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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
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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
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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. |
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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. |
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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. |
- 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).
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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. |
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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.