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.
SHUANGHUA HOLDINGS LIMITED
雙樺控股有限公司
(“the Company”)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code:1241)
CONTINUING CONNECTED TRANSACTION - RENEWAL OF LEASE
AGREEMENTS
This announcement is made pursuant to Chapter 14A of the Listing Rules.
On 11 December 2015, three subsidiaries of the Company, namely Shanghai
Shuanghua, Youshen Industry and Shuanghua Auto Components, as lessees, entered
into the Lease Renewal Agreements with Shanghai Automart, as the lessor in respect
of the Premises for a further term of three years from 1 January 2016 to 31 December
2018.
58% of the equity interest of Shanghai Automart is held by Ms. Kong Xiaoling, the
Company’s non-executive Director and the spouse of the Company’s chairman and
executive Director, Mr. Zheng Ping, while the remaining 42% of the equity interest is
held by Mr. Dong Zongde, the Company’s former substantial shareholder.
Therefore, Shanghai Automart is considered as a connected person of the Company.
The Lease Renewal Agreements and the transactions contemplated thereunder
constitute continuing connected transactions of the Company under Chapter 14A of
the Listing Rules.
The Lease Renewal Agreements and the Lease Agreements are similar in nature,
involving the same entities and same office premises previously disclosed in the
Company’s prospectus dated 17 June 2011 and 2012 to 2014 Annual Reports
respectively. Upon entering into the Lease Renewal Agreements, the monthly
rentals have been adjusted and increased by reference to the prevailing market price
while the total leased area has been reduced from 711.51 sq m to 563.98 sq m and the
annual caps are required to be refreshed.
1
As the applicable percentage ratios in respect of the revised annual caps under the
Lease Renewal Agreements for the three years ending 31 December 2018 is less than
25% and the total consideration under the Lease Renewal Agreements is less than
HK$10,000,000 , the transactions contemplated under the Lease Renewal Agreements
are only subject to the reporting, announcement and annual review requirements and
are exempt from the circular and shareholders’ approval requirements under Chapter
14A of the Listing Rules.
CONTINUING CONNECTED TRANSACTIONS UNDER THE LEASE
RENEWAL AGREEMENTS
On 11 December 2015, three subsidiaries of the Company, namely Shanghai
Shuanghua, Youshen Industry and Shuanghua Auto Components, as lessess, entered
into the Lease Renewal Agreements with Shanghai Automart, as the lessor. The
principal terms of the Lease Renewal Agreements are set out below:
Date:
Lessor:
Lessees:
Term:
Properties:
Gross floor area:
Use:
Monthly rent:
Payment terms:
11 December 2015
Shanghai Automart
(a) Shanghai Shuanghua;
(b) Youshen Industry; and
(c) Shanghai Auto Components
1 January 2016 to 31 December 2018
Units 908, 909, 910, 911 and 912
on the 9th Floor, Tongsheng Building, No. 458 Fushan
Road, Pudong, Shanghai, the PRC
563.98 square meters
Office
RMB81,213 , excluding utility, cleaning and other fees
arising from the use of the Premises which are to be
borne by the Lessees
Monthly rental to be paid 15 days in advance
All other material terms of the Lease Agreements remain unchanged under the Lease
Renewal Agreements.
HISTORICAL FIGURES
The historical amounts paid by the Group under the Lease Agreements for the year
ended 31 December 2014 were approximately RMB1,229,000.
2
The total amounts paid by the Group under the Lease Agreements for the year ended
31 December 2014 have not exceeded the annual caps. It is expected that the rental
paid / payable for the year ending 31 December 2015 will not exceed the annual caps
either.
REVISION OF 2016 TO 2018 ANNUAL CAPS
The Company estimates that the refreshed annual caps of the continuing connected
transactions under the new lease agreements for the three years ending 31 December
2018, which are determined with reference to the rents payable by the Group to
Shanghai Automart under the Lease Renewal Agreements, are as follows:
2016
RMB1,500,000
For the year ending 31 December
2017
2018
RMB1,500,000
RMB1,500,000
In arriving the above annual caps, the Directors have taken into account of the
following factors:
(a)
the historical figures of the actual amounts paid / payable or estimated figures to
be paid by the Group under the Lease Agreements for the two years ending 31
December 2015; and
(b)
the rental value of similar grade of buildings and the office units of the same
building.
REASONS FOR AND BENEFITS OF ENTERING INTO THE NEW LEASE
AGREEMENTS
The Group is based in Shanghai and needs the Premises for its operations. The
Directors (including the independent non-executive Directors) are of the view that
substantial time and costs can be saved if the Group can remain in its existing office
premises instead of moving to another office building. The Directors (including the
independent non-executive Directors) consider that the continuing connected
transactions under the Lease Renewal Agreements have been entered into: (1) in the
ordinary and usual course of the Group’s business; (2) on normal commercial terms or
better; and (3) on terms that are fair and reasonable and in the interests of the
Company and shareholders as a whole.
The Directors (including the independent non-executive Directors) also consider that
3
the refreshed annual caps are fair and reasonable and in the interests of the Company
and shareholders as a whole.
The Directors, namely Mr. Zheng and Ms. Kong, have a material interest in the
transactions contemplated under the new lease agreements and therefore they have
been abstained from voting in the resolutions approving the Lease Renewal
Agreements at the relevant meeting of the board of the Company.
INFORMATION REGARDING THE COMPANY, SHANGHAI SHUANGHUA,
YOUSHEN INDUSTRY, SHUANGHUA AUTO COMPONENTS AND
SHANGHAI AUTOMART
The Company is engaged in the business manufacturing and trading of air
conditioning systems and related components and parts for vehicles.
Shanghai Shuanghua, Youshen Industry and Shuanghua Auto Components are
subsidiaries of the Company.
Shanghai Automart is a property investment company.
IMPLICATIONS UNDER THE LISTING RULES
58% of the equity interest of Shanghai Automart is held by Ms. Kong Xiaoling, the
Company’s non-executive Director and the spouse of the Company’s chairman and
executive Director, Mr. Zheng Ping, while the remaining 42% of the equity interest is
held by Mr. Dong Zongde, the Company’s former substantial shareholder.
Therefore, Shanghai Automart is considered as a connected person of the Company.
The Lease Renewal Agreements and the transactions contemplated thereunder
constitute continuing connected transactions of the Company under Chapter 14A of
the Listing Rules.
The Lease Renewal Agreements and the Lease Agreements are similar in nature,
involving the same entities and same office premises previously disclosed in the
Company’s prospectus dated 17 June 2011 and 2012 to 2014 Annual Reports
respectively. Upon entering into the Lease Renewal Agreements, the monthly
rentals have been adjusted and increased by reference to the prevailing market price
while the total leased area has been reduced from 711.51 sq m to 563.98 sq m and the
annual caps are required to be refreshed.
As the applicable percentage ratios in respect of the revised annual caps under the
4
Lease Renewal Agreements for the three years ending 31 December 2018 do not
exceed 25% and the total consideration under the Lease Renewal Agreements is less
than HK$10,000,000, the transactions contemplated under the Lease Renewal
Agreements are only subject to the reporting, announcement and annual review
requirements and are exempt from the circular and independent shareholders’
approval requirements under Chapter 14A of the Listing Rules.
DEFINITIONS
“Board”
board of directors of the Company
“Company”
Shuanghua Holdings Limited (雙樺控股有限公司), a
company incorporated in the Cayman Islands with limited
liability
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
the director(s) of the Company
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region
“Lease Agreements”
the office lease agreements entered into between (a)
Shanghai Automart as landlord; and (b) each of Shanghai
Shuanghua, Youshen Industry and Shuanghua Auto
Components as tenant in respect of the Premises on 1
January 2011, details of which are set out in the section
headed “Connected Transactions” in the prospectus of the
Company dated 17 June 2011 and 2012 to 2014 Annual
Report respectively
“Lease Renewal
Agreements”
the lease renewal agreements entered into between (a)
Shanghai Automart as landlord; and (b) each of Shanghai
Shuanghua, Youshen Industry and Shuanghua Auto
Components as tenant to renew the term of the Lease
Agreements for a further term of three years from 1
January 2016 to 31 December 2018
“Listing Rules”
the Rules Governing the Listing of Securities on The
5
Stock Exchange of Hong Kong Limited
“PRC”
The People’s Republic of China, which for the purpose of
this announcement only, excludes Hong Kong, the Macau
Special Administrative Region of the PRC and Taiwan
“Premises”
Units 908, 909, 910, 911 and 912 on the 9th Floor,
Tongsheng Building, No. 458 Fushan Road, Pudong,
Shanghai, the PRC
“Shanghai Automart”
Shanghai Automart Investment Co., Ltd (上海奧拓瑪投
資有限公司), a limited liability company incorporated in
the PRC on 1 January 2005, which is 58% held by Ms.
Kong Xiaoling, the Company’s non-executive Director
and the spouse of the Company’s chairman and executive
Director, Mr. Zheng Ping, while the remaining 42% of
the equity interest is held by Mr. Dong Zongde, the
Company’s substantial shareholder
“Shanghai Shuanghua”
Shanghai Shuanghua Autoparts Co., Ltd (上海雙樺汽車
零部件股份有限公司), a joint stock limited company
established in the PRC on 7 December 2007 (formerly
known as Shanghai Shuanghua Auto Air-conditioning
Parts Co., Ltd (上海雙樺汽車空調配件有限公司), a
limited liability company incorporated in the PRC on 25
September 1997), which is our non-wholly owned
subsidiary owned as to 99.999% and 0.001% by
Automart Holdings Limited, a limited liability company
incorporated in Hong Kong on 7 June 2002 wholly
owned by the Company, and Shanghai Automart,
respectively
“Shareholder(s)”
Holder(s) of issued share(s) of HK$0.01 each in the
capital of the Company
“Shuanghua Auto
Components”
Shanghai Shuanghua Auto Components Co., Ltd (上海雙
樺 汽 車 配 件 有 限 公 司 ), a limited liability company
incorporated in the PRC on 7 September 2009, which is
our non-wholly owned subsidiary owned as to 100% by
Shanghai Shuanghua
6
“substantial
Has the meaning ascribed to it under the Listing Rules
shareholder(s)”
“Youshen Industry”
Shanghai Youshen Industry Co., Ltd (上海友申實業有限
公司), a limited liability company incorporated in the
PRC on 27 July 2006, which is our non-wholly owned
subsidiary owned as to 100% by Shanghai Shuanghua
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“RMB”
Renminbi, the lawful currency of the PRC
By the order of the Board
Shuanghua Holdings Limited
ZHENG Ping
Chairman and Executive Director
Shanghai, 11 December 2015
As at the date of this announcement, the Board consists of two executive Directors,
Mr. Zheng Ping and Ms. Tang Lo Nar Luler, one non-executive Director, Ms. Kong
Xiaoling and three independent non-executive Directors, Mr. Chen Ke, Mr. He Binhui,
and Mr. Chen Lifan.
7