BEIJING PROPERTIES (HOLDINGS) LIMITED

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. BEIJING PROPERTIES (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) THE AGREEMENT A (Stock Code: 925) DISCLOSEABLE TRANSACTIONS: ACQUISITION OF EQUITY INTEREST IN TWO COMPANIES The Board is pleased to announce that on 17 November 2015 (after trading hours), Ocean Lord, an indirect wholly owned subsidiary of the Company, entered into the Agreement A with Vendors A, pursuant to which Vendors A have conditionally agreed to sell and Ocean Lord has conditionally agreed to purchase the Sale Capital A, being 80% of the equity interest in Xiamen Xunda, at an initial consideration of approximately RMB million (equivalent to approximately HK$ million) (subject to adjustment). THE AGREEMENT B The Board is also pleased to announce that on 17 November 2015 (after trading hours), Speedy Treasure, an indirect wholly owned subsidiary of the Company, entered into Agreement B with Vendors B, pursuant to which Vendors B have conditionally agreed to sell and Speedy Treasure has conditionally agreed to purchase the Sale Capital B, being 60% of the equity interest in Meishan Xunda, at an initial consideration of approximately RMB million (equivalent to approximately HK$ million) (subject to adjustment). 1

2 LISTING RULES IMPLICATIONS As the applicable percentage ratios (as defined in the Listing Rules) in respect of the Acquisitions in aggregate are more than 5% but less than 25%, the Acquisitions together constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but exempted from the Shareholders approval requirement under Chapter 14 of the Listing Rules. INTRODUCTION The Board is pleased to announce that on 17 November 2015 (after trading hours), Ocean Lord, an indirect wholly owned subsidiary of the Company, entered into the Agreement A with Vendors A, pursuant to which Vendors A have conditionally agreed to sell and Ocean Lord has conditionally agreed to purchase the Sale Capital A, being 80% of the equity interest in Xiamen Xunda, at an initial consideration of approximately RMB million (equivalent to approximately HK$ million) (subject to adjustment). The Board is also pleased to announce that on 17 November 2015 (after trading hours), Speedy Treasure, an indirect wholly owned subsidiary of the Company, entered into the Agreement B with Vendors B, pursuant to which Vendors B have conditionally agreed to sell and Speedy Treasure has conditionally agreed to purchase Sale Capital B, being 60% of the equity interest in Meishan Xunda, at an initial consideration of approximately RMB million (equivalent to approximately HK$ million) (subject to adjustment). THE AGREEMENT A The principal terms of the Agreement A are set out below: Date: 17 November 2015 Parties: (1) Purchaser: Ocean Lord (2) Vendor: Vendors A 2

3 To the best of the Directors knowledge, information, belief and having made all reasonable enquiries, each of the Vendors A and their respective associates is an Independent Third Party. Assets to be acquired Pursuant to the Agreement A, Ocean Lord has agreed to acquire and Vendors A has agreed to sell the Sale Capital A, which represents 80% of the equity interest in the registered capital of Xiamen Xunda at Completion. Consideration The initial consideration for the sale and purchase of the Sale Capital A is approximately RMB million (equivalent to approximately HK$ million) (subject to adjustment) which shall be satisfied in the following manner: 1. as to RMB25 million (equivalent to approximately HK$30.40 million) shall be paid by Ocean Lord in cash as deposit upon the signing of the Agreement A; and 2. as to the balance shall be paid by Ocean Lord in cash to a designated bank account of Vendors A and/or by other methods requested by Vendors A upon Completion. The amount of the balance shall be determined upon the adjustment of the consideration, if any. Pursuant to the Agreement A, Vendors A and Ocean Lord also agreed that Ocean Lord will be responsible for the funding of the construction costs of an office on Land A. The funding will form as a repayment to Vendors A (who have previously provided the funding) and shall be made by Ocean Lord upon Completion. The Group will settle the consideration for the Acquisition A by its internal resources. The consideration for the sale and purchase of the Sale Capital A was arrived at after arm s length negotiations between Ocean Lord and Vendors A with reference to the value of the properties held by Xiamen Xunda and the value of the bank loans and other liabilities of Xiamen Xunda. The Directors consider the terms and conditions of the Acquisition A are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors consider the terms and conditions of the Acquisition A to be on normal commercial terms. 3

4 Adjustment of the consideration The consideration for the sale and purchase of the Sale Capital A shall be determined by the following formula: C = (V L O) x 80% Where: C V L O means the initial consideration means the agreed value of the properties held by Xiamen Xunda, being approximately RMB million (equivalent to approximately HK$ million) means the amount of bank loan of approximately RMB million (equivalent to approximately HK$ million) owed by Xiamen Xunda as stated in the management account as at 30 September 2015 of Xiamen Xunda means the aggregate amount of approximately RMB332,000 (equivalent to approximately HK$403,706), representing: (i) any tax that has become due and payable, (ii) accrued repair and maintenance, (iii) accrued expenses and other payables, as stated in the management account as at 30 September 2015 of Xiamen Xunda and/or (iv) other sum(s) as agreed between Ocean Lord and Vendors A The consideration may be adjusted upon Completion, which is calculated based on the same formula of the initial consideration as stated above but variables L and O will be adjusted to the balances as at the date falling 10 days before the date of Completion. Conditions precedent Completion of the Acquisition A shall be conditional upon the fulfillment of certain conditions, being: (1) all necessary consents, authorizations, licences and approvals required to be obtained on the part of Vendors A and Ocean Lord in respect of the Acquisition A having been obtained, including but not limited to obtaining the approval documents issued by the Ministry of Commerce of the PRC, the documents in relation to the industrial and commercial registration of changes, etc.; 4

5 (2) the shareholders current accounts of Xiamen Xunda having been settled; (3) the warranties and representations provided by Vendors A remain true and accurate in all respects; (4) there has not been any Material Adverse Change in Xiamen Xunda since the date of the Agreement A; (5) the project of the Land A having been completed to the satisfaction of Ocean Lord; (6) Vendors A, Ocean Lord and Xiamen Xunda having agreed in writing on the amendments to be made to the articles of association of it; (7) Vendors A, Ocean Lord and Xiamen Xunda having agreed on engaging a management company (to be incorporated by Vendors A) for the execution of property management contracts; (8) Vendors A shall procure the approval of the shareholders of Xiamen Xunda to extend the operating period of it; (9) the necessary and respective land use rights certificate(s) for warehouse No. 4 and 5 as situated on the Land A respectively having been obtained by Vendors A; (10) with reference to matters concerning employment contracts, Vendors A shall procure Xiamen Xunda to execute employment contracts with certain employees which will state the probation period according to the length of their employments; and (11) Vendors A and Ocean Lord having agreed on the remedial works based on the findings of the due diligence report dated 9 September 2015 to be carried out. Vendors A also agrees to inspect and conduct remedial works pursuant to the execution of the Agreement A and will allow Ocean Lord to conduct inspection prior to Completion. The Vendors A shall use their best endeavors to fulfill all the conditions precedent mentioned hereinabove. Ocean Lord may at its discretion waive all the conditions set out above (save for condition (1) which is incapable of being waived). 5

6 Long Stop Date If the conditions set out above have not been satisfied (or as the case may be, waived by Ocean Lord) on or before 12:00 a.m. on 31 August 2016 or such later date as Ocean Lord and Vendors A may agree, the Agreement A shall cease and determine and neither party shall have any obligations and liabilities under the Agreement A. Return of deposit In the event that the Completion does not take place due to breach of terms by Vendors A, Vendors A shall return and pay twice the amount of the deposit to Ocean Lord. In the event that the Completion does not take place due to breach of terms by Ocean Lord, Vendors A shall have the right to forfeit the deposit paid by Ocean Lord. In the event that the Completion does not take place as stipulated and that is not due to breach of terms by either Vendors A or Ocean Lord, the parties may agree to (i) proceed with the acquisition based on another target company and transfer the deposit to that transaction or (ii) terminate the present acquisition and return the deposit to Ocean Lord free of interest. Completion Completion of the Acquisition A shall take place within five Business Days after the satisfaction of all the conditions precedent of the Acquisition A or such other date as may be agreed by Ocean Lord and Vendors A. Upon Completion of the Acquisition A, Xiamen Xunda will become an indirect non-wholly owned subsidiary of the Company and the accounts of Xiamen Xunda will be consolidated into the consolidated financial statements of the Group. The Agreements are not inter-conditional. 6

7 COOPERATION AGREEMENT ENTERED INTO BETWEEN VENDORS A AND OCEAN LORD Further to the Agreement A, Vendors A and Ocean Lord entered into the Cooperation Agreement A on 17 November 2015 (after trading hours) for the joint operation of Xiamen Xunda. The principal terms of the Cooperation Agreement A are as follows: (a) Parties Vendors A Ocean Lord (b) The term of Xiamen Xunda The term of Xiamen Xunda shall be 50 years starting from the date on which the relevant business license of Xiamen Xunda is obtained from the relevant governmental authority. (c) Parties contributions The total registered capital of Xiamen Xunda is approximately RMB135 million (equivalent to approximately HK$ million) which shall be contributed by the shareholders of Xiamen Xunda as follows: Amount of Contribution (RMB) (%) (Zhang Yifan # ) 7,830, (Zhou Honglin # ) 7,020, (Wang Kaiping # ) 5,400,000 4 (Li Wenping # ) 5,400,000 4 (Shen Bin # ) 1,350,000 1 Ocean Lord 108,000, Total 135,000,

8 (d) Board Composition The board of directors is the highest authority of Xiamen Xunda. The board of Xiamen Xunda shall consist of three directors, two of which shall be appointed by Ocean Lord and one of which shall be appointed by (Zhang Yifan # ). THE AGREEMENT B The principal terms of the Agreement B are set out below: Date: 17 November 2015 Parties: (1) Purchaser: Speedy Treasure (2) Vendor: Vendors B Xiamen Xunda is a company incorporated in the PRC with limited liability and is principally engaged in the warehouse business. Zhongtai is a company incorporated in the PRC with limited liability and is principally engaged in property development. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, each of Vendors B, their ultimate beneficial owner (where applicable) and their respective associates is an Independent Third Party. Assets to be acquired Pursuant to the Agreement B, Speedy Treasure has agreed to acquire and Vendors B has agreed to sell the Sale Capital B, which represents 60% of the equity interest in the registered capital of Meishan Xunda at Completion. Consideration The initial consideration for the sale and purchase of the Sale Capital B is approximately RMB million (equivalent to approximately HK$ million) (subject to adjustment) which shall be satisfied in the following manner: 1. as to RMB25 million (equivalent to approximately HK$30.40 million) shall be paid by Speedy Treasure in cash as deposit upon signing of the Agreement B; and 8

9 2. as to the balance shall be paid by Speedy Treasure in cash to a designated bank account of Vendor B and/or by other methods requested by Vendor B upon Completion. The amount of the balance shall be determined upon adjustment of the consideration, if any. The consideration for the sale and purchase of Sale Capital B was arrived at after arm s length negotiations between Speedy Treasure and Vendors B with reference to the value of properties held by Meishan Xunda and the value of the bank loans and other liabilities of Meishan Xunda. The Directors consider the terms and conditions of the Acquisition B are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors consider the terms and conditions of the Acquisition B to be on normal commercial terms. Adjustment of the consideration The consideration for the sale and purchase of the Sale Capital B shall be determined by the following formula: C = (V L O) x 60% Where: C means the initial consideration V means the agreed value of the properties held by Meishan Xunda, being approximately RMB million (equivalent to approximately HK$ million) L means the amount of bank loan of approximately RMB million (equivalent to approximately HK$ million) owed by Meishan Xunda as stated in the management account as at 30 September 2015 of Meishan Xunda O means the aggregate amount of approximately RMB100,000 (equivalent to approximately HK$121,598), representing: (i) any tax that has become due and payable, (ii) accrued repair and maintenance, (iii) accrued expenses, as stated in the management account as at 30 September 2015 of Meishan Xunda and/or (iv) other sum(s) as agreed between Speedy Treasure and Vendors B 9

10 The consideration may be adjusted upon completion, which is calculated based on the same formula of the initial consideration as stated above but variables L and O will be adjusted to the balances as at the date falling 10 days before the date of Completion. Conditions precedent Completion of the Acquisition B shall be conditional upon the fulfillment of certain conditions, being: (1) all necessary consents, authorizations, licences and approvals required to be obtained on the part of Vendors B and Speedy Treasure in respect of the Acquisition B having been obtained, including but not limited to obtaining the approval documents issued by the Ministry of Commence of the PRC, the documents in relation to the industrial and commercial registration of changes etc.; (2) the shareholders current accounts of Meishan Xunda having been settled; (3) the warranties and representations provided by Vendors B remain true and accurate in all respects; (4) there has not been any Material Adverse Change in Meishan Xunda since the date of the Agreement B; (5) Vendors B, Speedy Treasure and Meishan Xunda having agreed in writing on the amendments to be made to the articles of association of Meishan Xunda; (6) Vendors B, Speedy Treasure and Meishan Xunda having agreed on engaging a management company (to be incorporated by Vendors B) for the execution of property management contracts; and (7) Speedy Treasure is satisfied about the remedial works to be done on the properties as committed by Vendors B. Vendors B shall use their best endeavors to ensure that Meishan Xunda will fulfill all the conditions precedent mentioned hereinabove. Speedy Treasure may at its discretion waive all the conditions set out above (save and except for condition (1) which is incapable of being waived). 10

11 Long Stop Date If the conditions set out above have not been satisfied (or as the case may be, waived by Speedy Treasure) on or before 12:00 a.m. on 31 August 2016, or such later date as Speedy Treasure and Vendors B may agree, the Agreement B shall cease and determine and neither party shall have any obligations and liabilities under the Agreement B. Return of deposit In the event that the Completion does not take place due to breach of terms by Vendors B, Vendors B shall return and pay twice the amount of the deposit to Speedy Treasure. In the event that the Completion does not take place due to breach of terms by Speedy Treasure, Vendors B shall have the right to forfeit the deposit paid by Speedy Treasure. In the event that the Completion does not take place as stipulated and that is not due to breach of terms by either Vendors B or Speedy Treasure, the parties may agree to (i) proceed with the acquisition based on another target company and transfer the deposit to that transaction or (ii) terminate the present acquisition and return the deposit to Speedy Treasure free of interest. Completion Completion of the Acquisition B shall take place within five Business Days after the satisfaction of all the conditions precedent of the Acquisition B, or such other date as may be agreed by Speedy Treasure and Vendors B. Upon Completion of the Acquisition B, Meishan Xunda will become an indirect non-wholly owned subsidiary of the Company and the accounts of Meishan Xunda will be consolidated into the consolidated financial statements of the Group. The Agreements are not inter-conditional. 11

12 COOPERATION AGREEMENT ENTERED INTO BETWEEN VENDORS B AND SPEEDY TREASURE Further to the Agreement B, Vendors B and Speedy Treasure entered into the Cooperation Agreement B on 17 November 2015 (after trading hours) for the joint operation of Meishan Xunda. The principal terms of the Cooperation Agreement B are as follows: (a) Parties Vendors B Speedy Treasure (b) The term of Meishan Xunda The term of Meishan Xunda shall be 50 years starting from the date on which the relevant business license of Meishan Xunda is obtained from the relevant governmental authority. (c) Parties contributions The total registered capital of Meishan Xunda is approximately RMB100 million, which is contributed by the Parties as follows: Amount of Contribution (RMB) (%) Zhongtai 18,800, (Zhou Honglin # ) 10,000, (Zhang Yifan # ) 3,100, (Shen Bin # ) 3,100, (Li Chunming # ) 1,900, (Li Wenping # ) 3,100, Speedy Treasure 60,000, Total 100,000,

13 (d) Board Composition The board of directors is the highest authority of Meishan Xunda. The board of Meishan Xunda shall consist of three directors, two of which shall be appointed by Speedy Treasure and one of which shall be appointed by Zhongtai. INFORMATION ON THE TARGET COMPANIES Both Xiamen Xunda and Meishan Xunda are companies incorporated in the PRC with limited liability and are principally engaged in the warehouse business. Xiamen Xunda is the owner of warehouses located in the Tongan Industrial Park #, which occupy a land area of approximately 140,915 square metres (approximately 211 mu) with land use rights of 50 years and the land purpose of which is warehousing. The land has been developed into five warehouses with aggregate rentable area of approximately 81,992 square metres. Currently, all rentable area has been leased out to three major players of e-commerce business in the PRC at a daily rent ranges from RMB0.935 (equivalent to approximately HK$1.14) to RMB0.959 (equivalent to approximately HK$1.17) per square metre. The existing annualized rental income contribution of the warehouses amounts to approximately RMB27 million (equivalent to approximately HK$32.83 million). Meishan Xunda is the owner of warehouses located in the Meishan Economic Development Zone #, which occupy a land area of approximately 146,512 square metres (approximately 220 mu) with land use rights of 50 years and the land purpose of which is industrial and warehousing. The land has been developed into four warehouses with aggregate rentable area of approximately 97,809 square metres. Currently, 49,589 square metres out of the total rentable area is leased out to a major player of e-commerce business in the PRC at a daily rent of RMB0.935 (equivalent to approximately HK$1.14) per square metres. The existing annualized rental income contribution of the warehouses amounts to approximately RMB16 million (equivalent to approximately HK$19.46 million). Meishan Xunda also has a land of approximately 33,333 square metres (approximately 50 mu) not yet developed. The following charts show the group structure of Xiamen Xunda and Meishan Xunda as at the date of this announcement and immediately after Completion: 13

14 Structure of the Target Companies as at the date of this announcement Zhang Yifan # ) Li Wenping # ) Zhou Honglin # ) Wang Kaiping # ) Shen Bin # ) 29% 20% 26% 20% 5% Zhongtai 28.5% Xiamen Xunda 38% Zhou Honglin # ) 14.5% Meishan Xunda Zhang Yifan # 4.75% Shen Bin # ) 4.75% Li Chunming # ) 4.75% Li Wenping # ) 4.75% 14

15 Structure of the Target Companies immediately after Completion The Company Ocean Lord Speedy Treasure 80% 60% Xiamen Xunda Meishan Xunda Zhang Yifan # ) 5.8% 18.8% Zhongtai Zhou Honglin # ) 5.2% 10% (Zhou Honglin # ) (Wang Kaiping # ) 4% 3.1% Zhang Yifan # ) Li Wenping # ) 4% 3.1% (Shen Bin # ) (Shen Bin # ) 1% 1.9% (Li Chunming # ) 3.1% Li Wenping # ) 15

16 The unaudited net profit of Xiamen Xunda which is prepared under generally accepted accounting principles of the PRC, were approximately (i) RMB266,605 (equivalent to approximately HK$324,187) (both before and after taxation and extraordinary items) for the financial year ended 31 December 2014; and approximately (ii) RMB876,370 (equivalent to approximately HK$1,065,650) (before taxation) and approximately RMB714,921 (equivalent to approximately HK$869,332) (after taxation) for the financial year ended 31 December The unaudited net loss of Meishan Xunda which is prepared under generally accepted accounting principles of the PRC, were approximately (i) RMB6,988,163 (equivalent to approximately HK$8,497,487) (before and after taxation) and for the financial year ended 31 December 2014; and (ii) RMB4,078,017 (equivalent to approximately HK$4,958,799) (before and after taxation) for the financial year ended 31 December REASONS FOR AND BENEFIT OF THE TRANSACTIONS The Company is an investment company and the holding company of the Group. The Group is principally engaged in investment in, development and operation of logistics properties, provision of logistics services, including leasing of warehouse facilities and provision of related management services. The Board believes that the Acquisitions are one of the Group s continuous steps to extend nationwide network of logistics infrastructures facilities of the Group to bring in values to the Shareholders. Being an investor, developer and operator of nationwide network of logistics facilities, the Board believes the Acquisitions will bring satisfactory contributions to the Group and the Shareholders. The Group aims to develop itself into one of the top three players of the industry in the PRC. In view of the above, the Directors consider that the terms of the Agreements and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 16

17 LISTING RULES IMPLICATIONS As the applicable percentage ratios (as defined in the Listing Rules) in relation to the Acquisitions in aggregate exceeds 5% but is less than 25%, the Acquisitions together constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and the announcement requirements but exempt from the Shareholders approval requirement under Chapter 14 of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning: Acquisition A the Agreement A and the transactions contemplated thereunder Acquisition B the Agreement B and the transactions contemplated thereunder Acquisitions collectively Acquisition A and Acquisition B Agreement A the equity transfer agreement dated 17 November 2015 entered into between Vendors A and Ocean Lord in relation to the sale and purchase of the Sale Capital A Agreement B the equity transfer agreement dated 17 November 2015 entered into between the Vendors B, Speedy Treasure and Meishan Xunda in relation to the transfer of Sale Capital B Agreements the Agreement A and the Agreement B Board the board of Directors Business Day means a working day (excluding Saturday, Sunday or public or statutory holiday in the PRC) as defined under the Labor Law of the PRC 17

18 Company Beijing Properties (Holdings) Limited (Stock Code: 925), a company incorporated in Bermuda with limited liability, the shares of which are listing on the main board of the Stock Exchange Completion completion of the Acquisitions pursuant to the relevant agreements Cooperation Agreement A the joint operation agreement dated 17 November 2015 entered into between Vendors A and Ocean Lord in relation to the operation of Xiamen Xunda Cooperation Agreement B the joint operation agreement dated 17 November 2015 entered into between Vendors B and Speedy Treasure in relation to the operation of Meishan Xunda Directors directors of the Company Group the Company and its subsidiaries Hong Kong the Hong Kong Special Administrative Region of the PRC HK$ Hong Kong dollars, the lawful currency of Hong Kong Independent Third Party(ies) a third party independent of the Company and the connected persons (as defined under the Listing Rules) of the Company Land A , a parcel of land owned by Xiamen Xunda. The total size of Land A is approximately 1,409 million square meters Land B and its neighboring land on the south, collectively a parcel of land owned by Meishan Xunda. The total size of Land B is approximately 194 million square meters 18

19 Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Material Adverse Change (or Effect) any change (or effect) which has a material and adverse effect on the financial position, business or property, results of operations of a company Meishan Xunda (Meishan Xunda Hongtong Warehouse Company Limited # ), a limited liability company established under the laws of PRC Ocean Lord Ocean Lord Investment Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company PRC the People s Republic of China RMB Renminbi, the legal currency of the PRC Sale Capital A RMB108 million (approximately HK$ million), representing 80% of the equity interest in Xiamen Xunda owned by Vendors A as at the date of this announcement Sale Capital B RMB60 million (approximately HK$72.96 million), 60% of the equity interest in Meishan Xunda owned by Vendors B as at the date of this announcement Share(s) ordinary share(s) of HK0.10 each in the share capital of the Company Shareholder(s) holder(s) of the Shares Speedy Treasure (Speedy Treasure Investment Limited # ) a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company Stock Exchange The Stock Exchange of Hong Kong Limited 19

20 Target Companies Xiamen Xunda and Meishan Xunda Vendors A (Zhang Yifan # ), (Zhou Honglin # ), (Li Wenping # ), (Wang Kaiping # ) and (Shen Bin # ), vendors of the Sale Capital A Vendors B Xiamen Xunda, Zhongtai, (Zhou Honglin # ), (Zhang Yifan # ), (Shen Bin # ), (Li Chunming # ) and (Li Wenping # ), vendors of the Sale Capital B Xiamen Xunda (Xiamen Xunda Hongtong Warehouse Company Limited # ), a limited liability company established under the laws of PRC Zhongtai (Shenzhen Zhongtai Tiancheng Group Company Limited # ), one of the vendors of the Sale Capital B % per cent By order of the Board Beijing Properties (Holdings) Limited Siu Kin Wai Company Secretary Hong Kong, 17 November 2015 As at the date of this announcement, Mr. Yu Li, Mr. Qian Xu, Mr. Jiang Xinhao, Mr. Siu Kin Wai, Mr. Yu Luning, Mr. Liu Xueheng and Mr. Ang Renyi are the executive Directors; and Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Chan Yuk Cheung are the independent non-executive Directors. For the purpose of this announcement, unless otherwise indicated, conversion of RMB into HK$ is calculated at the approximate exchange rate of RMB1.00 to HK$ This exchange rate is for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be exchanged at this or any other rate at all. # The English transliteration of the Chinese names in the announcement, where indicated, is included for information only, and should not be regarded as the official English names of such Chinese names. 20