SOHO CHINA 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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company and its subsidiaries.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 410)This announcement is made pursuant to Rule 13.09(2) of the Listing Rules and Part XIVA of the Securities and Futures Ordinance.
Reference is made to the Bund 8-1 Announcements.
The Company made an appeal against the Trial Judgment to the Higher People's Court of Shanghai. On 5 November 2015, the Higher People's Court of Shanghai issued its Appeal Judgement in relation to the Court Action. The Appeal Judgement (to the extent relating to the Group) includes: (i) approving Zhejiang Fosun to withdraw all the claims made in the first trial against Shanghai Chang Ye, Shanghai Chang Sheng, Zendai Wudaokou and Greentown Heseheng; (ii) revoking the Trial Judgement ((2012) Hu Yi Zhong Min Si (Shang) Chu Zi No. 23)) issued by the Shanghai No. 1 Intermediate People's Court of the PRC; and (iii) the court acceptance fee, being RMB3,814,533 for each of the first trial and the second trial respectively, to be borne by Zhejiang Fosun.
As advised by the Company's PRC legal advisers, the Appeal Judgement will be final and binding to the parties.
This announcement is made by SOHO China Limited (the 'Company', together with its subsidiaries, the 'Group') pursuant to Rule 13.09(2) of the Rules (the 'Listing Rules') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the provisions of inside information under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Reference is made to the announcements of the Company dated 29 December 2011, 31 May 2012, 5 June 2012 and 24 April 2013 (collectively, the 'Bund 8-1 Announcements'). Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Bund 8-1 Announcements.
RESULTS OF THE COURT ACTIONThe Company made an appeal against the Trial Judgment to the Higher People's Court of Shanghai. On 5 November 2015, the Higher People's Court of Shanghai issued its judgement (the 'Appeal Judgement') in relation to the Court Action. The Appeal Judgement (to the extent relating to the Group) is summarised as follows:
approving Zhejiang Fosun to withdraw all the claims made in the first trial against Shanghai Chang Ye, Shanghai Chang Sheng, Zendai Wudaokou and Greentown Heseheng. The claims withdrawn include, among other things:
request for orders for the invalidation of (i) the agreement to transfer 100% equity interests in Zendai Wudaokou and Greentown Hesheng respectively from Shanghai Zendai Land and Zhejiang Jiahe to Shanghai Chang Ye as stipulated under the Equity Transfer and Loan Assignment Agreement; (ii) the equity transfer agreement in relation to the Zendai Wudaokou Transfer; and (iii) the equity transfer agreement in relation to the Greentown Hesheng Transfer; and
request for an order to restate the ownership of Zendai Wudaokou and Greentown Hesheng to the state prior to the Zendai Wudaokou Transfer and Greentown Hesheng Transfer;
revoking the Trial Judgement ((2012) Hu Yi Zhong Min Si (Shang) Chu Zi No. 23)) issued by the Shanghai No. 1 Intermediate People's Court of the PRC; and
the court acceptance fee, being RMB3,814,533 for each of the first trial and the second trial respectively, to be borne by Zhejiang Fosun.
As advised by the Company's PRC legal advisers, the Appeal Judgement will be final and binding to the parties.
As such, as at the date of this announcement, the Company's relevant subsidiary is holding 100% equity interests in Zendai Wudaokou and Greentown Hesheng which, directly and indirectly, hold 50% equity interest in Haizhimen. On 23 September 2015, Haizhimen entered into an equity transfer agreement with Zhejiang Fosun in relation to the disposal of the entire equity interest in the Project Company by Haizhimen to Zhejiang Fosun. The Project Company owns the land use rights to the Bund 8-1 Land. For details, please refer to the announcement of the Company dated 23 September 2015.
By order of the Board SOHO China Limited Pan Shiyi
Chairman
Hong Kong, 9 November 2015
As at the date of this announcement, the Board comprises Mr. Pan Shiyi, Mrs. Pan Zhang Xin Marita and Ms. Yan Yan, being the executive Directors; and Mr. Sun Qiang Chang, Mr. Cha Mou Zing, Victor and Mr. Xiong Ming Hua, being the independent non-executive Directors.
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