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.

Sansheng Holdings (Group) Co. Ltd.

三 盛 控 股（ 集 團 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2183)

CONTINUING CONNECTED TRANSACTIONS

IN RELATION TO MANAGEMENT AND OTHER RELATED

SERVICES FRAMEWORK AGREEMENTS

THE FIVE FRAMEWORK AGREEMENTS

On 30 April 2021 (after trading hours of the Stock Exchange), the Company entered into the Construction Management Consultancy Services Framework Agreement, the Design Services Consultancy Framework Agreement, the Operation Management Services Framework Agreement, the Operation Systems Software Framework Agreement and the Sales Management Services Framework Agreement with SGCL, pursuant to which the Company agreed to provide, or procure its subsidiaries to provide, the Services to SGCL Group for a term from the Effective Date to 31 December 2023 (both days inclusive).

LISTING RULES IMPLICATIONS

As at the date of this announcement, Mr. Lin, through companies wholly-owned by him, is interested in a total of 367,828,127 Shares, representing approximately 74.98% of the issued share capital of the Company.

As at the date of this announcement, SGCL is directly owned as to 90.1% by Mr. Lin and 9.9% by Ms. Cheng. Therefore, SGCL is an associate of the connected persons of the Company.

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As a result, the entering into of the Five Framework Agreements between the Company and SGCL and the transactions contemplated thereunder constitute continuing connected transactions of the Company under the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the annual caps for the transactions contemplated under the Five Framework Agreements are over 0.1% but all are less than 5%, the transactions contemplated under the Five Framework Agreements are subject to the reporting, annual review and announcement requirements but exempted from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

INTRODUCTION

On 30 April 2021 (after trading hours of the Stock Exchange), the Company entered into the Five Framework Agreements with SGCL, pursuant to which the Company agreed to provide, or procure its subsidiaries to provide, the Services to SGCL Group for a term from the Effective Date to 31 December 2023 (both days inclusive).

THE FIVE FRAMEWORK AGREEMENTS

The principal terms of the Five Framework Agreements are summarised as follows:

Date:

30 April 2021 (after trading hours of the Stock Exchange)

Parties:

The Company; and

SGCL.

As at the date of this announcement, Mr. Lin, through

companies wholly-owned by him, is interested in a total of

367,828,127 Shares, representing approximately 74.98% of

the issued share capital of the Company.

As at the date of this announcement, SGCL is directly owned

as to 90.1% by Mr. Lin and 9.9% by Ms. Cheng. Therefore,

SGCL is an associate of the connected persons of the

Company.

2

Subject matter: Pursuant to the Five Framework Agreements, (i) the Company agreed to provide or procure its subsidiaries to provide the Services to SGCL Group; and (ii) SGCL agreed to procure its subsidiaries to receive the Services from the Group, in accordance with the terms of the Five Framework Agreements.

Pursuant to the Five Framework Agreements, for the respective Services, the relevant parties (i.e. the Group on one hand, and SGCL Group on the other hand) shall enter into specific contracts thereunder within the term of the Five Framework Agreements, pursuant to which detailed terms and conditions (such as details of the relevant Services and pricing terms) shall be governed by such specific contracts.

Pricing:Pursuant to the Five Framework Agreements, the service fees for the respective Services shall be determined after arm's length negotiations between the parties with reference to (i) the location, type, quality and size of the properties, (ii) the scope and standard of the Services to be provided, (iii) the anticipated operational costs (including, among others, labour costs, material costs and administrative costs) for providing such Services and the expected increase of related costs due to inflation and economic and social development, and (iv) the prevailing market rates for similar Services; and as separately agreed between the Group and SGCL Group which is/are to be set out in the specific contract(s).

Historical figures

There is no historical amount in respect of the transactions under each of the Five Framework Agreements.

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Annual caps and basis of the annual caps

The annual caps for the period from the Effective Date to 31 December 2021 (both days inclusive) and the two years ending 31 December 2023 for the transactions contemplated under the Five Framework Agreements and basis thereof are as follows:

For the period

from the

Effective Date to

31 December

For the year

For the year

2021

ending

ending

(both days

31 December

31 December

inclusive)

2022

2023

(RMB million)

(RMB million)

(RMB million)

Annual caps

95.42

95.42

95.42

(equivalent to

(equivalent to

(equivalent to

approximately

approximately

approximately

HK$113.60

HK$113.60

HK$113.60

million)

million)

million)

The annual caps for the Services are arrived at after taking into consideration of, among others, the following:

  1. anticipated demand for the Services by SGCL Group based on the current development plan of the existing property development projects of SGCL Group;
  2. the type, location and size of the properties;
  3. the scope and standard of Services to be provided;
  4. anticipated operational costs (including, among others, labour costs, material costs and administrative costs) for providing the Services;
  5. prevailing market prices for the relevant Services; and
  6. a buffer taking into account, among others, (a) the expected increase of related costs due to inflation and economic and social development during the term of the Five Framework Agreements; and (b) the potential additional demand for the Services by SGCL Group during the term of the Five Framework Agreements.

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INTERNAL CONTROL

In order to ensure the transactions contemplated under the Five Framework Agreements

  1. will be conducted on normal commercial terms; (ii) will be fair and reasonable to the Company and the Shareholders; and (iii) will not be prejudicial to the interests of the Company and Shareholders as a whole, the Company has formulated the following internal control policies and adopted the following internal control measures:
  1. the legal department and finance department of the Company will closely monitor the transactions under the Five Framework Agreements to ensure that the transaction amounts will not exceed the annual caps;
  2. the legal department of the Company will conduct regular random checks to review and assess whether the transactions contemplated under the Five Framework Agreements are conducted on normal commercial terms, in accordance with the terms set out in the Five Framework Agreements and whether the service fees and relevant contract terms are in the interest of the Company and the Shareholders as a whole;
  3. the Company's external auditors will conduct an annual review of the transactions entered into under the Five Framework Agreements to ensure that the transaction amounts are within the annual caps and the transactions are in accordance with the terms set out in the Five Framework Agreements; and
  4. the Company's independent non-executive Directors will conduct regular reviews of the status of the transactions contemplated under the Five Framework Agreements to ensure that the Company has complied with its internal approval process, the terms of the Five Framework Agreements and the relevant requirements under the Listing Rules.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS UNDER THE FIVE FRAMEWORK AGREEMENTS

Upon the completion of acquiring certain property development project companies in late 2020, the Group's expertise and technical know-how in the property development industry have been enhanced and the Group is able to provide more diversified services, such as the Services, to SGCL Group in delivering its prior project development commitments. The Directors (including the independent non-executive Directors) are of the view that the entering into of the Five Framework Agreements would help the Group fully utilise the expertise and technical know-how obtained and also widen the Group's source of revenue and strengthen its cash flow.

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The Directors (including the independent non-executive Directors) are of the view that the entering into of the Five Framework Agreements is in the ordinary and usual course of business of the Group and on normal commercial terms. Taking into account the reasons and benefits above and the pricing policies set out in the section headed "The Five Framework Agreements" above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Five Framework Agreements (including the annual caps thereof) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Mr. Lin, through companies wholly-owned by him, is interested in a total of 367,828,127 Shares, representing approximately 74.98% of the issued share capital of the Company.

As at the date of this announcement, SGCL is directly owned as to 90.1% by Mr. Lin and 9.9% by Ms. Cheng. Therefore, SGCL is an associate of the connected persons of the Company.

As a result, the entering into of the Five Framework Agreements between the Company and SGCL and the transactions contemplated thereunder constitute continuing connected transactions of the Company under the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the annual caps for the transactions contemplated under the Five Framework Agreements are over 0.1% but all are less than 5%, the transactions contemplated under the Five Framework Agreements are subject to the reporting, annual review and announcement requirements but exempted from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

Since Mr. Lin and Ms. Cheng have a material interest in the transactions contemplated under the Five Framework Agreements, Mr. Lin and Ms. Cheng have abstained from voting on the relevant Board resolution to approve the entering into of the Five Framework Agreements. Save as disclosed above, none of the Directors has a material interest in the transactions contemplated under the Five Framework Agreements and none of them has abstained from voting on the relevant Board resolutions.

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INFORMATION ABOUT THE PARTIES

  1. The Company
    The Company is an investment holding company. The Company's subsidiaries are principally engaged in property development and sales, property investment, hotel operations and construction and design services.
  2. SGCL

SGCL is a conglomerate and its business comprises four main business segments, namely real estate, education, health and technology.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, SGCL is directly owned as to

(i) 90.1% by Mr. Lin and (ii) 9.9% by Ms. Cheng.

DEFINITION

"associate"

has the meaning as ascribed thereto in the Listing Rules;

"Board"

the board of Directors;

"Company"

S a n s h e n g H o l d i n g s ( G r o u p ) C o . L t d . , a c o m p a n y

incorporated in the Cayman Islands with limited liability

whose issued Shares are listed on the Stock Exchange;

"connected person"

has the meaning ascribed to it in the Listing Rules;

"Construction

the construction management consultancy services

Management

framework agreement entered into between the Company and

Consultancy Services

SGCL dated 30 April 2021;

Framework

Agreement"

"Design Services

the design services consultancy framework agreement

Consultancy

entered into between the Company and SGCL dated 30 April

Framework

2021;

Agreement"

"Director(s)"

the director(s) of the Company;

"Effective Date"

1 May 2021;

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"Five Framework

the Construction Management Consultancy Services

Agreements"

Framework Agreement, the Design Services Consultancy

Framework Agreement, the Operation Management Services

Framework Agreement, the Operation Systems Software

Framework Agreement and the Sales Management Services

Framework Agreement;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China;

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange (as amended from time to time);

"Mr. Lin"

Mr. Lin Rongbin (林榮濱), chairman of the Board and an

executive Director and the spouse of Ms. Cheng;

"Ms. Cheng"

Ms. Cheng Xuan (程璇), an executive Director and the

spouse of Mr. Lin;

"Operation Management

the operation management services framework agreement

Services Framework

entered into between the Company and SGCL dated 30 April

Agreement"

2021;

"Operation Systems

the operation systems software framework agreement entered

Software Framework

into between the Company and SGCL dated 30 April 2021;

Agreement"

"PRC"

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

announcement, excludes Hong Kong, the Macau Special

Administrative Region of the People's Republic of China

and Taiwan;

"RMB"

Renminbi, the lawful currency of the PRC;

"Sales Management

the sales management services framework agreement entered

Services Framework

into between the Company and SGCL dated 30 April 2021;

Agreement"

8

"Services"

the services for certain property development projects of

SGCL Group in the PRC pursuant to the terms of the Five

Framework Agreements, including but not limited to

(i)

under the Construction Management Consultancy

Services Framework Agreement:

-

Provision of preliminary preparation services for

projects; and

-

Provision of property development services;

(ii)

under the Design Services Consultancy Framework

Agreement:

-

Provision of screening and consultation services

for engagement of design institutes;

-

Provision of professional opinions on the project

design plans;

-

Provision of training for design capacity

improvement; and

-

Assisting in advancement of project designs;

(iii)

under the Operation Management Services Framework

Agreement:

-

Provision of daily operation and management

services for property development projects;

(iv)

under the Operation Systems Software Framework

Agreement:

-

Provision of right to use operating systems

softwares prerequisite for property development

processes; and

-

Provision of systems installation, training and

technical guidance service support; and

9

(v) under the Sales Management Services Framework

Agreement:

-

Provision of full market management services for

property development projects;

"SGCL"

Sansheng Group Company Limited* (三盛集團有限公司), a

limited liability company established in the PRC on 22 April

2013;

"SGCL Group"

SGCL and its subsidiaries;

"Share(s)"

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

Company;

"Shareholder(s)"

holder(s) of Share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"subsidiary"

has the meaning ascribed to it in the Listing Rules; and

"%"

per cent.

For the purpose of this announcement, unless otherwise indicated, conversion of RMB into HK$ is calculated at the approximate exchange rate of HK$1.00 to RMB0.84.

By order of the Board

Sansheng Holdings (Group) Co. Ltd.

Chairman

Lin Rongbin

Hong Kong, 30 April 2021

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Lin Rongbin and Ms. Cheng Xuan; two non-executive Directors, namely Mr. Xiao Zhong and Mr. Xu Jianwen; and three independent non-executive Directors, namely Mr. Pan Dexiang, Mr. Yuan Chun and Mr. Zhu Hongchao.

  • For identification purposes only

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Lifestyle Properties Development Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 11:31:01 UTC.