GUORUI PROPERTIES 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. GUORUI PROPERTIES LIMITED (Incorporated in the Cayman Islands with limited liability under the name of Glory Land Company Limited ( ) and carrying on business in Hong Kong as Guorui Properties Limited ) (Stock Code: 2329) CONNECTED TRANSACTION DISPOSAL OF EQUITY INTEREST IN GLORY SERVICES The board of directors (the Board ) of Guorui Properties Limited (the Company, together with its subsidiaries, the Group ) announces that, on December 31, 2016, Beijing Glory Xingye Real Estate Holding Ltd.* ( ) ( New Beijing Glory ) and Shenzhen Glory Industrial Development Co., Ltd.* ( ) ( Shenzhen Glory Industrial ) entered into an equity transfer agreement (the Agreement ), pursuant to which New Beijing Glory has agreed to sell and Shenzhen Glory Industrial has agreed to purchase the 100% equity interest in Beijing Glory Property Services Co., Ltd.* ( ) ( Glory Services ) (the Disposal ). The consideration for the Disposal is RMB5,000,000. LISTING RULES IMPLICATIONS As of the date of this announcement, Glory Services is a wholly-owned subsidiary of New Beijing Glory, which is a subsidiary of the Company and indirectly owned as to 80% by the Company. Shenzhen Glory Industrial, as the Purchaser, is an indirect wholly-owned subsidiary of Shantou Glory Investment Co., Ltd.* ( ) ( Shantou Glory Investment ), which is wholly-owned by Mr. Zhang Zhangsun, chairman of the Company (the Chairman ) and as one of the Company s executive directors, and is therefore a connected person of the Company. 1

2 Accordingly, the Disposal under the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ). As one or more of the applicable percentage ratios calculated under Listing Rule for the Disposal represents more than 0.1% but less than 5%, the Disposal is subject to announcement and reporting requirements and is exempted from the circular and independent shareholders approval requirements under Chapter 14A of the Listing Rules. DETAILS OF THE AGREEMENT Date December 31, 2016 Parties The Vendor: New Beijing Glory The Purchaser: Shenzhen Glory Industrial Subject 100% equity interest in Glory Services Value of the Subject Pursuant to the review of the unaudited accounts as of June 30, 2016 of Glory Services by the Company, the value of net assets of Glory Services amounted to approximately RMB2,399,799. Consideration The consideration for the Disposal is RMB5,000,000. The consideration was arrived at after arm s length negotiations between the parties, taking into account the net assets value of Glory Services. The consideration shall be paid by Shenzhen Glory Industrial to New Beijing Glory in cash on a one-off basis within 10 days from the date of the Agreement. The Agreement shall become effective on the date of the Agreement. 2

3 INFORMATION ON GLORY SERVICES Glory Services is a company incorporated in the PRC with limited liabilities and is wholly-owned by New Beijing Glory as at the date of this announcement. The business scope of Glory Services is property management and services. The financial information of Glory Services for the financial years ended December 31, 2014 and 2015 are set out below: Year ended December (RMB) Year ended December (RMB) Net profit before tax 94,708 2,778,483 Net profit after tax -160,512 2,083,182 As of June 30, 2016, the unaudited value of net assets of Glory Services amounted to approximately RMB2,399,799. Glory Services will not continue to be a subsidiary of the Company and any transactions with the Group will constitute connected transactions of the Company upon completion of the Disposal. The Company will comply with the disclosure requirements of the Listing Rules in respect of such transactions, if any. FINANCIAL IMPLICATIONS OF THE DISPOSAL AND USE OF PROCEEDS Based on the carrying value of Glory Services of approximately RMB4,880,000 as of December 31, 2016, it is estimated that the Company will realise a gain from the Disposal of approximately RMB120,000, being the difference between the consideration for the Disposal and the carrying value of Glory Services as of December 31, The net proceeds of the Disposal to be received by the Company are intended to be used for general working capital. REASONS FOR AND BENEFITS OF THE DISPOSAL As a property developer, the Group has business operations in many main cities in the PRC and is principally engaged in property development. The Directors believe that the disposal of Glory Services being a non-core business, which has relatively lower profit margin, will be beneficial for the Company to better utilize its strengths and 3

4 resources to focus on further developing its principal businesses. Meanwhile, the Company understands that Glory Services will seek for a market-driven operating model, so as to further develop and grow its own business. The directors of the Company (including independent non-executive directors) (the Directors or the Director ) are of the view that the Disposal is on normal commercial terms or better, and the terms of the Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. INFORMATION ON THE COMPANY, NEW BEIJING GLORY AND SHENZHEN GLORY INDUSTRIAL The Company is principally engaged in property development and investment in the PRC. New Beijing Glory is a company incorporated in the PRC with limited liabilities. It is an investment holding company. Shenzhen Glory Industrial is a company incorporated in the PRC with limited liabilities. It is principally engaged in investment management and consultation. LISTING RULES IMPLICATIONS As of the date of this announcement, Glory Services is a wholly-owned subsidiary of New Beijing Glory, which is a subsidiary of the Company and indirectly owned as to 80% by the Company. Shenzhen Glory Industrial, as the Purchaser, is an indirect wholly-owned subsidiary of Shantou Glory Investment, which is wholly-owned by the Chairman and as one of the Company s executive directors, and is therefore a connected person of the Company. Accordingly, the Disposal under the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated under Listing Rule for the Disposal represents more than 0.1% but less than 5%, the Disposal is subject to announcement and reporting requirements and is exempted from the circular and independent shareholders approval requirements under Chapter 14A of the Listing Rules. 4

5 The Chairman, being the connected Director, Ms. Ruan Wenjuan (spouse of the Chairman) and Ms. Zhang Jin (daughter of the Chairman), in view of their relationship with the Chairman, have abstained from voting at the Board meeting for the approval of the relevant resolutions in respect of the Disposal and in accordance with the requirements of the Listing Rules. Save as disclosed above, none of the other Directors has any material interest in the Disposal or has to abstain from voting at the Board meeting. PRC, January 3, 2017 By order of the Board Guorui Properties Limited Zhang Zhangsun Chairman As at the date of this announcement, the board of directors of the Company comprises Mr. Zhang Zhangsun, Mr. Ge Weiguang, Ms. Ruan Wenjuan and Ms. Zhang Jin as executive Directors and Mr. Luo Zhenbang, Mr. Lai Siming and Ms. Chen Jingru as independent non-executive Directors. 5