SINO-OCEAN GROUP HOLDING 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.
Reference is made to the Announcement in relation to the First Agreement.
The Board is pleased to announce that on 31 October 2014, the Vendor and the Purchaser (an indirect wholly-owned subsidiary of the Company) entered into the Agreement, pursuant to which, among other things, the Vendor agreed to sell and the Purchaser agreed to purchase 24.5% issued share capital of Poly Link (an indirect non-wholly owned subsidiary of the Company) and the Shareholder 's Loan.
As at the date of this announcement, Poly Link is held as to 75.5% and 24.5% by the Purchaser and the Vendor, respectively. Upon Completion, Poly Link will become an indirect wholly-owned subsidiary of the Company.
Since the Agreement was signed within 12 months of the First Agreement (which was disclosed in the Announcement) and both agreements involve the acquisition by the Purchaser of Poly Link, they are therefore required to be aggregated pursuant to the Listing Rules. Since one or more of the applicable percentage ratios in respect of the transactions contemplated under the Agreements, on an aggregated basis, exceed 5% but are less than 25%, such transactions constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to announcement and reporting requirements.
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As at the date of this announcement, the Vendor holds 24.5% issued share capital of Poly Link, an indirect non-wholly owned subsidiary of the Company. Therefore, the Vendor is the Company's connected person at the subsidiary level and the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, the Agreement as a connected transaction of the Company is only subject to the reporting and announcement requirements, and is exempt from the circular, independent financial advice and independent shareholders' approval requirements.
Reference is made to the Announcement in relation to the First Agreement.
The Board is pleased to announce that on 31 October 2014, the Vendor and the Purchaser (an indirect wholly-owned subsidiary of the Company) entered into the Agreement, pursuant to which, among other things, the Vendor agreed to sell and the Purchaser agreed to purchase 24.5% issued share capital of Poly Link (an indirect non-wholly owned subsidiary of the Company) and the Shareholder 's Loan.
As at the date of this announcement, Poly Link is held as to 75.5% and 24.5% by the Purchaser and the Vendor, respectively. Upon Completion, Poly Link will become an indirect wholly-owned subsidiary of the Company.
The principal terms of the Agreement are as follows:
Date : 31 October 2014 Parties : (i) The Vendor, as vendor(ii) The Purchaser, as purchaser
Assets to be acquired : (i) 24.5% issued share capital of Poly Link
(ii) the Shareholder 's Loan
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: The total consideration payable by the Purchaser to the Vendor under the Agreement is the equivalent of RMB1,090,000,000 in US$ (approximately US$177,500,000), inclusive of the consideration of the assignment of the Shareholder 's Loan and upon payment of which the Vendor and its associates no longer holds any rights or claims to the Shareholder 's Loan.
As the Purchaser previously provided the Earnest Monies to the Vendor, the parties agreed that the Earnest Monies and the Security Deposit shall be set off against the consideration payable and the Purchaser shall deposit the outstanding amount of the consideration, being approximately US$6,500,000 (equivalent to approximately RMB39,900,000) to the Vendor 's designated bank account on or before 7
November 2014.
The total consideration was determined with reference to the Group's internal valuation of the Target Project and the net asset value of Poly Link based on its management accounts as at 31 December 2013. The consideration will be funded from internal resources of the Group.
Completion is conditional upon each of the following conditions precedent having been fulfilled to the satisfaction of the Purchaser or waived by the Purchaser in writing:
(a) all representations, warranties and undertakings made under the Agreement shall remain true and accurate in all material respects from the date of the Agreement and up to (and including) the date of Completion;
(b) the Vendor having delivered the closing documents pursuant to the Agreement to the Purchaser on the date of Completion; and
(c) Completion is not restricted, prohibited or otherwise prevented by any applicable law (including any order, injunction or judgment from any court or other governmental agencies).
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The parties shall agree to use reasonable endeavours to procure fulfilment of the conditions precedent to Completion as soon as possible and no later than 31
December 2014.
Completion of the Agreement will take place on the third working day following the date on which all conditions precedent under the Agreement as mentioned above are fulfilled or waived or such other date as the parties may agree.
As at the date of this announcement, Poly Link is held as to 75.5% and 24.5% by the Purchaser and the Vendor, respectively. Upon Completion, Poly Link will become an indirect wholly-owned subsidiary of the Company. The Group will then gain full control of the Target Project, which will improve the management and operational efficiency of the Group in implementing business decisions and developing strategies and enhancing the competitiveness of the Group.
DIRECTORS' CONFIRMATION
The Directors (including the independent non-executive Directors) are of the view that the Agreement have been entered into on normal commercial terms that are fair and reasonable and is in the interests of the Company and its shareholders as a whole.
None of the Directors has a material interest in the Agreement or is required to abstain from voting from such board resolutions.
Poly Link is a company incorporated under the laws of the British Virgin Islands with limited liability. As at the date of this announcement, Poly Link is an indirect non-wholly owned subsidiary of the Company and is held as to 75.5% and 24.5% by the Purchaser and the Vendor, respectively. Poly Link is an investment holding company that indirectly holds 100% equity interest in the Project Companies through Moral Wealth and Sky Charter. Each of Moral Wealth and Sky Charter is an investment holding company and a wholly-owned subsidiary of Poly Link. The Project Companies are the developers of the Target Project.
To the best of the Company's knowledge and after making reasonable enquiries, the Vendor acquired 24.5% of the issued share capital in Poly Link on 31 December 2010 at the original acquisition cost of approximately RMB923 million.
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Upon Completion, the Group will effectively acquire from the Vendor its 24.5%
indirect interest in the Target Project held through Poly Link.
Details of the Target Project are set out below:
HZCC(2007)73, Daguan Road,
Gongshu District,
Hangzhou
Commercial and residential
property
development project
Approximately
937,000 square metres
Based on the unaudited consolidated accounts of the Poly Link Group prepared in accordance with the generally accepted accounting principles in Hong Kong, the unaudited consolidated net assets or liabilities as at 30 June 2014 and unaudited profit or loss of the Poly Link Group for the years ended 31 December 2012 and 2013 and the six months ended 30 June 2014 were as follows:
For the year ended 31 December 2012 For the year ended 31 December 2013 For the six m onths ended 30 June 2014(unaudited) (unaudited) (unaudited) (RMB'000) (RMB'000) (RMB'000)
Net profit/(loss) before taxation (11,156) 1,018,724 19,543 Net profit/(loss) after taxation (8,383) 764,036 14,652
As at 30 June 2014, the unaudited consolidated total asset value and net asset value of the Poly Link Group amounted to approximately RMB 6,155 million and RMB 631 million, respectively.
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The Group is one of the leading property developers with developments in key economic regions in the PRC and actively accomplishing the Group's national strategic plan with a coastal and riparian focus. The Group focuses on developing mid-to-high end residential properties, high-end office premises and retail properties. The Purchaser is an investment holding company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company.
The Vendor is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding.
Since the Agreement was signed within 12 months of the First Agreement (which was disclosed in the Announcement) and both agreements involve the acquisition by the Purchaser of Poly Link, they are therefore required to be aggregated pursuant to the Listing Rules. Since one or more of the applicable percentage ratios in respect of the transactions contemplated under the Agreements, on an aggregated basis, exceed 5% but are less than 25%, such transactions constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, and is subject to announcement and reporting requirements.
As at the date of this announcement, the Vendor holds 24.5% issued share capital of Poly Link, an indirect non-wholly owned subsidiary of the Company. Therefore, the Vendor is the Company's connected person at the subsidiary level and the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, the Agreement as a connected transaction of the Company is only subject to the reporting and announcement requirements, and is exempt from the circular, independent financial advice and independent shareholders' approval requirements.
Unless otherwise defined, the following expressions in this announcement have the following meanings:-
"Agreement" the equity and shareholder 's loan transfer agreement dated 31 October 2014 entered into between the Purchaser and the Vendor in relation to Poly Link
"Agreements" the Agreement and the First Agreement
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"Announcement" the announcement of the Company dated 13 October
2014 in relation to, among other things, the First
Agreement
"associate(s)" has the same meaning ascribed to it in the Listing Rules
"Board" the board of Directors
"Company" Sino-Ocean Land Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 03377)
"Completion" completion of the Agreement in accordance with the terms and conditions as set out therein
"connected person(s)" has the same meaning ascribed to it in the Listing Rules
"Director(s)" director(s) of the Company
"Earnest Monies" consisting of (i) US$60,000,000 (equivalent to approximately RMB368,400,000) provided by the Purchaser to the Vendor on 28 August 2014; and (ii) US$65,000,000 (equivalent to approximately RMB
399,200,000) provided by the Purchaser to the Vendor on 19 September 2014 as earnest monies in relation to the acquisition of 24.5% issued share capital in Poly Link and the Shareholder 's Loan from the Vendor
"First Agreement" the equity and shareholder 's loan transfer agreement dated 13 October 2014 entered into between the Purchaser, Richwise Holdings Limited and Greentown
China Holdings Limited (�JAr:f!il�5t��0f'1*) in
relation to Poly Link, further details of which have been disclosed in the Announcement
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC
"Listing Rules" the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited
"Moral Wealth" Moral Wealth International Limited (!!!!il���0 f'1), a company incorporated in Hong Kong with limited
liability and a wholly-owned subsidiary of Poly Link
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"Poly Link" Poly Link Management Limited (�9P�JJ1��0f'1), a
company incorporated in the British Virgin Islands with limited liability, and an indirect non-wholly owned subsidiary of the Company
"Poly Link Group" Poly Link and its subsidiaries, including Moral Wealth, Sky Charter and the Project Companies
"PRC" the People's Republic of China, which for the purpose of this announcement and unless the context suggests otherwise, shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan
"Project Companies" Hangzhou Sino-Ocean Tian Qi Properties Limited* (J ��0f'1), Hangzhou Sino-Ocean New River Hotel Properties Limited* (J irJl'W r;S ��0f'1) and Hangzhou Sino-Ocean Canal Business District Development Limited* (J ml' fJf&!IM!!��0f'1), each a company established
under the laws of the PRC with limited liability and an indirect wholly-owned subsidiary of Poly Link
"Purchaser" Sino-Ocean Land (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company
"RMB" Renminbi, the lawful currency of the PRC
"Security Deposit" consisting of US$46,000,000 (equivalent to approximately RMB282,500,000) provided by the Purchaser to the Zhejiang Property and Stock Exchange
Limited* (WI�l?X�Yf��0f'1) on 28 October
2014 as security deposit in relation to the acquisition of
24.5% issued share capital in Poly Link from the Vendor
"Shareholder 's Loan" the shareholder 's loan due and owing by the Poly Link
Group, to the Vendor
"Sky Charter" Sky Charter Development Limited (J!!���0f'1), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Poly Link
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"subsidiary(ies)" has the same meaning ascribed to it in the Listing Rules
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"Target Project" the property project located at Land Lot No.
HZCC(2007)73, Daguan Road, Gongshu District, Hangzhou, the PRC, which is held by the Project Companies
"US$" United State dollars, the lawful currency of the United
States of America
"Vendor" Sanca (H.K.) Limited (i§}J(W1t)��0f'1), a company incorporated in Hong Kong with limited liability
* For identification purposes only
For the purposes of this announcement, the exchange rate of US$1 = RMB6.1408 has been used, where applicable, for purpose of illustration only and does not constitute a representation that any amounts has been, could have been or may be exchanged at any particular rate on the date or dates in question or any other date.
Hong Kong, 31 October 2014
By order of the Board
Company Secretary
As at the date of this announcement, the directors of the Company comprise:
Executive directors: Non-executive directors:
Independent non-executive
directors:
Mr. LI Ming
Ms. LIU Hui
Mr. CHEUNG Vincent Sai Sing
Mr. CHEN Runfu
Mr. WEN Haicheng
Mr. YANG Zheng
Mr. FANG Jun
Mr. CHUNG Chun Kwong, Eric
Mr. TSANG Hing Lun
Mr. GU Yunchang Mr. HAN Xiaojing Mr. ZHAO Kang
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