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: 01628)
DISCLOSEABLE TRANSACTION – ACQUISITION OF
THE REMAINING 27.8% EQUITY INTEREST IN
A NON-WHOLLY OWNED SUBSIDIARY
The Board is pleased to announce that on 17 November 2015, Xiamen Haogang (an indirect
wholly owned subsidiary of the Company) has entered into the Equity Transfer Agreement to
acquire a 27.8% equity interest in Yuzhou Properties (Hefei) Eastern Town from Pingan Trust.
As at the date of this announcement, Yuzhou Properties (Hefei) Eastern Town is held as to 72.2%
and 27.8% by the Group and Pingan Trust, respectively. Upon completion of the Acquisition, the
Company will indirectly own 100% equity interest in Yuzhou Properties (Hefei) Eastern Town and
Yuzhou Properties (Hefei) Eastern Town will become an indirect wholly-owned subsidiary of the
Company.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios of the Acquisition exceeds 5% but none of
them exceeds 25%, the Acquisition is a discloseable transaction under Chapter 14 of the Listing
Rules and is subject to the reporting and announcement requirements but is exempt from the
shareholders’ approval requirement.
Yuzhou Properties (Hefei) Eastern Town is an insignificant subsidiary of the Company. As Pingan
Trust holds a 27.8% equity interest in Yuzhou Properties (Hefei) Eastern Town, it is a substantial
shareholder of an insignificant subsidiary of the Company, and therefore notwithstanding Pingan
Trust’s interest in Yuzhou Properties (Hefei) Eastern Town, it and its ultimate beneficial owners
are not regarded as connected persons of the Company pursuant to rule 14A.09 of the Listing
Rules. Therefore the Acquisition does not constitute a connected transaction under Chapter 14A of
the Listing Rules.
1
INTRODUCTION
On 17 November 2015, Xiamen Haogang entered into an Equity Transfer Agreement with Pingan
Trust, pursuant to which, Xiamen Haogang has agreed to purchase, and Pingan Trust has agreed to
sell, 27.8% of the equity interest in Yuzhou Properties (Hefei) Eastern Town.
As of the date of this announcement, Yuzhou Properties (Hefei) Eastern Town is held as to 65%
by Hong Kong Fung Chow and 7.2% by Xiamen Yuzhou Hotel, each an indirect wholly owned
subsidiary of the Company, and the remaining 27.8% by Pingan Trust.
After completion of the Acquisition, the Company, through Hong Kong Fung Chow, Xiamen Yuzhou
Hotel and Xiamen Haogang, will indirectly own 100% of the equity interest in Yuzhou Properties
(Hefei) Eastern Town and Yuzhou Properties (Hefei) Eastern Town will become an indirect whollyowned subsidiary of the Company.
THE EQUITY TRANSFER AGREEMENT
Date
17 November 2015
Parties
(i)
Pingan Trust (as the seller)
(ii)
Xiamen Haogang (as the purchaser)
To the best of the Directors’ knowledge, information and belief after having made all reasonable
enquiry, save for being a shareholder of an insignificant subsidiary of the Company, Pingan Trust and
its respective ultimate beneficial owners are third parties independent of the Company and connected
persons of the Company.
The Sale Interest
The Sale Interest constitutes 27.8% equity interest in Yuzhou Properties (Hefei) Eastern Town that
Pingan Trust currently holds.
Consideration
The consideration for the Sale Interest is RMB803.47 million, which shall be paid to Pingan Trust no
later than one month after the date of the Equity Transfer Agreement.
The consideration was reached based on arm’s length negotiation between Pingan Trust and Xiamen
Haogang by reference to, among others, the capital contribution made by Pingan Trust, and will be
funded by internal resources of the Group.
2
INFORMATION ON YUZHOU PROPERTIES (HEFEI) EASTERN TOWN
Yuzhou Properties (Hefei) Eastern Town is an indirect non-wholly-owned subsidiary of the Company
established under the laws of the PRC with limited liability on 19 November 2013 and is principally
engaged in the business of property development.
Yuzhou Properties (Hefei) Eastern Town was initially held as to 90% by Hong Kong Fung Chow and
10% by Xiamen Hepingli Hotel, an independent third party save for being a shareholder of a nonwholly owned subsidiary of the Company. As disclosed in the announcement of the Company dated
31 October 2014, on 31 October 2014, Hong Kong Fung Chow, Xiamen Hepingli Hotel and Pingan
Trust entered into a joint venture agreement, pursuant to which Pingan Trust agreed to make a capital
contribution of RMB500 million to Yuzhou Properties (Hefei) Eastern Town. Upon completion of the
capital increase, Yuzhou Properties (Hefei) Eastern Town had been held as to 65% by Hong Kong
Fung Chow, 7.2% by Xiamen Hepingli Hotel and 27.8% by Pingan Trust.
On 13 November 2014, Pingan Trust made further capital injection of RMB220 million to Yuzhou
Properties (Hefei) Eastern Town as premium, and Yuzhou Properties (Hefei) Eastern Town remained
being held as to 65% by Hong Kong Fung Chow, 7.2% by Xiamen Hepingli Hotel and 27.8% by
Pingan Trust after completion of the capital injection.
On 28 November 2014, Xiamen Yuzhou Hotel acquired the 7.2% equity interest in Yuzhou Properties
(Hefei) Eastern Town held by Xiamen Hepingli Hotel and Yuzhou Properties (Hefei) Eastern Town
had been held as to 72.2% by the Group (through Hong Kong Fung Chow and Xiamen Yuzhou Hotel)
and 27.8% by Pingan Trust.
Set out below are the financial information of Yuzhou Properties (Hefei) Eastern Town extracted
from its unaudited management accounts prepared in accordance with HK GAAP:
For the year ended For the year ended
31 December 2013 31 December 2014
(unaudited)
(unaudited)
(RMB)
(RMB)
Net profit/(loss) before taxation
Net profit/(loss) after taxation
(653,000)
(653,000)
(4,886,000)
(4,886,000)
As at 30 June 2015, the unaudited total asset value and net asset value of Yuzhou Properties
(Hefei) Eastern Town amounted to approximately RMB3,684.82 million and RMB2,008.14 million,
respectively.
As disclosed in the 2014 annual report of the Company, since the capital increase on 31 October
2014, while the Group remained holding over 50% equity interest in Yuzhou Properties (Hefei)
Eastern Town, Yuzhou Properties (Hefei) Eastern Town has been regarded as a joint venture of the
Company from accounting perspective and the financial results of Yuzhou Properties (Hefei) Eastern
Town have not been consolidated with the Group’s results. Following completion of the Acquisition,
Yuzhou Properties (Hefei) Eastern Town will become an indirect wholly-owned subsidiary of the
Company and its financial results will be consolidated with the Group’s results.
3
REASONS FOR AND BENEFITS OF THE ACQUISITION
Yuzhou Properties (Hefei) Eastern Town is principally engaged in the property development project
in Feidong County, Hefei, Anhui Province, the PRC, which has a site area of approximately 279,535
square metres and will be developed into a residential complex. As of the date of this announcement,
the project is still under construction. The Acquisition will enable the Group to achieve greater
economic efficiency and control of the development of the project, and to fully optimize the return
and benefit from the future growth and success of the project.
The Directors (including the independent non-executive Directors) consider the terms of the Equity
Transfer Agreement are fair and reasonable and in the interests of the Company and its shareholders
as a whole. None of the Directors has a material interest in the transactions contemplated under
the Equity Transfer Agreement or is required to abstain from voting from the Board resolutions for
considering and approving the same pursuant to the articles of association of the Company.
INFORMATION ON THE GROUP AND THE PARTIES
The Group is principally engaged in the development of high end residential, retail and commercial
properties. Xiamen Haogang is an indirect wholly-owned subsidiary of the Company established
under the laws of the PRC with limited liability and is principally engaged in the business of
construction material trading.
Pingan Trust is a trust company established under the laws of the PRC in April 1996 and is a
subsidiary of Pingan Insurance (Group) Company of China Ltd., whose shares are listed on the Stock
Exchange (stock code: 2318) and the Shanghai Stock Exchange (stock code: 601318). Pingan Trust
is principally providing individuals and institutional clients with trust wealth management products,
investment and financing services as well as a wide range of wealth management services.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios of the Acquisition exceeds 5% but none of them
exceeds 25%, the Acquisition is a discloseable transaction under Chapter 14 of the Listing Rules
and is subject to the reporting and announcement requirements but is exempt from the shareholders’
approval requirement.
Yuzhou Properties (Hefei) Eastern Town is an insignificant subsidiary of the Company. As
Pingan Trust holds a 27.8% interest in Yuzhou Properties (Hefei) Eastern Town, it is a substantial
shareholder of an insignificant subsidiary of the Company, and therefore notwithstanding Pingan
Trust’s interest in Yuzhou Properties (Hefei) Eastern Town, it and its ultimate beneficial owners are
not regarded as connected persons of the Company pursuant to rule 14A.09 of the Listing Rules.
Therefore the Acquisition does not constitute a connected transaction under Chapter 14A of the
Listing Rules.
4
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms have the meanings
set out below:
“Acquisition”
the acquisition of the 27.8% equity interest in Yuzhou Properties
(Hefei) Eastern Town pursuant to the Equity Transfer Agreement
“Board”
the board of Directors
“Company”
Yuzhou Properties Company Limited（ 禹洲地產股份有限公司）,
an exempted company incorporated in the Cayman Islands on 23
April 2008 with limited liability, the shares of which are listed on
the Main Board of the Stock Exchange
“connected person(s)”
shall have the meaning ascribed to it under the Listing Rules
“Director(s)”
the director(s) of the Company
“Equity Transfer
Agreement”
the equity transfer agreement dated 17 November 2015 entered
into between Xiamen Haogang and Pingan Trust in relation to the
sale and purchase of the Sale Interest
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“HK GAAP”
the generally accepted accounting principles in Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Fung
Chow”
Hong Kong Fung Chow Investment Limited（ 香港豐洲投資有
限公司）, a company incorporated in Hong Kong with limited
liability and a wholly owned subsidiary of the Company
“insignificant subsidiary”
has the meaning attributed to it under Rule 14A.09(1) of the
Listing Rules
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
“Pingan Trust”
Pingan Trust Co., Ltd.*（ 平安信託有限責任公司）, a company
established under the laws of the PRC
5
“PRC”
the People’s Republic of China (excluding, for the purpose of this
announcement, the Hong Kong Special Administrative Region of
the People’s Republic of China, the Macao Special Administrative
Region of the People’s Republic of China and Taiwan)
“RMB”
Renminbi, the lawful currency of the PRC
“Sale Interest”
the 27.8% equity interest in Yuzhou Properties (Hefei) Eastern
Town that is being held by Pingan Trust as of the date of this
announcement
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“subsidiary”
has the meaning attributed to it under the Listing Rules
“Xiamen Haogang”
Xiamen Haogang Trade Co., Ltd.*（ 廈門浩港貿易有限公司）,
a company established under the laws of the PRC and an indirect
wholly owned subsidiary of the Company
“Xiamen Yuzhou Hotel”
Xiamen Yuzhou Hotel Invest & Manage Co., Ltd.*（ 廈門禹洲酒店
投資管理有限公司）, a company established under the laws of the
PRC and an indirect wholly owned subsidiary of the Company
“Xiamen Hepingli Hotel”
Xiamen Hepingli Hotel Co., Ltd.*（ 廈門和平里酒店有限公司）,
a company established under the laws of the PRC
“Yuzhou Properties
(Hefei) Eastern Town”
Yuzhou Properties (Hefei) Eastern Town Co., Ltd.*（ 禹洲置業（ 合
肥）東城有限公司）, a company established under the laws of the
PRC with limited liability on 19 November 2013 and a non-wholly
owned subsidiary of the Company
*
For identification purpose only
By order of the Board
Yuzhou Properties Company Limited
Lam Lung On
Chairman
Hong Kong, 17 November 2015
As at the date of this announcement, the executive Directors of the Company are Mr. Lam Lung
On (Chairman), Ms. Kwok Ying Lan, Mr. Lin Longzhi and Mr. Lin Conghui, and independent
non-executive Directors of the Company are Mr. Gu Jiande, Mr. Lam Kwong Siu and Mr. Wee Henny
Soon Chiang.
6