BEIJING CAPITAL LAND LTD. 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.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2868)The Board is pleased to announce that the Company and IFC entered into the Equity Transfer Agreement with ZHC Fund and CYH on 25 December 2015. Pursuant to the Equity Transfer Agreement, the Vendors agreed to dispose of and the Purchasers agreed to acquire 100% equity interests in Central Plaza Xinrong at a consideration of RMB624,400,000. The Purchasers further agreed to repay the Shareholders' Loan in the amount of RMB472,378,591.31 to the Vendors.
As one or more than one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) exceed 5% but are all less than 25%, the transaction constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirement under Chapter 14 of the Listing Rules.
The Board is pleased to announce that the Company and IFC entered into the Equity Transfer Agreement with ZHC Fund and CYH on 25 December 2015. Pursuant to the Equity Transfer Agreement, the Vendors agreed to dispose of and the Purchasers agreed to acquire 100% equity interests in Central Plaza Xinrong at a consideration of RMB624,400,000. The Purchasers further agreed to repay the Shareholders' Loan in the amount of RMB472,378,591.31 to the Vendors.
(2) ZHC Fund and CYH as the purchasers
As at the date of this announcement:
ZHC Fund is held as to 2.7%, 13.51% and 83.79% equity interests by CYH as a general partner and Ruiyuan Zhonghe and Tonghua Qiangyu as limited partners respectively;
Tonghua Qiangyu is directly-held as to 40% equity interests by the Company and CYH is a wholly-owned subsidiary of Tonghua Qiangyu;
Ruiyuan Zhonghe is indirectly-held as to 40% equity interests by the Company; and
Each of ZHC Fund, CYH, Tonghua Qiangyu and Ruiyuan Zhonghe is classified as a joint venture of the Company.
Save for disclosed above, to the best of the Directors' knowledge, information and belief, after making all reasonable enquiries, the Purchasers and its ultimate beneficial owner are independent third parties not connected with the Company and its connected persons.
Assets to be disposed of: 100% equity interests in Central Plaza Xinrong
Consideration: RMB624,400,000
RMB550,550,000 shall be settled by the Purchasers to Vendors before 30 December 2015 and the remaining RMB73,850,000 shall be settled on or before 30 April 2016.
Pursuant to the Equity Transfer Agreement, the Purchasers further agreed to repay the Shareholders' Loan in the amount of RMB472,378,591.31 to the Vendors on or before 30 April 2016.
The consideration was based on the base price of open offer through Beijing Equity Exchange (北京產權交易所), taking into consideration of the equity valuation of Central Plaza Xinrong amounted to approximately RMB524,407,000 as at 31 August 2015 prepared by Beijing Pan- China Assets Appraisal Co. Ltd. (北京天健興業資產評估有限公司).
Completion
The Disposal will be completed on the date when the transfer procedures of both parties are completed.
INFORMATION OF CENTRAL PLAZA XINRONGCentral Plaza Xinrong is a limited liability company established under the laws of the PRC on 25 June 2008 and is principally engaged in hotel management. Central Plaza Xinrong holds the property of Holiday Inn Central Plaza Beijing, which is located in Xicheng District, Beijing. As at the date of the announcement, Central Plaza Xinrong is held as to 75% and 25% equity interests by the Company and IFC respectively.
For each of the two years ended 31 December 2013 and 2014, the audited loss before and after tax of Central Plaza Xinrong were as follows:
For the year ended 31 December | 2013 (RMB'000) | 2014 (RMB'000) |
Loss (before tax and after tax) | 25,266 | 15,217 |
The audited net asset value of Central Plaza Xinrong as at 31 August 2015 was approximately RMB(144,464,000).
Upon the completion of Disposal, Central Plaza Xinrong will be held as to 0.1% and 99.9% equity interests by CYH and ZHC Fund respectively and will be ceased to be a subsidiary but a joint venture of the Company.
It is the current intention of the Company that the proceeds arising from the Disposal shall be used by the Company as general working capital. It is expected the Company will record an unaudited gain of approximately RMB399,270,000 from the disposal.
The Company is a joint stock company incorporated in the PRC with limited liability, whose H shares are listed on the Main Board of the Stock Exchange (Stock Code: 2868). The Group is a large property developer in the PRC, focusing primarily on developing and investing in commercial properties, outlets-backed integrated properties and medium to high-end residential properties, operation of hotels, property consulting services and investment holding.
IFC is a company incorporated under the laws of BVI with limited liability and a wholly-owned subsidiary of the Company. The principal activity of IFC is investment holding.
ZHC FundZHC Fund is a limited partnership established under the laws of the PRC and a joint venture of the Company. The principal activity of ZHC Fund is equity investment. As at the date of this announcement, ZHC Fund is held as to 2.7%, 13.51% and 83.79% equity interests by CYH as a general partner and Ruiyuan Zhonghe and Tonghua Qiangyu as limited partners respectively.
Tonghua Qiangyu is a limited liability company established under the laws of the PRC and a limited partner of ZHC Fund. The principal activity of Tonghua Qiangyu is investments management. As at the date of this announcement, Tonghua Qiangyu is directly-held as to 40% and 60% equity interests by the Company and Independent Third Parties respectively.
CYH is a limited liability company established under the laws of the PRC and a general partner of ZHC Fund. The principal activities of CYH are project investments and investments management. As at the date of this announcement, CYH is a wholly-owned subsidiary of Tonghua Qiangyu.
Ruiyuan Zhonghe is a limited liability company established under the laws of the PRC and a limited partner of ZHC Fund. The principal activities of Ruiyuan Zhonghe are project investments and investments management. As at the date of this announcement, Ruiyuan Zhonghe is indirectly-held as to 40% and 60% equity interests by the Company and Independent Third Parties respectively.
The Directors consider that the Disposal will facilitate to speed up the turnover cycle of the Group's non-core assets, realize the gain from property appreciation, increase liquidity, which allow the Group to focus in its core businesses and optimize the asset structure of the Company as well as enhancing the revenue.
The Directors are of the view that the Equity Transfer Agreement was entered into on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and its shareholders as a whole.
As one or more than one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) exceed 5% but are all less than 25%, the transaction constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirement under Chapter 14 of the Listing Rules.
Beijing Capital Land Limited issued this content on 2015-12-28 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-28 16:22:19 UTC
Original Document: http://www.bjcapitalland.com.cn/en//upload/contents/2015/12//o_1a7kejdcn11m1au91hs613mm6mob.pdf
