Gemdale Properties and Investment Corporation Limited 金 地 商 置 集 團 有 限 公 司

Transcription

1 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. Gemdale Properties and Investment Corporation Limited 金 地 商 置 集 團 有 限 公 司 * (Incorporated in Bermuda with limited liability) (Stock Code: 535) DISCLOSEABLE TRANSACTION SUBSCRIPTION OF INVESTMENT PRODUCT The Board wishes to announce that on 28 December 2015, Shanghai Zhongjun, a non-wholly owned subsidiary of the Company, subscribed for the Investment Product issued by Agricultural Bank of China at the principal amount of RMB400 million. This Investment Product is principal-protected type of investment product. On 19 October 2015 and 4 December 2015, Shanghai Zhongjun subscribed for the same investment products which are principal-protected issued by Agricultural Bank of China at the principal amount of RMB500 million and RMB500 million respectively for a maximum period from the date of Subscription up to 1 December 2016 with rate of return of 1.8% to 3% per annum. As one or more of the applicable percentage ratios (as defined in the Listing Rules) for the Subscription alone, as well as when aggregated with the above similar subscriptions on 19 October 2015 and 4 December 2015, exceed 5% but are less than 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules. THE SUBSCRIPTION On 28 December 2015, Shanghai Zhongjun, a non-wholly owned subsidiary of the Company, subscribed for RMB400 million of the Investment Product issued by Agricultural Bank of China. This Investment Product is principal-protected type of investment product. A summary of the terms and conditions of the Investment Product is set out below: - 1 -

2 Transaction date: 28 December 2015 Parties: (1) Agricultural Bank of China, as the issuer (2) Shanghai Zhongjun, as the subscriber Agricultural Bank of China is a bank licensed and incorporated under the laws of the PRC. To the best of the Directors knowledge, information and belief, Agricultural Bank of China and its ultimate beneficial owners are Independent Third Parties. The principal business of Agricultural Bank of China is to provide corporate and personal banking, trade service, credit facilities, cash management, risk hedging and other financial services. Principal amount: RMB400 million Investment period: From the date of Subscription up to 1 December 2016 Investment portfolio: The Investment Product will be invested in cash, treasury bonds, local government bonds, central bank bills, high credit rating short-term financing bonds, medium-term notes, subordinated bonds, corporate bonds, non-public oriented debt financing instruments, repurchase, credit assets and other non-standardized debt assets in compliance with regulatory requirements. Investment profit: The investment profit shall be calculated as follows: Investment profit = principal amount x actual rate of return x actual days of investment/365. Annual rate of return: Tenor 1 to 6 days: 1.8%, 7 to 30 days: 2.3%, 31 to 60 days: 2.6%, 61 to 180 days: 2.8%, 181 days or above: 3% (net of the sales fee and management fee). If there is - 2 -

3 any change of annual rate of return by Agricultural Bank of China, new annual rate of return would be applied to the principal invested since then. Early termination of investment: Agricultural Bank of China may early terminate the Investment Product if: 1. the assets operation mode of the Investment Product is contradictory with the laws, regulations, rules or the requirements of the regulatory authorities; 2. there are changes of the relevant national laws, regulations, rules and policies, the promulgation of emergency measures, and major change of the financial management market environment; 3. there is a force majeure event which includes but not limited to earthquake, fire, war and labour strike; or 4. there are other situations where Agricultural Bank of China considers it appropriate to terminate the Investment Product. On the other hand, Shanghai Zhongjun does not have the right of early redemption of the Investment Product, except in the following circumstances: 1. if there is any adjustment of the investment scope, type of investment or investment ratio of the Investment Product made by Agricultural Bank of China according to the market situation which Shanghai Zhongjun does not wish to accept; or 2. if there is any adjustment to the agreed charging items, charging conditions, standards and methods in respect of the Investment Product made by Agricultural Bank of China according to the relevant laws and national policies which Shanghai Zhongjun does not wish to accept. REASONS FOR AND BENEFITS OF THE SUBSCRIPTION The Subscription will be funded by the internal resources of Shanghai Zhongjun. The intention of the Group s subscribing for investment products is to maximise the use of its funds with the aim of obtaining satisfactory return. The Directors are of the view that the Subscription will not cause any adverse effects on the Group s working capital. The Directors (including independent non-executive Directors) are therefore of the view that the Subscription is fair and reasonable and is in the best interests of the Company and its Shareholders as a whole

4 INFORMATION RELATED TO THE GROUP The Group is principally engaged in property development, investment and management of residential, commercial and business park projects. IMPLICATION UNDER THE LISTING RULES On 19 October 2015 and 4 December 2015, Shanghai Zhongjun subscribed for the same principal-protected investment products issued by Agricultural Bank of China at the principal amount of RMB500 million and RMB500 million respectively for a maximum period from the date of Subscription up to 1 December 2016 with rate of return of 1.8% to 3% per annum. As one or more of the applicable percentage ratios (as defined in the Listing Rules) for the Subscription alone, as well as when aggregated with the above similar subscriptions on 19 October 2015 and 4 December 2015, exceed 5% but are less than 25%, the Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: Agricultural Bank of China Board Company Directors Group Hong Kong 中 国 農 業 銀 行 股 份 有 限 公 司 深 圳 分 行 (Agricultural Bank of China Co., Ltd., Shenzhen Branch), a bank licensed and incorporated under the laws of the PRC the board of Directors Gemdale Properties and Investment Corporation Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the main board of the Stock Exchange under stock code: 535 the directors of the Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC - 4 -

5 Independent Third Parties Investment Product Listing Rules PRC RMB Shanghai Zhongjun Shareholder(s) Stock Exchange Subscription third parties independent of the Company and its connected persons (within the meaning of the Listing Rules) the investment product issued by Agricultural Bank of China, the principal terms of which are summarised in this announcement the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the People s Republic of China and Taiwan Renminbi, the lawful currency of the PRC Shanghai Zhongjun Real Estate Development Co., Ltd., a company established in the PRC, is a non-wholly owned subsidiary of the Company holder(s) of the share(s) of the Company The Stock Exchange of Hong Kong Limited the subscription of the Investment Product % per cent. Hong Kong, 11 January 2016 By Order of the Board Gemdale Properties and Investment Corporation Limited Huang Juncan Chairman and Executive Director As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Ling Ke, Mr. Huang Juncan, Mr. Xu Jiajun and Mr. Wei Chuanjun; two non-executive Directors, namely Mr. Loh Lian Huat and Ms. Zhang Feiyun and three independent non-executive Directors, namely Mr. Hui Chiu Chung, Mr. Chiang Sheung Yee, Anthony and Mr. Hu Chunyuan. * For identification purposes only - 5 -