CHINA SANDI 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.
CHINA SANDI HOLDINGS LIMITED
中 國 三 迪 控 股 有 限 公 司
(incorporated in Bermuda with limited liability)
(Stock Code: 00910)
INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING ON STRATEGIC COOPERATION
This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong).
The Board is pleased to announce that on 2 April 2015 (after trading hours), the Subsidiary, a wholly-owned subsidiary of the Company, and Shanghai Zhong Zhan entered into the Strategic Cooperation MOU in respect of property investment and development in Eastern China, the PRC.
As the Strategic Cooperation may or may not be materialised, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong).
The Board is pleased to announce that on 2 April 2015 (after trading hours), the Subsidiary, a wholly-owned subsidiary of the Company, and Shanghai Zhong Zhan entered into the Strategic Cooperation MOU in respect of property investment and development in Eastern China, the PRC (the ''Strategic Cooperation'').
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THE STRATEGIC COOPERATION MEMORANDUM OF UNDERSTANDING Date : 2 April 2015 (after trading hours)
Parties : (1) the Subsidiary
(2) Shanghai Zhong Zhan
Principal terms of the Strategic Cooperation MOU
Subject to the entering into the definitive agreement (the ''Definitive Agreement''), the parties to the Strategic Cooperation MOU shall use their best endeavors to look for hotel, elderly care related or tourism related property investment and development opportunities in Eastern China for one year from the date of the MOU or such later date as the parties may mutually agree.
During the term of the Strategic Cooperation MOU, the hotel, elderly care related or tourism related property investment and development opportunities in Eastern China located or secured by the Subsidiary or Shanghai Zhong Zhan will be subject to the first right of refusal to be exercised by the parties respectively for the purpose of the Strategic Cooperation. In the event that the parties fail to enter into the Definitive Agreement within the prescribed time stipulated under the Strategic Cooperation MOU, the party located or secured such opportunity may proceed with the relevant investment on its own or cooperate with another third party.
The Strategic Cooperation MOU was intended to record the preliminary mutual understanding between the parties to the Strategic Cooperation MOU for further negotiations in relation to the Strategic Cooperation and was not intended to be legally binding on the relevant parties (save for the provisions relating to confidentiality, governing law and the aforesaid first right of refusal).
INFORMATION ABOUT SHANGHAI ZHONG ZHAN
Shanghai Zhong Zhan is a company established in the PRC and is principally engaged in investment holding, property holding and property development. Shanghai Zhong Zhan is
owned as to 60% by 趙劍偉 (Mr. Zhao Jian Wei*) and 40% by 林飛雨 (Mr. Lin Feiyu*).
To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, Shanghai Zhong Zhan and its ultimate beneficial owners are Independent Third Parties of the Company.
GENERAL
The Group has positioned property investment and property development as its core businesses. The Directors consider the entering into of the Strategic Cooperation MOU is in the interests of the Company and the Shareholders as a whole as the transactions contemplated under the Strategic Cooperation MOU, if materialised, are expected to further expand the business operations of the Group in the PRC, which is consistent with the Company's strategy to enter into the property development business in the PRC.
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The Strategic Cooperation MOU may or may not lead to the entering into of the Definitive Agreement and the transactions contemplated thereunder may or may not be consummated. The Company will make further announcement(s) as and when appropriate and comply with all other applicable requirements under the Listing Rules.
As the Strategic Cooperation may or may not be materialised, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:
''Board'' the board of Directors
''Company'' China Sandi Holdings Limited, a company incorporated under the laws of Bermuda with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange
''Director(s)'' director(s) of the Company
''Group'' the Company and its subsidiaries
''Hong Kong'' the Hong Kong Special Administrative Region of the PRC
''Independent Third
Party(ies)''
any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and connected persons (as defined under the Listing Rules) of the Company
''Listing Rules'' the Rules Governing the Listing of Securities on the Stock
Exchange
''PRC'' the People's Republic of China, which for the purpose of this announcement only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
''RMB'' Renminbi, the lawful currency of the PRC
''Shanghai Zhong Zhan'' 上海中展實業投資有限公司 (Shanghai Zhong Zhan Industrial Investment Co., Ltd.*) established under the laws of the PRC with limited liability and with a registered capital of RMB50,000,000
''Share(s)'' ordinary share(s) of HK$0.01 each in the capital of the
Company
''Shareholder(s)'' the holder(s) of Shares
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''Stock Exchange'' The Stock Exchange of Hong Kong Limited
''Strategic Cooperation
MOU''
the strategic cooperation memorandum of understanding dated 2 April 2015 entered into between the Subsidiary and Shanghai Zhong Zhan
''Subsidiary'' World Power Group Holdings Limited, a company incorporated under the laws of Hong Kong with limited liability and is wholly owned by the Company
''HK$'' Hong Kong dollars, the lawful currency of Hong Kong
By order of the Board China Sandi Holdings Limited Guo Jiadi
Chairman
Hong Kong, 2 April 2015
As at the date of this announcement, the Board comprises Mr. Guo Jiadi, Ms. Amika Lan E Guo and Mr. Lin Jianbin, being the executive Directors; Mr. Chi Chi Hung, Kenneth, being the non-executive Director; and Dr. Wong Yun Kuen, Mr. Chan Yee Ping, Michael, Mr. Yu Pak Yan, Peter, Mr. Zheng Jinyun and Mr. Zheng Yurui, being the independent non- executive Directors.
* The English transliteration of the Chinese name(s) in this announcement, where indicated, is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).
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