POKFULAM DEVELOPMENT COMPANY 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. POKFULAM DEVELOPMENT COMPANY LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 225) DISCLOSEABLE TRANSACTION DISPOSAL OF INTEREST IN A JOINT VENTURE The Company announces that on 4 February 2016, the Vendor (an indirect wholly-owned subsidiary of the Company) entered into the Agreement and the Supplemental Agreement with the Purchaser pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase the Sale Shares, representing one-third of the issued shares of the Joint Venture as at the date of this announcement, and to purchase and take assignment of the Sale Loan, at the aggregate Consideration of RMB100,000,000 (equivalent to approximately HK$118,900,000) in accordance with the terms and conditions of the Amended and Supplemented Agreement. Since one or more of the applicable percentage ratios in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements as set out in Chapter 14 of the Listing Rules. Shareholders and potential investors should note that the Transaction is subject to fulfilment of the conditions set out in this announcement and exercise caution when dealing in the shares of the Company. On 4 February 2016, the Vendor (an indirect wholly-owned subsidiary of the Company) entered into the Agreement and the Supplemental Agreement with the Purchaser pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase the Sale Shares, representing one-third of the issued shares of the Joint Venture as at the date of this announcement, and to purchase and take the assignment of the Sale Loan, at the aggregate Consideration of RMB100,000,000 (equivalent to approximately HK$118,900,000) in accordance with the terms and conditions of the Amended and Supplemented Agreement. 1

2 THE AGREEMENT Date 4 February 2016 (after trading hours) Parties (1) Vendor: Dynabest (an indirect wholly-owned subsidiary of the Company); (2) Purchaser: Tian Ya To the best of the Directors knowledge, information and belief having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner are third parties independent of the Company and connected persons (as defined in the Listing Rules) of the Company. Assets to be disposed of (1) Sale Shares, i.e. 3,330 ordinary shares of the Joint Venture, representing one-third of its issued shares as at the date of this announcement; and (2) Sale Loan. Consideration The aggregate Consideration for the Sale Shares and the Sale Loan payable by the Purchaser under the Agreement is RMB100,000,000 (equivalent to approximately HK$118,900,000) in cash or an equivalent amount in Hong Kong dollars. Pursuant to the Agreement, the Consideration will be paid to an escrow account of the legal representative designated by the Vendor (the Escrow Agent ) within 5 business days after fulfilment of the Payment Conditions, which will be released to the Vendor upon the Vendor s and the Purchaser s instructions on the Completion Date. The aggregate Consideration was determined by the Vendor and the Purchaser at arm s length by reference to (i) the value of the net tangible assets of the Joint Venture as shown in its latest management accounts as at 31 December 2015; and (ii) the outlook of the Joint Venture with the completion of the development of Silver Gain Plaza in the PRC. 2

3 Payment Conditions The Consideration will be paid by the Purchaser after completion of, among others, the following matters:- (1) the provision of a loan amount of RMB366,000,000 (equivalent to approximately HK$435,200,000) (the Finance Amount ) by the Purchaser or other finance provider(s) appointed by the Purchaser to the PRC Company; (2) the mortgage of the relevant retail property in Silver Gain Plaza Phase II located in Nos. 286, 320 and 308 Dongxiao Nan Road, Haizhu District, Guangzhou City having been registered with Guangzhou Land Bureau; (3) the Finance Amount being applied by the PRC Company for the following specific purposes: (i) approximately RMB201,500,000 (equivalent to approximately HK$239,600,000) to be used for payment of dividend and repayment of shareholders loan to the Joint Venture; and (ii) the remaining amount of approximately RMB164,500,000 (equivalent to approximately HK$195,600,000) to be used for other purposes as agreed between the PRC Company and the Purchaser; (4) upon receipt of the payment of approximately RMB201,500,000 (equivalent to approximately HK$239,600,000) under item (3) above from the PRC Company, the Joint Venture evenly repaying the shareholders of the Joint Venture part of the loans owing by the Joint Venture to the Vendor and other shareholders of the Joint Venture; and (5) the PRC Company obtaining the Building Ownership Certificate of the retail property in Silver Gain Plaza Phases III and IV located in Nos. 282 and 284 Dongxiao Nan Road, Haizhu District, Guangzhou City; (collectively, the Payment Conditions ). Conditions precedent Completion of the Transaction is conditional upon:- (1) Payment Conditions (3) and (5); and (2) Save for the Sale Loan and any other shareholders loans, the Joint Venture settling all tax and other liabilities due before the Completion Date (the Other Condition ); 3

4 Both the Vendor and the Purchaser agree that they will use their best endeavours to cooperate and strive to complete the above conditions precedent within 6 months after the signing of the Agreement or such later date as may be agreed by the Vendor and the Purchaser in writing (the Long Stop Date ). If the above conditions precedent are not fulfilled on or before the Long Stop Date, the Agreement shall terminate automatically and whereupon none of the parties shall have any obligations towards the others save and except for any antecedent breach. Completion Completion shall take place within 5 business days after fulfilment of the following:- (1) Payment of the Consideration by the Purchaser into the Escrow Agent s escrow account; (2) Other Condition; and (3) the PRC Company having completed the registration of change in the authorised representative of the PRC Company nominated by the Vendor with the relevant department of administration for industry and commerce, and the procedures for change of the 2 directors of the PRC Company nominated by the Vendor. THE SUPPLEMENTAL AGREEMENT Date 4 February 2016 (after trading hours) Parties (1) Vendor: Dynabest (an indirect wholly-owned subsidiary of the Company); (2) Purchaser: Tian Ya Material terms Pursuant to the Supplemental Agreement, the Vendor and the Purchaser agree that, among other things:- (1) Payment Condition (1) will be fulfilled on or before 19 February 2016; and (2) Save for the amendments as set out in the Supplemental Agreement, all other provisions of the Agreement remain in full force and effect. 4

5 FINANCIAL IMPACT AND INTENDED APPLICATION OF THE PROCEEDS FROM THE TRANSACTION The Company expects to record a net gain from the Transaction of approximately HK$50 million in its consolidated income statements for the year ending 30 September 2016 calculated based on the carrying value of the Joint Venture as stated in the consolidated financial statements of the Company as at the Completion Date. The Transaction will result in a release of an estimated HK$9 million non-cash income from foreign exchange reserves to the consolidated income statement of the Company. This income represents the cumulative RMB/HK$ exchange rate movements since inception of the investment. The net gain from the Transaction as disclosed above is subject to review and audit by auditors of the Company. Following completion of the Transaction, the Vendor will no longer hold any of the issued shares of the Joint Venture. The Board intends the net proceeds received from the Transaction to be used for general working capital. REASONS FOR AND BENEFITS OF THE TRANSACTION The Company is one of the Hong Kong based property investors. The Company s primary reason for entering into the Transaction is consistent with its strategy to further focus on its investing activities in non-retail properties. The Directors believe that the terms of the Amended and Supplemented Agreement (including the Consideration) are fair and reasonable and the Transaction is in the interests of the Company and the Shareholders as a whole. INFORMATION ON THE GROUP The Company is one of the Hong Kong based property investors. The Company is listed and headquartered in Hong Kong. The Group currently operates in three main sectors, namely property investment and management, trading and securities investment. The majority of the property investments held by the Company are located in Hong Kong. INFORMATION ON THE PURCHASER The Purchaser is principally engaged in investment in enterprise in the PRC. 5

6 INFORMATION ON THE JOINT VENTURE As at the date of this announcement, the shareholders of the Joint Venture are the Vendor, Property Trust Guangzhou Investments Limited and Million Global Limited, each holding one-third of the issued shares of the Joint Venture. The Joint Venture holds the entire foreign conditions of cooperation in the PRC Company and is the foreign investor of the PRC Company. The PRC Company is a sino-foreign cooperative property project company which has been granted land use rights of the land situate at the turning junction between Dongxiao Road and Qianjin Road, Haizhu District, Guangzhou City, Guangdong Province (the Land ). The Joint Venture is principally engaged in the development of the commercial/residential complex located on the Land ( Silver Gain Plaza ) through the PRC Company. Silver Gain Plaza is nearing completion of its construction development phase as at the date of this announcement. Based on its audited financial statements prepared in accordance with the generally accepted accounting principles in Hong Kong, the profit before and after taxation for the years ended 31 December 2013 and 2014 of the Joint Venture are set out below: For the year ended 31 December 2013 HK$ For the year ended 31 December 2014 HK$ Profit before taxation 3,468,933 5,269,298 Profit after taxation 3,468,933 5,254,298 Based on the same audited financial statements of the Joint Venture, the audited net asset value of the Joint Venture as at 31 December 2014 was approximately HK$9,896,057. LISTING RULES IMPLICATIONS Since one or more of the applicable percentage ratios in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements as set out in Chapter 14 of the Listing Rules. Shareholders and potential investors should note that the Transaction is subject to fulfilment of the conditions set out in this announcement and exercise caution when dealing in the shares of the Company. 6

7 DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: Agreement the agreement for the sale and purchase of shares in and shareholders loan owing by the Joint Venture entered into between the Vendor and the Purchaser on 4 February 2016; Amended and Supplemented Agreement the Agreement as amended and supplemented by the Supplemental Agreement; Board the board of Directors; Company Pokfulam Development Company Limited, a limited liability company incorporated under the laws of Hong Kong, the Shares of which are listed on the main board of the Stock Exchange; Completion Date the date on which completion of the Transaction takes place; Consideration RMB100,000,000 (equivalent to approximately HK$118,900,000); Directors directors of the Company; Dynabest or Vendor Dynabest Development Inc., a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company; Group the Company and its subsidiaries; HK$ Hong Kong dollars, the lawful currency of Hong Kong; Hong Kong the Hong Kong Special Administrative Region of the PRC; 7

8 Joint Venture Land Listing Rules percentage ratios PRC PRC Company RMB Sale Loan Sale Shares Share(s) Shareholders Silver Gain Plaza Stock Exchange Silver Gain Development Limited ( ), a company incorporated in Hong Kong with limited liability and a company in which the Vendor indirectly owns one-third of the issued shares as at the date of this announcement; the piece of land situate at the turning junction between Dongxiao Road and Qianjin Road, Haizhu District, Guangzhou City, Guangdong Province; the Rules Governing the Listing of Securities on the Stock Exchange; has the same meaning ascribed to it in the Listing Rules; the People s Republic of China, which for the purpose of this announcement excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan; Guangzhou Garden Plaza Development Company Limited ( ), a company incorporated in the PRC with limited liability and a sino-foreign cooperative property project company in which the Joint Venture holds the entire foreign conditions of cooperation; Renminbi, the lawful currency of the PRC; the shareholder s loan owing by the Joint Venture to the Vendor as at the Completion Date; 3,330 ordinary shares of the Joint Venture, representing one-third of its issued shares as at the date of this announcement; ordinary share(s) of the Company; holder(s) of the Share(s); the commercial/residential complex located on the Land; The Stock Exchange of Hong Kong Limited; 8

9 Supplemental Agreement Transaction the supplemental agreement entered into between the Vendor and the Purchaser on 4 February 2016; the transaction contemplated under the Amended and Supplemented Agreement; Tian Ya or Purchaser Guangdong Tian Ya Economic Development Co., Ltd.* ( ), a company incorporated in the PRC with limited liability; and % per cent Note: For the purpose of this announcement, an exchange rate of RMB1.00 to HK$1.189 has been used. By order of the Board Wong Tat Chang, Abraham Chairman and Managing Director Hong Kong, 4 February 2016 As at the date of this announcement, the Board of Directors of the Company comprises Mr. Wong Tat Chang, Abraham (Chairman and Managing Director), Mr. Wong Tat Kee, David and Mr. Wong Tat Sum, Samuel as Executive Directors, and Mdm. Lam Hsieh Lee Chin, Linda, Mr. Li Kwok Sing, Aubrey and Mr. Sit Hoi Wah, Kenneth as Independent Non-Executive Directors. * For identification purpose only 9