JINGRUI 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. JINGRUI HOLDINGS LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01862) DISCLOSEABLE TRANSACTION DISPOSAL OF 60% EQUITY INTEREST IN NINGBO JIAMU DISPOSAL OF 60% EQUITY INTEREST IN NINGBO JIAMU The Board announces that Ningbo Ruice, an indirect wholly owned subsidiary of the Company, entered into the Cooperation Agreement with the Purchasers, for the purchase of an aggregate 60% of the equity interest in, and take the assignment of 60% of the Shareholder s Loan of, Ningbo Jiamu by the Purchasers from Ningbo Ruice at an aggregate consideration of RMB208,853, in order to jointly develop the Land located at Jiangshan Town, Yinzhou District, Ningbo, PRC. Pursuant to the terms of the Cooperation Agreement, the Parties have also agreed to certain provisions for the management and administration of the affairs and business of Ningbo Jiamu and Ningbo Jinghang. Upon the completion of the Disposal, each of Ningbo Jiamu and Ningbo Jinghang will cease to be a subsidiary of the Group, and each of them will be accounted for as a joint venture of the Company. The Group will hold 40% of the equity interest in Ningbo Jiamu, and in turn 40% effective interest in Ningbo Jinghang, and such retained interest will be accounted for in the Company s consolidated financial statements as investment in joint venture using equity method of accounting. LISTING RULES IMPLICATIONS As at least one of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Disposal is more than 5% but all of the applicable percentage ratios are less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. 1

2 DISPOSAL OF 60% EQUITY INTEREST IN NINGBO JIAMU The Board announces that Ningbo Ruice, an indirect wholly owned subsidiary of the Company, entered into the Cooperation Agreement with the Purchasers, for the purchase of an aggregate 60% of the equity interest in, and take the assignment of 60% of the Shareholder s Loan of, Ningbo Jiamu by the Purchasers from Ningbo Ruice in order to jointly develop the Land located at Jiangshan Town, Yinzhou District, Ningbo, PRC. Pursuant to the terms of the Cooperation Agreement, the Parties have also agreed to certain provisions for the management and administration of the affairs and business of Ningbo Jiamu and Ningbo Jinghang. PRINCIPAL TERMS OF THE COOPERATION AGREEMENT The principal terms of the Cooperation Agreement are summarized below: Date 5 January 2017 Parties Seller: Purchasers: Ningbo Ruice, an indirect wholly owned subsidiary of the Company established in the PRC, holding 100% of the equity interest in Ningbo Jiamu Ningbo Huangao, acquiring 40% of the equity interest in Ningbo Jiamu Ningbo Haishu Kangfa, acquiring 20% of the equity interest in Ningbo Jiamu Target: Project Company: Ningbo Jiamu, an indirect wholly owned subsidiary of the Company established in the PRC, with a registered capital of RMB5,000,000, and which holds 100% of the equity interest in Ningbo Jinghang Ningbo Jinghang, an indirect wholly owned subsidiary of the Company established in the PRC, with a registered capital of RMB5,000,000, and which directly holds the Land in Jiangshan Town, Yinzhou District, Ningbo, PRC To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, each of (i) Ningbo Huangao and its ultimate substantial beneficial owners as publicly disclosed by Longfor and (ii) Ningbo Haishu Kangfa and its ultimate beneficial owners are Independent Third Parties. Subject matter Pursuant to the Cooperation Agreement, Ningbo Ruice agreed to sell an aggregate of 60% of its equity interest in Ningbo Jiamu to the Purchasers, being 40% and 20% of its equity interest in Ningbo Jiamu to Ningbo Huangao and Ningbo Haishu Kangfa, respectively. 2

3 Consideration The aggregate consideration for the Disposal is RMB208,853, The relevant consideration payable by each of Ningbo Huangao and Ningbo Haishu Kangfa is RMB139,235, and RMB69,617,815.40, respectively. In particular, the consideration payable by Ningbo Huangao to Ningbo Ruice in respect of the Disposal of RMB139,235, comprise of (i) RMB2,000,000 as consideration for the transfer of the 40% equity interest in Ningbo Jiamu and (ii) an amount of RMB137,235,630.80, representing 40% of the outstanding principal amount of the Shareholder s Loan owed by Ningbo Jiamu to Ningbo Ruice as of the date of the Cooperation Agreement, which shall be assigned to Ningbo Huangao. The consideration payable by Ningbo Haishu Kangfa to Ningbo Ruice in respect of the Disposal of RMB69,617, comprise of (i) RMB1,000,000 as consideration for the transfer of the 20% equity interest in Ningbo Jiamu and (ii) an amount of RMB68,617,815.40, representing 20% of the outstanding principal amount of the Shareholder s Loan owed by Ningbo Jiamu to Ningbo Ruice as of the date of the Cooperation Agreement, which shall be assigned to Ningbo Haishu Kangfa. Payment of the consideration The consideration shall be payable in cash by each of the Purchasers. Pursuant to the Cooperation Agreement, (i) each of the Purchasers shall within three business days from the date of the Cooperation Agreement opened a separate bank account in the name of Ningbo Ruice, and which shall be jointly controlled by the relevant Purchaser and Ningbo Ruice; (ii) each of the Purchasers shall pay the consideration in full to the relevant bank account under joint control as mentioned in (i) above within five business days from the date on which such bank account is opened; (iii) Ningbo Ruice shall complete the relevant business registration process concerning the transfer of the 40% and 20% equity interests in Ningbo Jiamu to Ningbo Huangao and Ningbo Haishu Kangfa, respectively, with the local Administration for Industry and Commerce within ten business days from the date on which Ningbo Huangao or Ningbo Haishu Kangfa paid the consideration in full to the relevant bank account pursuant to (ii) above; and (iv) each of the Purchasers shall cease its control over the relevant bank account under joint control within two business days from the date of completion of the business registration process as stipulated in (iii) above and the consideration paid into the relevant bank account shall be released in full forthwith to Ningbo Ruice. 3

4 Basis of the consideration The consideration was arrived at after arm s length negotiations among the Parties, and was determined with reference to the land premium and associated cost of the Land of approximately RMB348.1 million, as well as the proportion of equity interests in Ningbo Jiamu to be held by each Party after completion of the Disposal. Board of directors and management Pursuant to the terms of the Cooperation Agreement, the board of directors of Ningbo Jiamu shall be comprised of five directors, one of whom shall be nominated by Ningbo Ruice, three by Ningbo Huangao and one by Ningbo Haishu Kangfa. The chairman of the board of directors of Ningbo Jiamu shall be appointed by Ningbo Huangao. As set out in the Cooperation Agreement, the daily management of Ningbo Jiamu shall be delegated to the general manager, whom shall be appointed by the board of directors of Ningbo Jiamu. As Ningbo Jinghang is directly wholly owned by Ningbo Jiamu, pursuant to the Cooperation Agreement, all major decisions of Ningbo Jinghang, including those that are accustomed to be made by its shareholder, shall be made and determined by the board of directors of Ningbo Jiamu. Profit sharing and distributions Pursuant to the terms of the Cooperation Agreement, subject to the repayment of all existing indebtedness, the shareholders, being Ningbo Ruice and the Purchasers, shall be entitled to share in the profits of Ningbo Jiamu in proportion to their respective equity interests in Ningbo Jiamu, provided that any such distributions do not affect the operations of Ningbo Jiamu and Ningbo Jinghang, in particular the development and construction of the Land. INFORMATION ON THE PARTIES The Seller Ningbo Ruice is an indirect wholly owned subsidiary of the Company and as of the date of this announcement, owns 100% of the equity interest in Ningbo Jiamu. The Purchasers Ningbo Huangao is a company established in the PRC and its principal business activity is investment holding. Ningbo Huangao is an indirect wholly owned subsidiary of Longfor Properties Co. Ltd., the shares of which are listed on the Main Board of the Stock Exchange (stock code: 960). Longfor, together with its subsidiaries, are principally engaged in the property development, property investment and property management businesses in China. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, each of Ningbo Huangao, Longfor and its ultimate substantial beneficial owners as publicly disclosed by Longfor is independent of and not connected with the Company or any of its connected persons. 4

5 Ningbo Haishu Kangfa is a company established in the PRC. Its principal business activity is investment holding. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, each of Ningbo Haishu Kangfa and its ultimate beneficial owner is independent of and not connected with the Company or any of its connected persons. The Target, Ningbo Jiamu Ningbo Jiamu is a company established in the PRC with limited liability and its principal business activity is investment holding. As of the date of this announcement, Ningbo Jiamu is an indirect wholly owned subsidiary of the Company, and holds 100% of the equity interest in Ningbo Jinghang. The Project Company, Ningbo Jinghang Ningbo Jinghang is a company established in the PRC with limited liability and directly holds the Land for future development. As of the date of this announcement, Ningbo Jinghang is a direct wholly owned subsidiary of Ningbo Jiamu. As of 31 December 2016, the combined unaudited net asset value of Ningbo Jiamu and Ningbo Jinghang was approximately RMB5.01 million. Ningbo Jinghang has not commenced development of the Land, and accordingly, Ningbo Jiamu and Ningbo Jinghang did not generate any revenue nor any gross profit up to the date of this announcement. The combined unaudited profit before tax and profit after tax of Ningbo Jiamu and Ningbo Jinghang for the period commencing from their respective date of establishment in August 2016 and ending on 31 December 2016 was approximately RMB0.01 million and RMB0.01 million, respectively. INFORMATION ON THE LAND In September 2016, Ningbo Jinghang succeeded in bidding for, and has entered into the State-owned Construction Land Use Right Contract ( ) with Yinzhou Land Bureau in connection with the acquisition of the Land, Core Residential Land No. 3, Jiangshan Town, Yinzhou District, Ningbo, the PRC, at the price of approximately RMB347.6 million. The Land has a total site area of 41,088 square meters and a planned above-ground gross floor area of not exceeding 82,176 square meters and a height restriction of 65 meters. The Land shall be used for the development residential and commercial properties. The term of the land use right of the Land is 70 years with respect to its residential units and 40 years with respect to its commercial units. FINANCIAL EFFECTS OF AND USE OF PROCEEDS FROM THE DISPOSAL The Company does not expect to record any gains or losses on the Disposal as the consideration for the Disposal is determined with reference to the book value of the Land and that the transfer of the registered capital and the assignment of the Shareholder s Loan was conducted at par. However, Shareholders should note that the exact amount of the gain or loss (if any) on the Disposal to be recorded in the consolidated income statement of the Group for the year ended 31 December 2016 is subject to audit. Upon the completion of the Disposal, each of Ningbo Jiamu and Ningbo Jinghang will cease to be a subsidiary of the Group, and each of them will be accounted for as a joint venture of the Company. The Group will hold 40% of the equity interest in Ningbo Jiamu, and in turn 40% effective interest in Ningbo Jinghang, and such retained interest will be accounted for in the Company s consolidated financial statements as investment in joint venture using equity method of accounting. The Group intends to apply the proceeds from the Disposal for general working capital purposes. 5

6 REASONS FOR THE DISPOSAL The Group is principally engaged in the property development business in the Yangtze River Delta region and the Disposal is conducted in the ordinary and usual course of business of the Group. The Land is intended to be developed as a commercial and residential project. The Company believes the strategic partnership with the Purchasers to develop the Land will be beneficial to the general growth and expansion of the Group. The Directors consider the Disposal is in the interests of the Company and the Shareholders as a whole and the terms thereof are on normal commercial terms, which are fair and reasonable. The terms of the Cooperation Agreement and the Disposal have been arrived at after arm s length negotiations between the Parties. The consideration was agreed between the Parties by reference to the land premium and associated cost of the Land of approximately RMB348.1 million, as well as their respective proportion of equity interests in Ningbo Jiamu after the Disposal. The Directors (including the independent non-executive Directors) have confirmed that the terms of the Cooperation Agreement, the Disposal and the transactions contemplated thereunder are on normal commercial terms or better and in the ordinary course of business of the Group, fair and reasonable, and in the interests of the Company and its Shareholders as a whole. LISTING RULES IMPLICATIONS As at least one of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Disposal is more than 5% but all of the applicable percentage ratios are less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. In addition, the Group and the Purchasers have not entered into any transactions in the past 12 months that would need to be aggregated with the Disposal pursuant to Rule of the Listing Rules. DEFINITIONS In this announcement, the following expressions have the following meanings, unless the context requires otherwise: Board China or PRC Company connected persons the board of Directors the People s Republic of China, for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan area Jingrui Holdings Limited ( *), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed to it under the Listing Rules 6

7 Cooperation Agreement Director(s) Disposal Group Hong Kong Independent Third Party(ies) Land Listing Rules Longfor Parties Purchasers Ningbo Haishu Kangfa Ningbo Huangao the cooperation agreement dated 5 January 2017 entered into between Ningbo Ruice and the Purchasers in connection with the Disposal and the management and administration of the affairs and business of Ningbo Jiamu and Ningbo Jinghang the director(s) of the Company the disposal of an aggregate 60% of the equity interest in, and the assignment of 60% of the Shareholder s Loan of, Ningbo Jiamu by Ningbo Ruice to the Purchasers at an aggregate consideration of RMB208,853, the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC an individual(s) or a company(ies) who or which is (are) independent of the Company and its connected persons the land held by Ningbo Jinghang comprising the zone portions situated at Core Residential Land No. 3, Jiangshan Ton, Yinzhou District, Ningbo, the PRC ( 3 ), with a total site area of approximately 41,088 square meters the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time Longfor Properties Co. Ltd., a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 960) Ningbo Ruice, Ningbo Huangao, Ningbo Haishu Kangfa, Ningbo Jiamu and Ningbo Jinghang, the parties to the Cooperation Agreement, and a Party shall mean each and any one of them as the context may require Ningbo Huangao and Ningbo Haishu Kangfa, and each, a Purchaser Ningbo Haishu Kangfa Corporate Management Consulting Co., Ltd. ( ), a limited liability company established in the PRC and an Independent Third Party Ningbo Huangao Investment Management Co., Ltd. ( ), a limited liability company established in the PRC, an indirect wholly owned subsidiary of Longfor and an Independent Third Party 7

8 Ningbo Jiamu or Target Ningbo Jinghang or Project Company Ningbo Ruice or Seller RMB Shareholder(s) Shareholder s Loan Stock Exchange Yinzhou Land Bureau Ningbo Jiamu Investment Co., Ltd. ( ), a limited liability company established in the PRC on 4 August 2016, an indirect wholly owned subsidiary of the Company as of the date of this announcement, and which holds 100% of the equity interest in Ningbo Jinghang Ningbo Jinghang Property Co., Ltd. ( ), a limited liability company established in the PRC on 25 August 2016, an indirect wholly owned subsidiary of the Company as of the date of this announcement, and the direct owner of the Land Ningbo Ruice Investment Co., Ltd. ( ), a limited liability company established in the PRC, an indirect wholly owned subsidiary of the Company and holds 100% of the equity interest in Ningbo Jiamu as of the date of this announcement Renminbi, the lawful currency of the PRC the holder(s) of the share(s) of the Company the shareholder s loan with a total outstanding principal amount of RMB348,089,077 as of the date of this announcement extended to Ningbo Jiamu by Ningbo Ruice for the purpose of the acquisition of the Land The Stock Exchange of Hong Kong Limited the Yinzhou Branch of Ningbo Municipal Bureau of Land and Resources ( ), a PRC government bureau % per cent. The Chinese name of the entities incorporated in the PRC is the official name and the English name is the translation for identification purpose only. Hong Kong, 5 January 2017 By Order of the Board Jingrui Holdings Limited Yan Hao Chen Xin Ge Co-chairmen As at the date of this announcement, the Board of Directors of the Company comprises Yan Hao, Chen Xin Ge, Yang Tie Jun and Xu Chao Hui, as executive Directors; Han Jiong, Qian Shi Zheng and Lo Wing Yan William, as independent non-executive Directors. * For identification purpose only 8