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.

Chuan Holdings Limited

川 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1420)

DISCLOSEABLE TRANSACTION

THE INVESTMENT AGREEMENTS IN RELATION TO THE PROPOSED RE-DEVELOPMENT OF PROPERTIES

THE INVESTMENT AGREEMENTS

The Board is pleased to announce that on 14 May 2021 (after trading hours), Chuan Lim, an indirect wholly-owned subsidiary of the Company, entered into (i) Investment Agreement A with JVA East Coast pursuant to which Chuan Lim will invest a sum of S$800,000 (equivalent to approximately HK$4.7 million) for the re-development of Property A into four units of terrace landed houses with JVA East Coast; and (ii) Investment Agreement B with JVA NTK pursuant to which Chuan Lim will invest a sum of S$1.6 million (equivalent to approximately HK$9.3 million) for the re-development of Property B into two units of detached landed houses with JVA NTK. The Group will finance its investment commitments under the Investment Agreements from its internal resources. Such investments will not be accounted for as subsidiaries of the Company and their financial results will not be consolidated into the accounts of the Company.

IMPLICATION OF THE LISTING RULES

As one or more of the applicable percentage ratios (as calculated under Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Investment Agreements on an aggregate basis exceed 5% but are less than 25%, the entering into of the Investment Agreements constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

  • For identification purposes only

1

INTRODUCTION

The Board is pleased to announce that on 14 May 2021 (after trading hours), Chuan Lim, an indirect wholly-owned subsidiary of the Company, entered into (i) Investment Agreement A with JVA East Coast; and (ii) Investment Agreement B with JVA NTK for the joint investment and re-development of Property A and Property B, respectively. Such investments will not be accounted for as subsidiaries of the Company and their financial results will not be consolidated into the accounts of the Company.

THE INVESTMENT AGREEMENTS

  1. Investment Agreement A
    The principal terms of Investment Agreement A are summarised below.

Date

:

14 May 2021

Parties

:

(1)

Chuan Lim; and

(2)

JVA East Coast.

To the best of the knowledge, information and belief of the

Directors having made all reasonable enquiries, JVA East

Coast and its ultimate beneficial owners are Independent

Third Parties.

Investment into

:

Pursuant to Investment Agreement A, Chuan Lim agreed

Project A

to invest a sum of S$800,000 (equivalent to approximately

HK$4.7 million) in Project A, representing 10% of the total

investment budget of Project A for the re-development and

construction by JVA East Coast of Property A into four

units of terrace landed houses. Chuan Lim shall provide its

investment contribution to JVA East Coast by 31 May 2021.

The Group will finance its investment commitment under

Investment Agreement A from its internal resources.

2

Property A is situated at 10 Grove Crescent, Singapore

279152 with a land area of approximately 747.2 square

metres, which was acquired by JVA East Coast on 5 March

2021 at S$14.6 million (equivalent to approximately

HK$85.0 million).

Investment budget

:

The total investment budget for Project A is expected to

be S$8.0 million (equivalent to approximately HK$46.6

million), which is based on a feasibility report mutually

agreed and adopted by Chuan Lim and JVA East Coast.

Obligations of the

:

JVA East Coast shall be solely responsible for (i) the

parties

management of the investment funds provided by Chuan

Lim; and (ii) the management, re-development, construction

and subsequent sales of Property A into four units of terrace

landed houses. Chuan Lim shall have the rights to inquire

about the progress status of Project A.

During the term of Project A, Chuan Lim shall not request

for the withdrawal of any investment funds contributed by

it prior to the completion of Project A, namely the sale of

the four units of terrace landed houses, otherwise Chuan

Lim shall be responsible for any losses and damages arising

therefrom.

Expected investment

:

The expected investment period of Project A shall be three

period

years commencing from 1 June 2021 to 31 May 2024.

Investment return

:

Pursuant to Investment Agreement A, the investment return

of Chuan Lim shall be the higher of:

(i) 10% of the total profit before tax of Project A; or

(ii) a minimum annual investment return of 3% on Chuan

Lim's actual cash contribution under Investment

Agreement A during the investment period from 1 June

2021 to 31 May 2024.

3

Termination

:

JVA East Coast shall have the rights to terminate Investment

Agreement A in the event of unforeseen circumstances and it

is impossible to carry out Project A.

  1. Investment Agreement B
    The principal terms of Investment Agreement B are summarised below.

Date

:

14 May 2021

Parties

:

(1)

Chuan Lim; and

(2)

JVA NTK.

To the best of the knowledge, information and belief of the

Directors having made all reasonable enquiries, JVA NTK

and its ultimate beneficial owners are Independent Third

Parties.

Investment into

:

Pursuant to Investment Agreement B, Chuan Lim agreed to

Project B

invest a sum of S$1.6 million (equivalent to approximately

HK$9.3 million) in Project B, representing 20% of the total

investment budget of Project B for the re-development and

construction by JVA NTK of Property B into two units

of detached landed houses. Chuan Lim shall provide its

investment contribution to JVA NTK in two tranches: (i)

a sum of S$800,000 (equivalent to approximately HK$4.7

million) upon signing of Investment Agreement B; and (ii)

the remaining balance in the sum of S$800,000 (equivalent

to approximately HK$4.7 million) by 31 May 2021. The

Group will finance its investment commitment under

Investment Agreement B from its internal resources.

Property B is situated at 42 Watten Estate Road, Singapore 287519 with a land area of approximately 874.7 square metres, which was acquired by JVA NTK on 16 February 2021 at approximately S$15.4 million (equivalent to approximately HK$89.3 million).

4

Investment budget

:

The total investment budget for Project B is expected to

be S$8.0 million (equivalent to approximately HK$46.6

million), which is based on a feasibility report mutually

agreed and adopted by Chuan Lim and JVA NTK.

Obligations of the

:

JVA NTK shall be solely responsible for (i) the management

parties

of the investment funds provided by Chuan Lim; and (ii) the

management, re-development, construction and subsequent

sales of Property B into two units of detached landed houses.

Chuan Lim shall have the rights to inquire about the progress

status of Project B.

During the term of Project B, Chuan Lim shall not request

for the withdrawal of any investment funds contributed by

it prior to the completion of Project B, namely the sale of

the two units of detached landed houses, otherwise Chuan

Lim shall be responsible for any losses and damages arising

therefrom.

Expected investment

:

The expected investment period of Project B shall be three

period

years commencing from 1 May 2021 to 30 April 2024.

Investment return

:

Pursuant to Investment Agreement B, the investment return

of Chuan Lim shall be the higher of:

(i) 20% of the total profit before tax of Project B; or

(ii) a minimum annual investment return of 3% on Chuan

Lim's actual cash contribution under Investment

Agreement B during the investment period from 1 May

2021 to 30 April 2024.

Termination

:

JVA NTK shall have the rights to terminate Investment

Agreement B in the event of unforeseen circumstances and it

is impossible to carry out Project B.

5

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Chuan Holdings Ltd. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 15:24:04 UTC.