Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1109)
THE ACQUISITION
On 7 August 2015 (after trading hours of the Stock Exchange), the Purchaser, which is an indirect wholly-owned subsidiary of the Company, and the Vendor entered into the Share
Transfer Agreement in relation to the Acquisition, the major terms and conditions of which are set out in this announcement.
IMPLICATION UNDER THE LISTING RULES
As at the date of this announcement, (i) CRH is the controlling Shareholder of the
Company and a wholly-owned subsidiary of CRC; and (ii) CRC beneficially owns 51% of the registered capital of CR Trust, CR Trust is therefore a connected person of the
Company. Accordingly, the Acquisition constitutes a connected transaction of the
Company.
As certain applicable percentage ratios in respect of the Acquisition exceed 0.1% but are less than 5%, the Acquisition is only subject to the reporting and announcement requirements under the Listing Rules, and is exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
The Board is pleased to announce that on 7 August 2015 (after trading hours of the Stock
Exchange), the Purchaser and the Vendor entered into the Share Transfer Agreement in relation to the Acquisition, the major terms and conditions of which are set out as follows.
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THE ACQUISITION
The Share Transfer Agreement
Date : 7 August 2015
: CR Trust Vendor
Purchaser
Subject matter
: CR Land Shenzhen
: The Sale Shares, being 16.34% of equity interest in
Chengdu Heng Yu
Consideration and terms of payment
: The Consideration for the Sale Shares is RMB700,140,000, which shall be paid in full by the Purchaser to the Vendor on or before 7 August 2015
The Consideration was determined after arm’s length negotiations between the Purchaser and the Vendor on normal commercial terms with reference to the valuation report of Chengdu Heng Yu as prepared by an independent valuer, which indicated that the net asset value of Chengdu
Heng Yu as at 30 June 2015 was approximately RMB4,775 million.
The Consideration will be settled and funded by internal resources of the Group.
Completion
The Vendor shall, within 10 working days after the full payment by the Purchaser of the
Consideration and other expenses, if any, in accordance with the payment terms set out above, assist the Purchaser in the business registration filing procedures in relation to the transfer of the Sale Shares. Completion shall take place on the day on which the relevant notice of changes, or other documentation of business registration showing the approval of the transfer of the Sale Shares issued by the relevant State Administration of Industry and
Commerce* ( 工商行政管理局 ), is obtained.
Upon Completion, Chengdu Heng Yu will be owned as to 33.34% by CR Land Shenzhen.
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INFORMATION OF CHENGDU HENG YU
Chengdu Heng Yu is a company incorporated in the PRC with limited liability. As at the date of this announcement, each of the Purchaser and the Vendor holds 17% and 49% of its equity interest respectively, with the remaining 34% of its equity interest being equally held by two independent third parties. It is understood that on the same date, the Vendor has also entered into sale and purchase agreements with both independent third party shareholders for the sale by the Vendor’s remaining equity interest in Chengdu Heng Yu. Chengdu Heng Yu is principally engaged in property development via its wholly-owned subsidiaries (e.g.
Guangzhou Suirong). Guangzhou Suirong currently focuses on developing and operating a real estate project located in Guangzhou, Guangdong Province, China (the “ Guangzhou
Project ”).
The losses incurred by Chengdu Heng Yu for the two financial years ended 31 December 2013 and 31 December 2014 were as follows:
Net loss before tax
Net loss after tax
For the year ended
31 December
2013
(RMB’000)
2,462.9
2,462.9
For the year ended
31 December
2014
(RMB’000)
4,215.8
4,215.8
As at 31 December 2014, the audited net asset value of Chengdu Heng Yu, prepared in accordance with generally accepted accounting principles in the PRC, was approximately
RMB4,023 million. According to the valuation report of Chengdu Heng Yu as prepared by an independent valuer, the net asset value of Chengdu Heng Yu as at 30 June 2015 was approximately RMB4,775 million.
Both prior to and upon Completion, the results, assets and liabilities of Chengdu Heng Yu had not been and will not be consolidated in the financial statements of the Company.
FURTHER INFORMATION ABOUT THE GROUP AND THE VENDOR
The Group
The principal business activity of the Group is property investment, development and management in the PRC. CR Land Shenzhen is a company established in the PRC with limited liability and is an indirect wholly-owned subsidiary of the Company. CR Land
Shenzhen is principally engaged in investment holding.
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CR Trust
CR Trust is a company established in the PRC with limited liability and 51% of its registered capital is held by CRC. CR Trust is a provider of comprehensive financial services.
REASONS FOR AND BENEFITS OF THE ACQUISITION
The Directors consider that the Guangzhou Project, with its unparalleled position and located at Guangzhou International Financial Town, in proximity to Zhujiang New Town, has a promising future prospect. The Guangzhou Project is a high-end commercial business zone comprising chiefly of Grade-A office buildings and ancillary commercial properties. With the overall advantages enjoyed in transportation, spectacular river view and presence of landmark skyscrapers, the Guangzhou Project will strengthen the market share and competitiveness of the Group in the PRC in the long-run. After due and careful consideration, the Board agreed to proceed the Acquisition with reference to relevant survey findings, valuations of nearby properties and the valuation report compiled for Chengdu Heng Yu in order to give continuous support to the development of the Guangzhou Project.
The Board (including the independent non-executive Directors) is of the view that terms of the Acquisition are determined after arm’s length negotiations, which are fair and reasonable, and the Acquisition is on normal commercial terms and in the interest of the Company and the
Shareholders as a whole. On the Board meeting held on 6 August 2015 for approving, among others, the Acquisition, Mr. Yu Jian and Mr. Wei Bin had abstained from voting on the resolution for the Acquisition due to their respective job positions in CR Trust, being a supervisor and director of CR Trust respectively. Save as disclosed, none of the other
Directors have any material interest in the Acquisition.
IMPLICATION UNDER THE LISTING RULES
As at the date of this announcement, (i) CRH is the controlling Shareholder of the Company and a wholly-owned subsidiary of CRC; and (ii) CRC beneficially owns 51% of the registered capital of CR Trust, CR Trust is therefore a connected person of the Company. Accordingly, the Acquisition constitutes a connected transaction of the Company.
As certain of the applicable percentage ratios in respect of the Acquisition exceed 0.1% but are less than 5%, the Acquisition is only subject to the reporting and announcement requirements under the Listing Rules, and is exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the
Listing Rules.
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DEFINITIONS
“Acquisition”
“Board”
“Chengdu Heng Yu”
“Company”
“Completion”
“connected person(s) ”
“consideration”
“controlling Shareholder”
“CRC”
“CRH” the acquisition of the Sale Shares from CR Trust by CR
Land Shenzhen pursuant to the terms and conditions of the
Share Transfer Agreement the board of Directors
Chengdu Heng Yu Property Development Co., Ltd.* ( 成都市
恒裕房地產開發有限公司 ), a company established in the
PRC with limited liability and is principally engaged in development and operation of real estate
China Resources Land Limited ( 華潤置地有限公司 ), a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Stock Exchange the completion of the Acquisition pursuant to the terms and conditions of the Share Transfer Agreement has the meaning ascribed thereto in the Listing Rules the consideration of the Acquisition, payable by CR Land
Shenzhen to CR Trust pursuant to the Share Transfer
Agreement has the meaning ascribed thereto in the Listing Rules
China Resources Co., Limited* ( 華潤股份有限公司 ), a limited liability company incorporated in the PRC and the holding company of CRH
China Resources (Holdings) Company Limited ( 華潤（集團）
有限公司 ), a company incorporated in Hong Kong with limited liability and is an investment holding company indirectly holds 61.27% Shares in the Company as at the date of this announcement
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“CR Land Shenzhen” or
“Purchaser”
“CR Trust” or “Vendor”
“Director(s) ”
“Group”
“Guangzhou Suirong”
“Hong Kong”
“independent third party”
“Listing Rules”
“percentage ratio”
“PRC” or “China”
“Sale Shares”
China Resources Land One Two Three Four (Shenzhen)
Commercial Operation Management Company Limited*
( 華潤置地一二三四（深圳）商業運營管理有限公司 ) , a company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company which is principally engaged in investment holding
China Resources SZITIC Trust Co., Ltd.* ( 華潤深國投信託
有限公司 ), a company established in the PRC with limited liability which is owned as to 51% by CRC. CR Trust is an integrated financial services provider the director(s) of the Company the Company and its subsidiaries
Guangzhou Suirong Real Estate Development Company
Limited* ( 廣州穗榮房地產開發有限公司 ), a company established in the PRC with limited liability and a wholly-owned subsidiary of Chengdu Heng Yu the Hong Kong Special Administrative Region of the PRC a third party who is independent of and not connected with the Company or its connected persons the Rules Governing the Listing of Securities on the Stock
Exchange the applicable percentage ratio under Rule 14.07 of the
Listing Rules the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, Taiwan and the
Macau Special Administrative Region of the People’s
Republic of China the 16.34% equity interest in Chengdu Heng Yu held under the name of CR Trust
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“Share Transfer Agreement” the share transfer agreement entered into between CR Trust
(as Vendor) and CR Land Shenzhen (as purchaser) on 7
August 2015 in relation to the Acquisition
“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the
Company holder(s) of the Share(s) “Shareholder(s) ”
“Stock Exchange” The Stock Exchange of Hong Kong Limited
By Order of the Board
CHINA RESOURCES LAND LIMITED
Mr. Tang Yong
Vice Chairman
Hong Kong, 7 August 2015
As at the date of this announcement, the executive Directors are Mr. Wu Xiangdong, Mr. Tang
Yong and Mr. Yu Jian; the non-executive Directors are Mr. Yan Biao, Mr. Wei Bin, Mr. Du
Wenmin, Mr. Ding Jiemin, Mr. Chen Ying and Mr. Wang Yan; and the independent non-executive Directors are Mr. Wang Shi, Mr. Andrew Y. Yan, Mr. Ho Hin Ngai, Bosco,
Mr. Wan Kam To, Peter and Mr. Ma Weihua.
This announcement was prepared in Chinese. Should there be any discrepancy between the
Chinese and English versions, the Chinese version shall prevail.
* English translations of these names are provided for ease of reference only and they are not official English names of the entities concerned.
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