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 AND CONNECTED TRANSACTION –
ACQUISITION OF THE REMAINING 20% EQUITY INTEREST
IN A NON-WHOLLY OWNED SUBSIDIARY
On 21 December 2015, Yuzhou Grand Future and Xiamen Richville (both wholly-owned
subsidiaries of the Company) entered into an Equity Transfer Agreement with Citic-CP Asset
Management, pursuant to which Yuzhou Grand Future and Xiamen Richville have agreed to
acquire, and Citic-CP Asset Management has agreed to sell, 9.8% and 10.2% of the equity
interests in Xiamen Yuzhou Seaview Property (a non-wholly owned subsidiary of the Company),
respectively.
As of the date of this announcement, Xiamen Yuzhou Seaview Property is held as to 39.2% by
Yuzhou Grand Future, 40.8% by Xiamen Richville and 20% by Citic-CP Asset Management. Upon
completion of the Acquisition, Xiamen Yuzhou Seaview Property will be held as to 49.0% by
Yuzhou Grand Future and 51.0% by Xiamen Richville, and Xiamen Yuzhou Seaview Property 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.
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As at the date of this Announcement, Citic-CP Asset Management holds a 20.0% equity interest
in Xiamen Yuzhou Seaview Property, an indirect non-wholly owned subsidiary of the Company.
Therefore, Citic-CP Asset Management is the Company’s connected person at the subsidiary level
and the Acquisition constitutes a connected transaction of the Company under Chapter 14A of
the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, the Acquisition as a connected
transaction of the Company is only subject to the reporting and announcement requirements, and
is exempt from the circular, independent financial advice and independent shareholders’ approval
requirements.
INTRODUCTION
On 21 December 2015, Yuzhou Grand Future and Xiamen Richville (both wholly-owned subsidiaries
of the Company) entered into an Equity Transfer Agreement with Citic-CP Asset Management,
pursuant to which Yuzhou Grand Future and Xiamen Richville have agreed to acquire, and CiticCP Asset Management has agreed to sell, 9.8% and 10.2% of the equity interests in Xiamen Yuzhou
Seaview Property (a non-wholly owned subsidiary of the Company), respectively.
As of the date of this announcement, Xiamen Yuzhou Seaview Property is held as to 39.2% by
Yuzhou Grand Future, 40.8% by Xiamen Richville and 20% by Citic-CP Asset Management. Upon
completion of the Acquisition, Xiamen Yuzhou Seaview Property will be held as to 49.0% by Yuzhou
Grand Future and 51.0% by Xiamen Richville, and Xiamen Yuzhou Seaview Property will become
an indirect wholly-owned subsidiary of the Company.
THE EQUITY TRANSFER AGREEMENT
Date
21 December 2015
Parties
(i)
Citic-CP Asset Management (as seller);
(ii)
Yuzhou Grand Future (as purchaser); and
(iii) Xiamen Richville (as purchaser)
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To the best of the Directors’ knowledge, information and belief after having made all reasonable
enquiry, save for being a shareholder of a non-wholly owned subsidiary of the Company, Citic-CP
Asset Management and its respective ultimate beneficial owners are third parties independent of the
Company and connected persons of the Company.
Nature of the transaction
The sale interest constitutes 20.0% equity interest in Xiamen Yuzhou Seaview Property that CiticCP Asset Management currently holds. Citic-CP Asset Management will transfer 9.8% and 10.2%
equity interests in Xiamen Yuzhou Seaview Property to Yuzhou Grand Future and Xiamen Richville,
respectively, pursuant to the Equity Transfer Agreement.
Consideration
The consideration for the 9.8% of equity interest in Xiamen Yuzhou Seaview Property is RMB298.06
million and the consideration for the 10.2% of equity interest in Xiamen Yuzhou Seaview Property
is RMB310.23 million. Therefore, the aggregate consideration for the sale interest is RMB608.29
million, which shall be paid to Citic-CP Asset Management within one month from the date of the
Equity Transfer Agreement.
The consideration was reached based on arm ’ s length negotiation between Citic-CP Asset
Management, Yuzhou Grand Future and Xiamen Richville by reference to the net asset value of
Xiamen Yuzhou Seaview Property and the capital contribution made by Citic-CP Asset Management
in Xiamen Yuzhou Seaview Property, and will be funded by internal resources of the Group.
The original acquisition cost of the 20.0% equity interest in Xiamen Yuzhou Seaview Property
to Citic-CP Asset Management was RMB500 million which was calculated based on the capital
contribution made by Citic-CP Asset Management pursuant to a capital increase agreement entered
into by, among others, Citic-CP Asset Management on 17 April 2014.
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INFORMATION ON XIAMEN YUZHOU SEAVIEW PROPERTY
Xiamen Yuzhou Seaview Property is an indirect non-wholly-owned subsidiary of the Company
established under the laws of the PRC with limited liability and is principally engaged in the
business of property development and management. It is the project company which develops and
operates Yuzhou Central Coast（ 禹洲 • 中央海岸）, a property development project located at Jimei
District of Xiamen, the PRC.
Based on the financial information of Xiamen Yuzhou Seaview Property prepared under the
HK GAAP, (i) the net asset value of Xiamen Yuzhou Seaview Property as at 30 June 2015 was
approximately RMB2,613.75 million; (ii) its net profit (before taxation) for the financial year ended
31 December 2013 was approximately RMB412.48 million and its net profit (before taxation) for
the financial year ended 31 December 2014 was approximately RMB991.06 million; and (iii) its net
profit (after taxation) for the financial year ended 31 December 2013 was approximately RMB295.56
million and its net profit (after taxation) for the financial year ended 31 December 2014 was
approximately RMB589.06 million.
REASONS FOR AND BENEFITS OF THE ACQUISITION
Xiamen Yuzhou Seaview Property is principally engaged in the property development project Yuzhou
Central Coast（ 禹洲 • 中央海岸）, which is located at Jimei District of Xiamen, the PRC with a site
area of approximately 123,240 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 the Acquisition is on normal commercial terms 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. Each of Yuzhou Grand Future and Xiamen Richville is a company established under
the laws of the PRC with limited liability and is an indirect wholly-owned subsidiary of the
Company. The principal business of each of Yuzhou Grand Future and Xiamen Richville is property
development and management.
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Citic-CP Asset Management is a joint venture asset management company established in the PRC.
Its principal businesses include asset management for special clients and other services that are
permitted by the Securities & Futures Commission in Hong Kong. Citic-CP Asset Management is
an associate of CITIC Group Corporation（ 中國中信集團有限公司）, a state-owned transnational
holding conglomerate established in the PRC pursuant to the approval of the State Council of the
PRC.
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.
As at the date of this Announcement, Citic-CP Asset Management holds a 20.0% equity interest
in Xiamen Yuzhou Seaview Property, an indirect non-wholly owned subsidiary of the Company.
Therefore, Citic-CP Asset Management is the Company’s connected person at the subsidiary level
and the Agreement constitutes a connected transaction of the Company under Chapter 14A of
the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, the Agreement as a connected
transaction of the Company is only subject to the reporting and announcement requirements, and
is exempt from the circular, independent financial advice and independent shareholders’ approval
requirements.
DEFINITIONS
In this Announcement, unless the context requires otherwise, the following terms have the meanings
set out below:
“Acquisition”
the acquisition of the 20.0% equity interest in Xiamen
Yuzhou Seaview Property pursuant to the Equity Transfer
Agreement
“Board”
the board of Directors
“Citic-CP Asset Management”
Citic-CP Asset Management Co., Ltd*（ 中 信 信 誠 資 產 管
理有限公司）, a company established under the laws of the
PRC with limited liability and an associate of CITIC Group
Corporation（ 中國中信集團有限公司）
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“Company”
Yuzhou Properties Company Limited（ 禹州地產股份有限
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”
an equity transfer agreement dated 21 December 2015
entered into between Citic-CP Asset Management, Yuzhou
Grand Future and Xiamen Richville in relation to the sale and
purchase of 20% equity interest in Xiamen Yuzhou Seaview
Property
“Group”
the Company and its subsidiaries
“HK GAAP”
the Generally Accepted Accounting Principles in Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
“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
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“subsidiary”
has the meaning attributed to it under the Listing Rules
“Xiamen Richville”
Xiamen Richville Development Ltd. *（ 廈門貴豐房地產開
發有限公司）, a company established under the laws of the
PRC with limited liability and a wholly owned subsidiary of
the Company
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“Xiamen Yuzhou Seaview
Property”
Xiamen Yuzhou Seaview Property Development Co., Ltd.*
（ 廈門禹洲海景城房地產有限公司）, a company established
under the laws of the PRC with limited liability and a nonwholly owned subsidiary of the Company
“Yuzhou Grand Future”
Xiamen Yuzhou Grand Future Real Estate Development Co.,
Ltd.*(廈門禹洲鴻圖地產開發有限公司）(formerly known
as Xiamen Yuzhou Group Realty Invest Co., Ltd.* (廈門禹
洲集團地產投資有限公司）), a company established under
the laws of the PRC with limited liability and a wholly owned
subsidiary of the Company
“%”
per cent.
* For identification purpose only
By order of the Board
Yuzhou Properties Company Limited
Lam Lung On
Chairman
Hong Kong, 21 December 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 nonexecutive Directors of the Company are Mr. Gu Jiande, Mr. Lam Kwong Siu and Mr. Wee Henny
Soon Chiang.
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