COASTAL GREENLAND 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.
沿海綠色家園有限公司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 1124)On 15 April 2016 (after trading hours of the Stock Exchange), the Company and Coastal Realty, a wholly-owned subsidiary of the Company, as guarantors, separately entered into the Guarantee Agreements with the Lender to facilitate the granting of the Loan Facility by the Lender to Chongqing Yanke, an associate owned by the Company as to 35% of its equity interests. The principal amount of the Loan Facility is RMB250 million (equivalent to approximately HK$300 million). Each of the Company and Coastal Realty will severally guarantee 100% of the liabilities of Chongqing Yanke under the Loan Agreement.
The entering into of the Guarantee Agreements and the transactions contemplated thereunder constitute a major transaction on the part of the Company under Chapter 14 of the Listing Rules and are subject to the announcement and the Shareholders' approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders have any material interest in the Guarantees or are required to abstain from voting at a special general meeting of the Company to approve the Guarantee Agreements and the transactions contemplated thereunder.
A circular containing details of the Guarantees, the notice convening the SGM and other information required under the Listing Rules is expected to be despatched to the Shareholders on or before 10 May 2016, so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular.
On 15 April 2016 (after trading hours of the Stock Exchange), Chongqing Yanke and the Lender entered into the Loan Agreement, pursuant to which the Lender has conditionally agreed to grant the Loan Facility in the principal amount of RMB250 million (equivalent to approximately HK$300 million) to Chongqing Yanke. Pursuant to the Loan Agreement, one of the conditions precedent to the draw down of the Loan Facility by Chongqing Yanke is the provision of guarantee by each of the Company and Coastal Realty. On 15 April 2016 (after trading hours of the Stock Exchange), the Company and Coastal Realty, as guarantors, separately entered into the Guarantee Agreements with the Lender to facilitate the granting of the Loan Facility by the Lender to Chongqing Yanke. Pursuant to the Guarantee Agreements, each of the Company and Coastal Realty will severally guarantee 100% of the liabilities of Chongqing Yanke under the Loan Agreement.
Principal terms of the Loan AgreementDate: 15 April 2016 (after trading hours of the Stock Exchange)
Parties:
Lender Heyi Asset Management Company Limited
Borrower Chongqing Yanke
Principal amount of the Loan Facility: RMB250 million (equivalent to approximately HK$300
million)
Interest: 10.5% per annum, payable every three months in arrears from the draw down of the Loan Facility
Repayment: RMB50 million (equivalent to approximately HK$60 million) of the principal amount of the Loan Facility shall be repaid on the date falling 6 months from the draw down of the Loan Facility.
The balance of the principal amount of the Loan Facility shall be repaid on the date falling 2 years from the date of the Loan Agreement.
Security: The Loan Facility shall be secured by:
pledge of certain assets of Chongqing Yanke, including construction in progress and relevant receivables;
pledge of the entire equity interests in Chongqing Yanke held by CBUSPD and the Company; and
Principle terms of the Guaranteesthe Guarantees
Guarantee Heyi Asset Management Company Limited
Guarantors the Company (pursuant to Guarantee Agreement A) Coastal Realty (pursuant to Guarantee Agreement B)
Date: 15 April 2016 (after trading hours of the Stock Exchange)
Parties:
Guarantee period: The Guarantees shall become effective from the date of the Loan Agreement and expire 2 years from the repayment due date of the Loan Facility under the Loan Agreement, and the Guarantees shall cease upon Chongqing Yanke has duly fulfilled its obligations under the Loan Agreement
Guarantee amount: RMB250 million (equivalent to approximately HK$300 million)
The Company and Coastal Realty will severally guarantee 100% of the liabilities of Chongqing Yanke under the Loan Agreement. The principal amount of the Loan Facility is RMB250 million (equivalent to approximately HK$300 million). The maximum exposure to liabilities guaranteed by the Company and Coastal Realty (being an aggregate amount of principal and interest payable under the Loan Agreement) is estimated to be approximately RMB295 million (equivalent to approximately HK$354 million).
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiry, the Lender, CBUSPD and their respective ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.
Neither the Company nor Coastal Realty will receive any fee or commission from the provision of Guarantees under the Guarantee Agreements.
Guarantee Agreements are conditional upon the passing by the Shareholders at a special general meeting of the Company of the ordinary resolution(s) to approve Guarantee Agreements and the transactions contemplated thereunder.
The Directors consider that the provision of the Guarantees by the Company and Coastal Realty will facilitate Chongqing Yanke to obtain the Loan Facility which enables timely progression of the construction projects undertaken by Chongqing Yanke. Despite that the guarantees provided by the Company and Coastal Realty represent 100% of the liabilities of Chongqing Yanke under the Loan Agreement which is not in proportion to the Company's equity interests in Chongqing Yanke, having considered that (i) the terms of the Guarantee Agreements are determined after arms' length negotiations; (ii) the Loan Facility shall also be secured by pledge of certain assets of Chongqing Yanke and pledge of the entire equity interests in Chongqing Yanke held by CBUSPD and the Company; (iii) the Loan Facility would enable timely progression of the construction projects undertaken by Chongqing Yanke which could have positive impacts on the returns to the Group through its equity interests in Chongqing Yanke; and (iv) financial return to the Group as the Group is the project manager of Chongqing Yanke and will receive project management service fee from the construction projects, the Directors are of the view that the terms and conditions of the Guarantees are fair and reasonable and are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.
The Company is principally engaged in investment holding. The principal activities of the subsidiaries of the Company comprise property development, property investment, provision of property management services, project management and project investment services.
Coastal Realty is a company established in the PRC with limited liability. It is a wholly-owned subsidiary of the Company and is principally engaged in investment holding.
The Lender is a company established in the PRC with limited liability. It is principally engaged in assets management and consultancy services.
CBUSPD is a company established in the PRC with limited liability. It is principally engaged in project investment and related services.
Chongqing Yanke is an associate owned as to 35% by the Company and as to 65% by CBUSPD. Chongqing Yanke is principally engaged in a residential property development project in Beipei District, Chongqing, the PRC.
The entering into of the Guarantee Agreements and the transactions contemplated thereunder constitute a major transaction on the part of the Company under Chapter 14 of the Listing Rules and are subject to the announcement and the Shareholders' approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders have any material interest in the Guarantees or are required to abstain from voting at a special general meeting of the Company to approve the Guarantee Agreements and the transactions contemplated thereunder.
A circular containing details of the Guarantees, the notice convening the SGM and other information required under the Listing Rules is expected to be despatched to the Shareholders on or before 10 May 2016, so as to allow sufficient time for the preparation of the relevant information for inclusion in the Circular.
In this announcement, the following expressions shall, unless the context otherwise requires, have the following meanings:
"Board" the board of Directors
"CBUSPD" 重慶市北碚大學科技園發展有限公司 (Chongqing Beibei University
Science Park Development Company Limited**), a company established in the PRC with limited liability, which owns 65% equity interests in Chongqing Yanke
"Chongqing Yanke" 重慶市沿科實業有限公司 (Chongqing Yanke Enterprises Co.,
Ltd.**), a company established in the PRC with limited liability and an associate owned as to 35% by the Company
"Coastal Realty" 沿海地產投資（中國）有限公司 (Coastal Realty Investment (China)
Limited**), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company
"Company" Coastal Greenland Limited, a company incorporated in Bermuda
with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange with stock code 1124
Coastal Greenland Limited issued this content on 15 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 April 2016 12:14:01 UTC
Original Document: http://www.irasia.com/listco/hk/coastal/announcement/a157942-e_01124ann_20160415.pdf
