GREENLAND HONG KONG 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. GREENLAND HONG KONG HOLDINGS LIMITED (incorporated in the Cayman Islands with limited liability) (Stock Code: 337) CONNECTED TRANSACTION FORMATION OF JOINT VENTURE The Board is pleased to announce that on 2 March 2016, pursuant to the Cooperation Framework Agreement, Haikou Greenland (an indirect wholly owned subsidiary of the Company) and the Haikou Municipal Authority, have agreed to incorporate, together with Greenland Construction, a JV Company for the purpose of financing and carrying out the Project. The total investment amount shall be RMB600 million and the parties intend that Haikou Greenland, Greenland Construction and Haikou Urban Construction (on behalf of the Haikou Municipal Authority) will own 32.5%, 32.5% and 35% of the JV Company (respectively). Upon completion of the Project, Haikou Municipal Authority will grant the JV Company a special operating permit in relation to the Land. As at the date of this announcement, Greenland Holding indirectly holds approximately 59.07% of the entire issued ordinary share capital of the Company and is a connected person of the Company under the Listing Rules. As at the date of this announcement, Greenland Construction is an indirect wholly-owned subsidiary of Greenland Holding. Accordingly, Greenland Construction is a connected person of the Company under the Listing Rules. Cooperation Framework contemplates that Greenland Construction will be a shareholder of the JV Company. The formation of the JV Company is thus a connected transaction. As the highest applicable percentage ratio in respect of the Cooperation Framework Agreement and the transactions contemplated thereunder is more than 0.1% but less than 5%, the Cooperation Framework Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company subject to the notification and announcement requirements under Chapter 14A of the Listing Rules only. 1

2 THE COOPERATION FRAMEWORK AGREEMENT Date 2 March 2016 Parties (1) Haikou Greenland (a wholly-owned subsidiary of the Company) (2) Haikou Municipal Authority (an independent third party) Subject matter of the Cooperation Framework Agreement To carry out the Project on the Land, which shall include reconstruction work such as city pipeline engineering project, reconstruction of non-motor vehicle lanes and sidewalks on both sides of the road, building four new underground pedestrian passageways, landscape ecological restoration project, road transport facilities and public foundation facilities to compliment and complete road maintenance operations. Further, upon completion of the reconstruction, for the JV Company to receive a special operating permit in relation to the Land from the Haikou Municipal Authority. Haikou Greenland shall complete the design and construction of the Project on or before 20 March The total investment amount for the JV Company shall be RMB600 million and the operation of the JV Company shall be limited to 10 years from the date of the Project s acceptance, the details of which shall be more clearly defined in a PPP agreement between the parties. The total investment amount was arrived at after arm s length negotiation between the parties with reference to the business prospects of the JV Company. Establishment of the JV Company Pursuant to the Cooperation Framework Agreement, Haikou Greenland, Greenland Construction and Haikou Urban Construction (on behalf of the Haikou Municipal Authority), will incorporate a JV Company with an initial registered capital of RMB180 million, representing 30% of the total investment amount. Haikou Greenland, Greenland Construction and Haikou Urban Construction will own as to 32.5%, 32.5% and 35% of the JV Company respectively. Within 10 days of signing the Cooperation Framework Agreement and establishing the JV Company, Haikou Urban Construction (on behalf of the Haikou Municipal Authority) shall contribute RMB60 million of the registered capital, and Haikou Greenland and Greenland Construction will jointly increase the registered capital by RMB20 million. The parties intend to fund the balance of the total investment amount through bank loans or other third party finance, failing which they may proportionately contribute up to the total investment amount in the form of further equity or loans. The said capital commitments of Haikou Urban Construction (on behalf of the Haikou Municipal Authority), Haikou Greenland and Greenland Construction shall be used by the JV Company to finance the Project. Upon completion of the Project, Haikou Municipal Authority will grant the JV Company a special operating permit in relation to the Land. 2

3 Management of the JV Company The JV Company shall be supervised by Haikou Urban Construction. Effective date of the Cooperation Framework Agreement The Cooperation Framework Agreement shall become effective on the date of affixing the seal on the Cooperation Framework Agreement. Corporate Structure The corporate structure of the JV Company immediately after the completion of the subscription will be as follows: Greenland Holdings 59% the Company Haikou SASAC 100% 100% 100% Haikou Greenland Greenland Construction Haikou Urban Construction 32.5% 32.5% 35% the JV Company As at the date of this Announcement, the Company confirms that, to the best of the directors knowledge, information and belief having made all reasonable enquiry, Haikou Municipal Authority, Haikou SASAC and Haikou Urban Construction are third parties independent of and not connected with the Company and its connected persons, under the Listing Rules. GENERAL INFORMATION The JV Company is yet to be established. The Land is from Xinda Dazhou Road South Nandu East Bridge to the Airport Highway Ring Road (including the overpasses and nearby greenery) in Haikou District, Hainan Province, the PRC, having a total size of 4.8 miles. 3

4 The Group is principally engaged in real estate development in various cities in the PRC including Shanghai, Kunming, Huangshan, Suzhou, Changshu, Wuxi, Haikou and Taiyuan. Haikou Greenland is principally engaged in real estate development. Greenland Construction, an indirect wholly-owned subsidiary of the Group, is principally engaged in real estate construction. Haikou Municipal Authority is a PRC governmental authority of Haikou, Hainan Province, the PRC. Haikou Urban Construction is principally engaged in government investment projects, general contracting and project management for municipal construction projects. REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION FRAMEWORK AGREEMENT It is one of the Group s strategies to develop quality real estate projects with growing potential to maintain a healthy and sustainable development of the Group in the long run. The Board believes that the Project is one of the primary focuses of development in Haikou. and that the Project is a quality real estate reconstruction project in a prime location. The Board (including the independent non-executive Directors) considers that the Project is on normal commercial terms which are fair and reasonable and, in the ordinary course of business and in the interests of the Company and the shareholders as a whole. Mr. Chen Jun and Mr. Wu Zheugkui abstained from voting at the meeting of the Board due to conflict of interest. LISTING RULES IMPLICATIONS As at the date of this announcement, Greenland Holding indirectly holds approximately 59.07% of the entire issued ordinary share capital of the Company and is a connected person of the Company under the Listing Rules. As at the date of this announcement, Greenland Construction is an indirect wholly-owned subsidiary of Greenland Holding. Accordingly, Greenland Construction is a connected person of the Company under the Listing Rules. The Cooperation Framework Agreement contemplates that Greenland Construction will be a shareholder of the JV Company. The formation of the JV Company is thus a connected transaction. As the highest applicable percentage ratio in respect of the Cooperation Framework Agreement and the transactions contemplated thereunder is more than 0.1% but less than 5%, the Cooperation Framework Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company subject to the notification and announcement requirements under Chapter 14A of the Listing Rules only. 4

5 DEFINITIONS Unless otherwise defined, capitalised terms used in this announcement shall have the following meanings: Company Cooperation Framework Agreement Greenland Construction Greenland Holding Group Haikou Greenland Haikou Municipal Authority Haikou SASAC Haikou Urban Construction JV Company Greenland Hong Kong Holdings Limited, a company incorporated with limited liability in the Cayman Islands whose shares are listed on the Stock Exchange (stock code: 337) the cooperation framework agreement in respect of the development of the Land dated 2 March 2016 entered into by the Haikou Municipal Authority and Haikou Greenland Shanghai Greenland Construction Co., Ltd* ( ), a company established under the laws of the PRC with limited liability and an indirect wholly-owned subsidiary of Greenland Holding Greenland Holdings Corporation Limited ( ), a company established under the laws of PRC and listed on the Shanghai Stock Exchange (stock code: SH), and the controlling shareholder of the Company the Company and its subsidiaries Haikou Greenland Hongxiang Properties Limited* ( ), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company, a PRC governmental authority of Haikou, Hainan Province Haikou State-owned Assets Supervision and Administration Commission* ( ), a PRC governmental authority of Haikou, Hainan Province Haikou Urban Construction Group Co., Ltd ( ), a company established under the laws of the PRC with limited liability and a wholly owned subsidiary of Haikou SASAC a company to be incorporated by the parties to the Cooperation Framework Agreement 5

6 Land Listing Rules PRC Project RMB Stock Exchange the land situated in Haikou District, Hainan Province of the PRC, further particulars of which are set out in the section headed General Information of this announcement the Rules Governing the Listing of Securities on the Stock Exchange 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 the re-construction project in relation to the Land, further particulars of which are set out in the section headed The Subject matter of the Cooperation Agreement of this announcement Renminbi, the lawful currency of the PRC The Stock Exchange of Hong Kong Limited By Order of the Board Greenland Hong Kong Holdings Limited Chen Jun Chairman Hong Kong, 2 March 2016 As at the date of this announcement, the executive Directors are Mr. Chen Jun, Mr. Wang Weixian, Mr. Hou Guangjun, Mr. Wu Zhengkui, Ms. Wang Xuling and Mr. You Defeng; and the independent non-executive Directors are Mr. Cheong Ying Chew, Henry, Mr. Fong Wo, Felix, JP and Mr. Kwan Kai Cheong. * For identification purposes only 6