SHIMAO GROUP 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.
SHIMAO PROPERTY HOLDINGS LIMITED世 茂 房 地 產 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 813) OVERSEAS REGULATORY ANNOUNCEMENT
The Board of the Company wishes to announce that on 16 February 2015, the board of directors of Shanghai Shimao (which is a listed subsidiary of the Company) approved the proposal of non-public issue of not more than 107,142,857 New A Shares to a fixed number of investors. The Issue Proposal is conditional upon the fulfilment of the precedent conditions set out in the section headed "Conditions of Issue Proposal".
This announcement is made pursuant to Rule 13.10B of the Listing Rules.
The Board of the Company wishes to announce that on 16 February 2015, the board of directors of Shanghai Shimao approved the proposal of non-public issue of not more than 107,142,857
New A Shares to a fixed number of investors. The Issue Proposal is conditional upon the fulfilment of the precedent conditions set out in the section headed "Conditions of Issue Proposal".
The shares proposed to be issued are PRC domestically-listed Renminbi ordinary shares (A Shares), with a nominal value of RMB1.00 per share.
Issue PriceThe issue price will not be lower than RMB14.00 per share. The price determination date of the Issue Proposal is 17 February 2015. The issue price will not be lower than 90% of the average trading price of A Share for the 20 trading days preceding the price determination date, i.e. RMB12.80 per share.
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Upon the grant of approval from CSRC in respect of the Issue Proposal, issue price will be determined by the board of directors of Shanghai Shimao and its sponsor (the lead underwriter) by way of bidding. The issue price is subject to adjustment for any ex-right or ex-dividend events of Shanghai Shimao, including dividend payment, issue of bonus shares and conversion of capital reserve into share capital during the period from price determination date to the issuance date.
Number of shares to be issuedNot more than 107,142,857 New A Shares will be issued. The number of shares to be issued is subject to adjustment for any ex-right and ex-dividend events of Shanghai Shimao, including dividend payment, issue of bonus shares and conversion of capital reserve into share capital during the period from price determination date to the issuance date. Subject to the maximum number as specified above, the final number of shares to be issued will be determined by the board of directors of Shanghai Shimao (with authorization from its general meeting) jointly with its sponsor (the lead underwriter) according to the actual condition.
Target allottees
The number of target allottees of the Issue Proposal will not be more than 10 designated investors. Target allottees include securities investment fund management companies, securities firms, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (including accounts owned or investment products account managed by the above mentioned investors), other domestic legal person investors and natural persons.
Target allottees of the Issue Proposal will be independent third parties. Shanghai Shimao will not issue any New A Shares to any connected persons (as defined under the Listing Rules) of the Company under the Issue Proposal. As at the date of this announcement, target allottees have not been identified.
The subscription price of the New A Shares shall be paid in cash.
Lock-up periodNew A Shares will be subject to a lock-up period of 12 months, from the date of the completion of the issue.
Place of listingAfter the expiration of the lock-up period, Shanghai Shimao will apply to the relevant authorities for the listing of the New A Shares on the Shanghai Stock Exchange.
Use of proceedsFund raised from the Issue Proposal will not exceed RMB1.5 billion and after deduction of issuance expenses will be entirely used for the development of three projects of Shanghai Shimao, namely, Qingdao Shimao International Plaza Phase 2, Jinan Shimao International Plaza South Zone Phase 3 and Shanghai Tianmashan Phase 3.
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Conditions of Issue Proposal
The Issue Proposal is conditional upon being considered and obtaining the approval on the general meeting of Shanghai Shimao and obtaining the approval from CSRC.
As at the date of this announcement, the completion date of the Issue Proposal is not determined.
Upon the completion of the Issue Proposal, the net asset value of Shanghai Shimao will increase while its liabilities will drop, bringing a more reasonable financial cost. As such, its risk-resistance ability and continuous profitability will be enhanced. The Company considers that Issue Proposal is in the interests of Shanghai Shimao and the Group as a whole.
The interest in Shanghai Shimao held by the Company
The Company is the Controlling Shareholder of Shanghai Shimao. As at the date of this announcement, the Company indirectly owned a 64.12% interest in Shanghai Shimao.
After the completion of the Issue Proposal, the equity interest in Shanghai Shimao indirectly owned by the Company will be reduced to not lower than 58.75% from approximately 64.12%, and as such the Company will remain to be the Controlling Shareholder of Shanghai Shimao.
Since the proceeds raised from the Issue Proposal by Shanghai Shimao will not exceed RMB1.5 billion and the New A Shares to be issued will not exceed 107,142,857 Shares, representing not more than 5% of the applicable percentage ratio (as defined in the Listing Rules) under the Listing Rules, the Issue Proposal does not constitute a discloseable transaction of the Company.
This announcement is made pursuant to Rule 13.10B of the Listing Rules.
In this announcement, unless the context otherwise requires, the following expressions shall have the meanings set out below:
"A Share(s)" | Ordinary share(s) of nominal value of RMB1.00 in the share capital of Shanghai Shimao |
"Board" | the board of Directors |
"Company" | Shimao Property Holdings Limited, a company incorporated under the laws of the Cayman Islands, the issued shares of which are listed on the Stock Exchange |
"Controlling Shareholder" | has the meaning ascribed to such term in Rule 1.01 of the Listing Rules |
"CSRC" | the China Securities and Regulatory Commission of the PRC |
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"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the People's Republic of China |
"Issue Price" | Not lower than RMB14.00 per New A Share |
"Issue Proposal" | The proposal of non-public issue by Shanghai Shimao of not more than 107,142,857 additional A Shares to a fixed number of investors |
"Listing Rules" | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
"New A Shares" | not more than 107,142,857 additional A Shares to be issued pursuant to the terms of the Issue Proposal |
"PRC" | The People's Republic of China |
"RMB" | Renminbi, the lawful currency of the PRC |
"Shanghai Shimao" | Shanghai Shimao Co., Ltd., a company established in the PRC with its shares listed on the Shanghai Stock Exchange (stock code: 600823) and being a 64.12%-owned subsidiary of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
On behalf of the Board Shimao Property Holdings Limited Hui Wing Mau
Chairman
Hong Kong, 16 February 2015
As at the date of this announcement, the Board of the Company comprises five executive directors, namely, Mr. Hui Wing Mau (Chairman), Mr. Hui Sai Tan, Jason (Vice Chairman), Mr. Xu Younong, Ms. Tang Fei and Mr. Liao Lujiang; one non-executive director, namely, Mr. Liu Sai Fei; and three independent non-executive directors, namely, Ms. Kan Lai Kuen, Alice, Mr. Lu Hong Bing and Mr. Lam Ching Kam.
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