ASIA RESOURCES 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.
(incorporated in Bermuda with limited liability)
(Stock Code: 899)Reference is made to the announcements of the Company dated 24 June 2014, 15 April 2015 and 15 May 2015 in relation to the First Acquisition Agreement and the Second Acquisition Agreement respectively regarding the purchase of certain properties located in Jinma Creative Industry Park (formerly known as 'Kingma Information Logistics Park').
In addition to the First Acquisition Agreement and the Second Acquisition Agreement, the Board is pleased to announce that on 10 November 2015 (after trading hours of the Stock Exchange), the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the Third Acquisition Agreement with the Vendor in relation to the Third Acquisition, pursuant to which the Purchaser has agreed to purchase and the Vendor has agreed to sell the Property for an initial Consideration of RMB101,628,955 (equivalent to approximately HK$121,954,746) (subject to adjustments).
The transactions contemplated under the Acquisition Agreements are aggregated on the basis that all the First Acquisition Agreement, the Second Acquisition Agreement and the Third Acquisition Agreement are in relation to the acquisition of properties located in Jinma Creative Industry Park by the Purchaser from the Vendor and thus shall be aggregated pursuant to Rule 14.22 of the Listing Rules.
As the applicable percentage ratio(s) (as defined under the Listing Rules) in respect of the Aggregated Acquisitions are more than 5% but less than 25%, the Aggregated Acquisitions constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules. The Third Acquisition is subject to the reporting and announcement requirements but exempted from shareholders' approval requirement under Chapter 14 of the Listing Rules.
Reference is made to the announcements of the Company dated 24 June 2014, 15 April 2015 and 15 May 2015 in relation to the First Acquisition Agreement and the Second Acquisition Agreement respectively regarding the purchase of certain properties located in Jinma Creative Industry Park (formerly known as 'Kingma Information Logistics Park').
In addition to the First Acquisition Agreement and the Second Acquisition Agreement, the Board is pleased to announce that on 10 November 2015 (after trading hours of the Stock Exchange), the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the Third Acquisition Agreement with the Vendor in relation to the Third Acquisition, pursuant to which the Purchaser has agreed to purchase and the Vendor has agreed to sell the Property for an initial Consideration of RMB101,628,955 (equivalent to approximately HK$121,954,746) (subject to adjustments).
The transactions contemplated under the Acquisition Agreements are aggregated on the basis that all the First Acquisition Agreement, the Second Acquisition Agreement and the Third Acquisition Agreement are in relation to the acquisition of properties located in Jinma Creative Industry Park by the Purchaser from the Vendor and thus shall be aggregated pursuant to Rule 14.22 of the Listing Rules.
The principal terms of the Third Acquisition Agreement are summarized below.
THE THIRD ACQUISITION AGREEMENTShengyi Information Consulting (Shenzhen) Co., Ltd.# (晟 奕信息諮詢（深圳）有限公司), an indirect wholly-owned subsidiary of the Company
(2) Vendor: ISH Yanbao Logistics (Shenzhen) Co. Ltd.# (綜合信興 鹽保物流（深圳）有限公司)
The Vendor is a company established in the PRC and is principally engaged in property development. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owner(s) is an Independent Third Party.
Pursuant to the Third Acquisition Agreement, the Purchaser has agreed to purchase and the Vendor has agreed to sell the Property.
The Property, being a single-storey reinforced concrete building designated for office and storage uses with a gross floor area of approximately 4,957 square metres (the 'Agreed Area'), is the Block 2 of Jinma Creative Industry Park which is situated at depot No. 2, 3rd Road and Shenyan Road Intersect, Inner Logistic Park, Yantian Bonded Area, Yantian District, Shenzhen City, the PRC.
Jinma Creative Industry Park is a comprehensive storage, research and development and commercial development, comprising four 9-storey (excluding a single-storey basement car park) composite buildings and one single-storey office and storage reinforced concrete building with a gross floor area of approximately 69,000 square metres. As at the date of this announcement, the construction of Jinma Creative Industry Park has been completed and all necessary approvals and certificates in relation to the construction have been obtained and the completion inspection has been passed.
According to a Land Use Rights Transfer Agreement known as Shen De He Zi (2007) No. 0096 (深地合字(2007) 0096號) dated 26 June 2007 and entered into between the Vendor and the Bureau of Land and Resources of Shenzhen, the land use rights of the land on which Jinma Creative Industry Park developed thereon, comprising a gross floor area of approximately 24,000 square metres, have been granted to the Vendor for a term of 50 years for storage use ending on 29 June 2057.
As at 31 October 2015, the Property was valued by an independent professional valuer at approximately RMB119,000,000 (equivalent to approximately HK$142,800,000) on a market value basis assuming the building ownership certificate and all relevant legal title documents of the Property have been obtained and the Property is freely transferable on the market. The Company is advised by its PRC legal adviser that there are no foreseeable legal impediments for obtaining the aforementioned documents by the Vendor.
The initial Consideration for the Third Acquisition is RMB101,628,955 (equivalent to approximately HK$121,954,746) (subject to adjustments), being the Agreed Area multiplied by RMB20,500 (equivalent to approximately HK$24,600) per square metre (the 'Unit Price'), and shall be payable by the Purchaser in the following manner:
as to RMB100,000,000 (equivalent to HK$120,000,000) as refundable deposit to be payable within ninety (90) Business Days after the signing of the Third Acquisition Agreement; and
the remaining balance of RMB1,628,955 (equivalent to approximately HK$1,954,746) to be payable within thirty (30) day after the date on which the Property has been registered under the name of the Purchaser.
In the event that (a) the Purchaser defaults in payment of the Consideration but such default is rectified before the expiry of a ninety (90) day period commencing from such due date; or
(b) the Purchaser defaults in payment of the Consideration with the due and unpaid amount of the Consideration represents less than one-fifth of the total amount of the Consideration and such default is only rectified after the expiry of such ninety (90) day period, a default payment at a rate of 0.03% per day on such due and unpaid amount of the Consideration shall be payable by the Purchaser to the Vendor from the next day after the due date until full payment thereof.
If the Purchaser defaults in payment of the Consideration and such default is not rectified before the expiry of a ninety (90) day period commencing from the due date, and the due and unpaid amount of the Consideration represents one-fifth of the total amount of the Consideration or more, the Vendor may elect to request the Purchaser to make full payment of the Consideration or request to terminate the Third Acquisition Agreement within half year from the due date. If the Third Acquisition Agreement is terminated, the Purchaser shall pay to the Vendor a sum representing 10% of the Consideration actually paid by the Purchaser as default payment and the Vendor shall refund all the Consideration actually paid by the Purchaser. Alternatively, if the Purchaser is willing to perform the Third Acquisition
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