014. As Shanghai Hengzhi was established during the year ended 31 December 2015, no financial figures are available for the year ended 31 December 2014.
REASONS FOR AND BENEFITS OF THE ACQUISITION The Company considers that the Acquisition, which would in turn enable the Group to hold 95% of interest in the Land, will enable the Group to enjoy the development potential of the Land and may potentially bring additional revenue to the Group.
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The Directors (including the independent non-executive Directors) consider that the terms of the SP Agreement (including the consideration thereof) are fair and reasonable, and the transactions contemplated thereunder are on normal commercial terms and in the ordinary and usual course of business of the Group, and in the interest of the Company and its shareholders as a whole. LISTING RULES IMPLICATION Since the relevant applicable percentage ratio in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. TERMS USED IN THIS ANNOUNCEMENT In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: ‘‘Acquisition’’
the acquisition of the entire equity interest in the Target Companies by Fujian Zhongjun pursuant to the SP Agreement
‘‘Board’’
the board of Directors
‘‘Company’’
China SCE Property Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
‘‘Director(s)’’
director(s) of the Company
‘‘Fujian Zhongjun’’
福建中駿置業有限公司 (Fujian Zhongjun Industrial Co., Ltd.*), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company
‘‘Group’’
the Company and its subsidiaries
‘‘Land’’
four parcels of land located in Zhu Jia Jiao, Qingpu District, Shanghai, PRC which shall be used for residential purpose
‘‘Listing Rules’’
Rules Governing the Listing of Securities on the Stock Exchange
‘‘PRC’’
the People’s Republic of China
‘‘Shanghai Hengzhi’’
上海衡智房地產有限公司 (Shanghai Heng Zhi Property Company Limited*), a company established in the PRC with limited liability which is owned as to 90%, 5% and 5% by the Yi Jing Property, Zhao He Investment and 萬向信托 有限公司 (Wan Xiang Trust Co., Ltd.*), respectively, immediately before completion of the Acquisition
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‘‘SP Agreement’’
an agreement dated 25 April 2016 entered into between Fujian Zhongjun, the Vendor and 廈門中駿集團有限公司 (Xiamen Zhongjun Industrial Co., Ltd.*) in respect of the Acquisition
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘Target Companies’’
collectively, Yi Jing Property and Zhao He Investment
‘‘Vendor’’
新華都實業集團股份有限公司 (Xin Hua Du Industry Group Company Limited*), a company established in the PRC with limited liability
‘‘Yi Jing Property’’
上海逸景置業有限公司 (Shanghai Yi Jing Property Co., Ltd.*), a company established in the PRC with limited liability and is wholly owned by the Vendor immediately before completion of the Acquisition
‘‘Zhao He Investment’’
兆赫(上海)投資有限公司 (Zhao He (Shanghai) Investment Co., Ltd.*), a company established in the PRC with limited liability and is wholly owned by the Vendor immediately before completion of the Acquisition
‘‘%’’
per cent.
* The English translation of the Chinese name is for information only, and should not be regarded as the official English translation of such name.
By order of the Board China SCE Property Holdings Limited Wong Chiu Yeung Chairman Hong Kong, 28 April 2016 As at the date of this announcement, the executive Directors of the Company are Mr. Wong Chiu Yeung, Mr. Chen Yuanlai, Mr. Cheng Hiu Lok, Mr. Li Wei and Mr. Huang Youquan, and the independent non-executive Directors are Mr. Ting Leung Huel Stephen, Mr. Lu Hong Te and Mr. Dai Yiyi.
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