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.

PanAsialum Holdings Company Limited

榮 陽 實 業 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2078)

DISCLOSEABLE TRANSACTION

SUCCESSFUL BIDDING FOR LAND USE RIGHT IN HESHAN

CITY, THE PRC

Reference is made to an announcement issued by the Company on 6 June 2019 regarding to the investment agreement entered into between Heshan City Government and PanAsia Aluminium, a wholly owned subsidiary of the Company established in Hong Kong, pursuant to which, the Company shall, among other things, form a new wholly owned subsidiary to acquire the land use right of the Target Lands in three phases through open tenders carried out by the Heshan City Government.

The Board is pleased to announce that PanAsia Enterprises (Jiangmen) Company Limited (榮陽實業(江門)有限公司)("PanAsia Jiangmen"), a wholly owned subsidiary of the Company established in the PRC, has succeeded in the bidding of the land use right of phase 1 of the Target Lands, which consists of a site area of approximately 133,332.99 square meters through an Open Tender on 26 February 2020 at the consideration of RMB46 million (equivalent to approximately HK$51.52 million).

As one or more of the applicable percentage ratio(s) of the Acquisition are more than 5% and all of the applicable percentage ratios are less than 25%, the Acquisition constitutes a disclosable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

The Board is pleased to announce that PanAsia Jiangmen, a wholly owned subsidiary of the Company established in the PRC, has succeeded in the bidding of the land use right of phase 1 of the Target Lands which consists of a site area of approximately 133,332.99 square meters through an Open Tender on 26 February 2020 at the consideration of RMB46 million (equivalent to approximately HK$51.52 million).

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Following completion of the Open Tender, PanAsia Jiangmen, Jiangmen City Public Resources Exchange Centre (江門市公共資源交易中心) and Jiangmen City Public Resources Exchange Centre (Heshan Branch) (江門市公共資源交易中心鶴山分中心)

executed a Deal Confirmation Letter dated 27 February 2020, pursuant to which PanAsia

Jiangmen shall, among other matters, enter into a Transfer Contract with the Heshan Bureau of Natural Resources (鶴山市自然資源局) within 10 working days from the date

of execution of the Deal Confirmation Letter.

PARTICULARS OF PHASE 1 OF THE TARGET LANDS

Location:

Land slot no.:

Site area (square metres):

Nature of the land use right:

Plot ratio:

Transfer term:

Transfer price (RMB million):

CONSIDERATION

Area A, Heshan Industrial City, Heshan City (鶴山市

鶴山工業城A區)

JCR2020-14 (鶴山01)

approximately 133,332.99 square meters

Industrial Use

≥1.3

50 years from the date of the Transfer Contract

R M B46 m i l l i o n ( e q u i v a l e n t t o a p p r o x i m a t e l y HK$51.52 million)

The total consideration was RMB46 million (equivalent to approximately HK$51.52 million) which was determined based on the bid price made by PanAsia Jiangmen during the Open Tender which was in turn determined by reference to the minimum bid price set by Heshan City Government.

The consideration has been/shall be settled in the following manner:

  1. RMB9.2 million (equivalent to approximately HK$10.3 million) previously paid as surety for participation in the Open Tender being converted as the performance surety and deposit of the Acquisition; and
  2. RMB36.8 million (equivalent to approximately HK$41.22 million to be paid within 60 days from the date of the Transfer Contract.

The consideration will be funded by the internal resources of the Group.

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INFORMATION OF THE COMPANY AND PARTIES TO THE DEAL CONFIRMATION LETTER

Information of the Company

The Company is an investment holding company. The Group is principally engaged in manufacturing of aluminum products, such as aluminium components for electronics and appliances, construction and industrial profiles, and high-end aluminium doors and windows.

PanAsia Jiangmen

PanAsia Jiangmen is a company incorporated in the PRC and wholly owned by the Company, which was established for the purposes of the Project.

Heshan Bureau of Natural Resources (鶴山市自然資源局)

Heshan Bureau of Natural Resources is the vendor of the Target Lands and is the governmental authority responsible for managing government owned land resources in Heshan City.

Jiangmen City Public Resources Exchange Centre (江門市公共資源交易中心) and

Jiangmen City Public Resources Exchange Centre (Heshan Branch) (江門市公共資 源交易中心鶴山分中心)

Jiangmen City Public Resources Exchange Centre (Heshan Branch) is a branch of Jiangmen City Public Resources Exchange Centre, who was appointed by Heshan City Bureau of Natural Resources to conduct the Open Tender for the sale of phase 1 of the Target Lands.

To the best of the directors' knowledge, information and belief having made all reasonable enquiries, Jiangmen City Public Resources Exchange Centre, Jiangmen City Public Resources (Heshan Branch) and Heshan City Bureau of Natural Resources are third parties independent of the Company and its connected persons.

DEFINITIONS

"Acquisition"

acquisition of the phase 1 of the Target Lands by PanAsia

Jiangmen through Open Tender as set out in this

announcement;

"Board"

the board of Directors;

"Company"

PanAsialum Holdings Company Limited, a company

incorporated in the Cayman Islands with limited liability,

the Shares of which are listed on the main board of the

Stock Exchange;

"connected person"

has the meaning ascribed to it under the Listing Rules;

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"Deal Confirmation Letter"

a letter of deal confirmation dated 27 February 2020 in

relation to the successful bidding of phase 1 of the Target

Lands entered by PanAsia Jiangmen, Jiangmen City

Public Resources Exchange Centre (江門市公共資源交易

中心) and Jiangmen City Public Resources Exchange

Centre (Heshan Branch) (江門市公共資源交易中心鶴山

分中心);

"Director(s)"

the director(s) of the Company;

"Group"

the Company and its subsidiaries from time to time;

"Heshan City Government"

鶴山市人民政府 (the People's Government of Heshan

City of Jiangmen, Guangdong Province, the PRC);

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC;

"Investment Agreement"

the agreement dated 6 June 2019 entered into between

PanAsia Aluminium and the Heshan City Government;

"Joint Account"

A bank account jointly opened, held and administered by

the Heshan City Government and PanAsia Aluminium (or

its related company);

"Land"

the land to be used by the Group for the Project in Heshan

City, Jiangmen, Guandong Province, the PRC pursuant to

the terms of the Investment Agreement;

"Listing Rules"

the rules governing the Listing of Securities on the Stock

Exchange;

"Open Tender"

the open tendering process conducted by Jiangmen City

Public Resources Exchange Centre (江門市公共資源交易

中心), Jiangmen City Public Resources Exchange Centre

(Heshan Branch) (江門市公共資源交易中心鶴山分中心)

for sale of the land use right of the phase 1 of the Target

Lands;

"PanAsia Aluminium"

PanAsia Aluminium Limited, a wholly owned subsidiary

of the Company established in Hong Kong;

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'PanAsia Jiangmen"

PanAsia Enterprises (Jiangmen) Company Limited (榮陽

實業(江門)有限公司), a new wholly owned subsidiary of

the Company established in the PRC for the Project;

"PRC"

The People's Republic of China, for the purpose of this

announcement, excluding Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan;

"Project"

the development of a production base for production of

high performance and high precision aluminium products

including high-end aluminium alloys and moulds,

hardware parts, heatsinks and other electronic parts by the

Group in Heshan City, Jiangmen, Guangdong Province;

"RMB"

Renminbi, the lawful currency of the PRC;

"Shares"

ordinary share(s) of HK$0.10 each in the share capital of

the Company;

"Shareholders"

holders of the issued share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited; and

"Target Lands"

a parcel of land situated in Heshan City, Jiangmen,

Guangdong Province area in PRC (中國廣東省, 江門, 鶴

山市), which the Heshan City Government intends to sell

in three phrases through Open Tender.

"Transfer Contract"

a Transfer of Land Use Rights of State-owned Contruction

Land Contract (國有建設用地使用權出讓合同) to be

entered into between PanAsia Jiangmen and the Heshan

City Bureau of Natural Resources (鶴山市自然資源局)

On behalf of the Board of

PanAsialum Holdings Company Limited

Cheung Wah Keung

Chairman and Independent Non-Executive Director

Hong Kong, 3 March, 2020

As at the date of this announcement, the executive directors of the Company are Mr. Gao Mingjie and Ms. Li Jiewen; and the independent non-executive directors of the Company are Mr. Mar Selwyn, Mr. Leung Ka Tin, Dr. Cheung Wah Keung and Mr. Chan Kai Nang.

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PanAsialum Holdings Company Limited published this content on 03 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 March 2020 14:43:02 UTC