2009-12-29 19:54:00
CONNECTED TRANSACTION - ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF CITYSHINE HOLDINGS LIMITED
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.
CONNECTED TRANSACTION
ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF
CITYSHINE HOLDINGS LIMITED
On 29 December 2009, the Vendor and the Purchaser, which is a wholly-owned
subsidiary of the Company, entered into the Agreement, pursuant to which the
Vendor has conditionally agreed to sell to the Purchaser, and the Purchaser has
conditionally agreed to purchase from the Vendor, the entire issued share capital
of the Target Company held by the Vendor subject to the conditions and in
accordance with the terms of the Agreement.
The Vendor holds the entire issued share capital of the Target Company. The Target
Company, through its wholly-owned subsidiaries, holds 20% equity interest in the
Property Company, which in turn is an indirect subsidiary of the Company. As
such, the Vendor is the substantial shareholder of an indirect subsidiary of the
Company, and therefore a connected person of the Company. Accordingly, the
Transaction constitutes a connected transaction for the Company under the Listing
Rules.
As the highest of the applicable percentage ratios in respect of the Transaction
exceeds 0.1% but is less than 2.5%, the Transaction is subject to the reporting and
announcement requirements but is exempt from the independent shareholders’
approval requirement under the Listing Rules.
—1—
R14.58(1)
R13.52
Note 5
R13.51A
R14.60(2)INTRODUCTION
On 29 December 2009, the Vendor and the Purchaser, which is a wholly-owned
subsidiary of the Company, entered into theAgreement, pursuant to which the Vendor
has conditionally agreed to sell to the Purchaser, and the Purchaser has conditionally
agreed to purchase from the Vendor, the entire issued share capital of the Target
Company held by the Vendor subject to the conditions and in accordance with the
terms of the Agreement.
THE AGREEMENT
Date : 29 December 2009
Parties : The Vendor
The Purchaser, which is a wholly-owned subsidiary of
the Company
Assets to be acquired : 100% equity interest in the Target Company
Consideration : In consideration of the Vendor’s transfer of the entire
issued share capital of the Target Company, the
Purchaser will, subject to satisfaction of all of the
Conditions (unless otherwise waived by the Purchaser
if waivable) and due performance by the Vendor of all
of his obligations required to be performed upon
Completion:
(i) pay to the Vendor an amount of
RMB100,793,186.06 (equivalent to
approximately HK$114,904,000) in cash upon
Completion; and
(ii) assume the liability of the Target Company in an
amount of RMB15,000,000 (equivalent to
approximately HK$17,100,000) upon
Completion.
BASIS FOR DETERMINATION OF THE CONSIDERATION
The Consideration was determined after arm’s length negotiations between the
parties to the Agreement based on various factors including, among other things, (1)
revaluation of the Property Project with reference to the property valuation of the
Property Project as at 30 June 2009 conducted by an independent valuer, namely DTZ
Debenham Tie Leung Limited, by using the capitalization of net rental income
—2—
R14.58(3)
R14.60(1)
R14.58(3)
R14A.56(2)
R14.58(4)
R14.58(5)method, based on which the appraised value attributable to the unsold portion of the
Property Project was RMB2,506 million (equivalent to approximately HK$2,857
million) as at 30 June 2009; and (2) the total asset value of the Target Company as
at 30 November 2009 of approximately RMB16,501,000 (equivalent to
approximately HK$18,811,000) based on the unaudited financial statements of the
Target Company prepared in accordance with the IFRS as at 30 November 2009.
CONDITIONS PRECEDENT
Completion is conditional upon each of the following Conditions having been
satisfied on or before 31 January 2010:-
(1) the Vendor having delivered all books and records of the Target Company to the
Purchaser;
(2) all representations and warranties made by the Vendor under theAgreement shall
remain true, accurate and complete as at the date of Completion;
(3) the Vendor having performed all of its obligations under the Agreement which
are required to be performed before Completion;
(4) there has been no material adverse change in respect of the Target Company
(including but not limited to those in relation to the financial condition, business
and prospect of the Target Company); and
(5) all approvals, permissions, consents, filings and registration certificates required
for the execution and performance of the Agreement having been obtained or
completed by the Vendor, and having been delivered to the Purchaser by the
Vendor.
If any of the Conditions has not been satisfied (or not been waived by the Purchaser
if waivable) on or before 31 January 2010, the Purchaser may choose to terminate the
Agreement by serving a written notice to the Vendor, in which case the Agreement
shall be terminated on the date of such written notice and neither party will have any
claim against the other party under theAgreement, other than those in relation to any
antecedent breach.
FINANCIAL INFORMATION OF THE TARGET COMPANY AND THE
PROPERTY COMPANY
The unaudited consolidated net liability of the Target Company as at 30 November
2009 was approximately RMB692,000 (equivalent to approximately HK$789,000).
—3—
R14.58(6)The unaudited consolidated net loss before and after taxation of the Target Company
from 12 November 2009 (date of incorporation) to 30 November 2009 was
approximately RMB692,000 (equivalent to approximately HK$789,000).
The unaudited net asset value of the Property Company as at 30 November 2009 was
approximately RMB321,210,000 (equivalent to approximately HK$366,179,000).
The audited net loss of the Property Company for the year ended 31 December 2007
was approximately RMB8,334,000 (equivalent to approximately HK$9,501,000). The
audited net profits before and after taxation of the Property Company for the year
ended 31 December 2008 were approximately RMB196,199,000 (equivalent to
approximately HK$223,667,000) and RMB105,814,000 (equivalent to approximately
HK$120,628,000), respectively.
REASONS FOR AND BENEFITS OF THE TRANSACTION
The Company considers that the Property Project is a valuable property located in
one of the most desirable prime areas in Beijing. Upon Completion of the
Transaction, the Property Project will become indirectly wholly-owned by the
Company, which will enable the Company to have higher autonomy in the
management of the Property Company, and will give greater flexibility for the
Company to formulate the sale and marketing strategies in respect of the Property
Project.
Based on the above, the Directors (including the independent non-executive
Directors) consider the terms of the Agreement and the Transaction are normal
commercial terms, which are fair and reasonable and in the interests of the Company
and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
The Vendor holds the entire issued share capital of the Target Company. The Target
Company, through its wholly-owned subsidiaries, holds 20% equity interest in the
Property Company, which in turn is an indirect subsidiary of the Company. As such,
the Vendor is the substantial shareholder of an indirect subsidiary of the Company,
and therefore a connected person of the Company. Accordingly, the Transaction
constitutes a connected transaction for the Company under the Listing Rules.
As the highest of the applicable percentage ratios in respect of the Transaction
exceeds 0.1% but is less than 2.5%, the Transaction is subject to the reporting and
announcement requirements but is exempt from the independent shareholders’
approval requirement under the Listing Rules.
—4—
R14.58(7)
R14.58(8)
R14.58(3)
R14A.56(2)GENERAL INFORMATION
The Group is one of the largest real estate companies in Beijing and has a diversified
portfolio of development projects and investment projects. The Group primarily
develops medium to high-end residential properties, premium grade office premises,
retail spaces and serviced apartments.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings
unless the context otherwise requires:-
“Agreement” the Agreement dated 29 December 2009 entered into
between the Vendor and the Purchaser in relation to the
sale and purchase of the entire issued share capital of
the Target Company
“Board” the board of directors of the Company
“Company” Sino-Ocean Land Holdings Limited, a company
incorporated with limited liability under the Companies
Ordinance (Chapter 32 of the Laws of Hong Kong) and
whose shares are listed on main board of The Stock
Exchange of Hong Kong Limited
“Completion” completion of the sale and purchase of the entire issued
share capital of the Target Company pursuant to the
Agreement
“Conditions” the conditions precedent to the Completion, as set out in
the section headed “Conditions Precedent” in this
announcement
“connected person” having the meaning ascribed to such term in the Listing
Rules
“Consideration” the total consideration for the sale and purchase of the
entire issued share capital of the Target Company
pursuant to the Agreement as set out in paragraphs (i)
and (ii) in the sub-section headed “Consideration” under
the section headed “The Agreement” of this
announcement
“Director(s)” director(s) of the Company
—5—
R14.58(2)“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited
“PRC” the People’s Republic of China, which for the purpose
of this announcement and unless the context suggests
otherwise, shall exclude Hong Kong, the Macau Special
Administrative Region and Taiwan
“Property Company” (Beijing Long Ze Yuan
Property Company Limited*), a limited liability
company established under the laws of the PRC and the
equity interest of which is held as to 80% indirectly by
the Company and as to 20% indirectly by the Target
Company
“Property Project” the property project located at
10 • (Ocean Office Park, 10 Jintong
Road West, Chaoyang District, Beijing, PRC*), the PRC
which is held by the Property Company
“Purchaser” Sino-Ocean Land (Hong Kong) Limited, a company
incorporated with limited liability under the Companies
Ordinance (Chapter 32 of the Laws of Hong Kong)
which is a wholly-owned subsidiary of the Company
“RMB” Renminbi, the lawful currency of the PRC
“Shareholder(s)” shareholder(s) of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” having the meaning ascribed to such term in the Listing
Rules
“Target Company” Cityshine Holdings Limited, a company incorporated
under the laws of the British Virgin Islands, the entire
issued share capital of which is held by the Vendor
—6—“Transaction” the sale and purchase of the entire issued share capital
of the Target Company contemplated under the
Agreement
“Vendor” Liu Ping
“%” per cent.
* For identification purpose only.
For the purposes of this announcement, the exchange rate of RMB1 = HK$1.14 has
been used, where applicable, for purpose of illustration only and does not constitute
a representation that any amounts has been, could have been or may be exchanged
at any particular rate on the date or dates in question or any other date.
By Order of the Board
Sino-Ocean Land Holdings Limited
Li Jianhong
Chairman
Hong Kong, 29 December 2009
As at the date of this announcement, the Board comprises two executive directors of the Company,
namely, Mr. Li Ming (Chief Executive Officer) and Mr. Chen Runfu; four non-executive directors of
the Company, namely, Mr. Li Jianhong (Chairman), Mr. Luo Dongjiang (Vice Chairman), Mr. Liang
Yanfeng and Mr. Yin Yingneng Richard; and four independent non-executive directors of the Company,
namely, Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang.
—7—
R2.14
LTN20091229534.pdf