Future Land Development 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. Future Land Development Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1030) DISCLOSEABLE TRANSACTION FORMATION OF JOINT VENTURE SHAREHOLDERS AGREEMENT The Board is pleased to announce that the Shareholders Agreement was entered into between Future Land Investment, a wholly-owned subsidiary of the Company, and the Joint Venture Partners in relation to the establishment and management of the JV Investment Company. Pursuant to the Shareholders Agreement, the registered capital of the JV Investment Company shall be RMB8,600,000,000, of which Future Land Investment shall contribute RMB1,000,000,000, representing approximately 11.63% of the total registered capital of the JV Investment Company. The business scope of the JV Investment Company is equity and debt investment and management, industrial investment, asset management, international mergers and acquisitions, commercial consultancy, financial consultancy, investment consultancy and such other onshore and offshore investment and asset management business as permitted under the PRC laws and regulations. LISTING RULES IMPLICATION As the applicable percentage ratios as set out in the Listing Rules in respect of the capital contribution by Future Land Investment to the JV Investment Company are more than 5% but are less than 25%, the establishment of the JV Investment Company and the Shareholders Agreement constitute a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. The Board is pleased to announce that the Shareholders Agreement entered into between Future Land Investment, a wholly-owned subsidiary of the Company, and the Joint Venture Partners in relation to the establishment and management of the JV Investment Company took effect on June 28,

2 SHAREHOLDERS AGREEMENT The principal terms of the Shareholders Agreement are set out below: Effective Date: June 28, 2016 Parties: (1) Future Land Investment Co., Ltd.* ( ); (2) Jiangsu Shagang Group Co., Ltd.* ( ); (3) GCL Capital Management Limited *( ); (4) Hongdou Group Co., Ltd.* ( ); (5) Jiangsu Yangzijiang Shipyard Co., Ltd.* ( ); (6) Jiangyin Chengxing Industrial Group Co., Ltd.* ( ); (7) Nanjing Fullshare Dazu Technology Company Limited* ( ); (8) Jiangsu Zhongchao Holding Co, Ltd.* ( ); (9) Suzhou Zhenghe Investment Co., Ltd.* ( ); (10) Far East Holding Group Co., Ltd.* ( ); and (11) Jiangsu Xinyuan Industrial Investment Co., Ltd.* ( ) To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Joint Venture Partners, together with their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules). 2

3 Registered capital and capital contribution The total amount of registered capital of the JV Investment Company is RMB8,600,000,000, which will be contributed by the parties to the Shareholders Agreement in proportion to their respective subscription percentages of the share capital of the JV Investment Company as follows: Parties Amount of capital contribution (RMB) Shareholding percentage Jiangsu Shagang 1,000,000, % GCL Capital 1,000,000, % Hongdou Group 1,000,000, % Yangzijiang Shipyard 1,000,000, % Chengxing Group 1,000,000, % Future Land Investment 1,000,000, % Nanjing Fullshare 1,000,000, % Zhongchao Holding 500,000, % Zhenghe Investment 500,000, % Far East Holding 500,000, % Xinyuan Industrial 100,000, % Total 8,600,000, % The JV Shareholders agree that there shall be no single largest shareholder for the JV Investment Company. The number of the JV Shareholders with the largest capital contribution shall not be less than three and their respective capital contributions shall be equal. The capital contribution of each JV Shareholder shall be made in cash by four instalments: First instalment: 20%; Second instalment: 20%; Third instalment: 30%; and Fourth instalment: 30%. The first instalment shall be paid within 30 days after the first JV Shareholders Meeting. The timing for the payment of the second to fourth instalments shall require approval by the JV Shareholders holding two-thirds equity interests in the JV Investment Company upon recommendation of the JV Board based on the development and investment projects of the JV Investment Company. Future Land Investment will satisfy its capital contribution to the JV Investment Company by its own internal resources. Profit Sharing The JV Shareholders shall be entitled to the dividend and other profit distribution of the JV Investment Company in proportion to their respective shareholding in the JV Investment Company. 3

4 Increase in capital contribution The capital contribution for the JV Investment Company may be increased, depending on the business situation of the JV Investment Company and investment environment, which requires the unanimous consent all JV Shareholders. The time of payment for the second to fourth instalments shall require approval by the JV Shareholders of two-thirds of the shareholding upon recommendation of the JV Board based on the development and investment projects of the JV. Business scope The business scope of the JV Investment Company is equity and debt investment and management, industrial investment, asset management, international mergers and acquisitions, commercial consultancy, financial consultancy, investment consultancy and such other onshore and offshore investment and asset management business as permitted under the PRC laws and regulations. Management of the JV Investment Company Pursuant to the Shareholders Agreement, the highest authority of the JV Investment Company is the JV Shareholders Meeting. The JV Board will be comprised of nine directors which will be elected at the JV Shareholders Meeting. The rules of procedures for the JV Shareholders Meeting and the JV Board are to be further specified in the articles of association of the JV Investment Company. Investment decision Investment projects of such amounts (i) above RMB1,000,000,000 or 10% of the JV Investment Company s latest audited net assets; (ii) below RMB1,000,000,000 and between 5% and 10% of the JV Investment Company s latest audited net assets; and (iii) below RMB500,000,000 and less than 5% of the JV Investment Company s latest audited net assets shall respectively be approved (i) at the JV Shareholders Meeting, (ii) by the JV Board and (iii) by the management of the JV Investment Company. Lock-up The Founding Shareholders shall not (directly or indirectly) dispose of their equity interests in the JV Investment Company during the first three years after the JV Investment Company s establishment. Other JV Shareholders shall not (directly or indirectly) dispose of their equity interests in the JV Investment Company during the first year after it becomes a JV Shareholder. The aforesaid restriction shall not apply to pledge of JV Shareholder s equity interests in the JV Investment Company or other related dealings. Transfer of interests by JV Shareholders Transfer of any JV Shareholder s equity interests in the JV Investment Company is subject to the pre-emptive rights of the other JV Shareholders. Any JV Shareholder intending to sell its equity interests to a party who is then not a JV Shareholder, shall notify the other JV Shareholders in writing and offer to sell its equity interests on the same terms. The other JV Shareholders can exercise such pre-emptive right to acquire the equity interests of such JV Shareholder within 30 days after receiving the aforesaid written notice. 4

5 Effect of the Shareholders Agreement The Shareholders Agreement shall take effect upon the date of all JV Shareholders signing and affixing their seals to the Shareholders Agreement. REASONS FOR AND BENEFITS OF ENTERING INTO THE SHAREHOLDERS AGREEMENT It is the JV Investment Company s strategy to participate in the important local infrastructure projects and reform of state-owned enterprises and invest in innovative and high-tech industries with policy support. In addition, the JV Investment Company aims to build an integrated industrial platform for financial and capital investment and asset management on a national basis with the resources of the JV Shareholders, which are the leading private enterprises of Jiangsu. The JV Investment Company will actively seek investment projects to advance the economy of Jiangsu, which will in return provide long-term support for the development of the JV Investment Company. The Company believes that the establishment of the JV Investment Company is in line with the Group s investment strategy and represents a good investment opportunity with huge growth potential and the cooperation with the Joint Venture Partners will further expand the Group s business network. The JV Investment Company is a strategic development milestone of the Group, which will diverse the business coverage, broaden the revenue stream and enhance the profitability of the Group. The terms of the Shareholders Agreement were negotiated with the Joint Venture Partners on arm s length basis and on normal commercial terms. The capital contribution amount of RMB1,000,000,000 by Future Land Investment was arrived at after considering the initial capital requirement of the JV Investment Company and Future Land Investment s shareholding percentage in the JV Investment Company. The Directors consider that the terms of the Shareholders Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. INFORMATION ON THE GROUP AND FUTURE LAND INVESTMENT Future Land Investment is a subsidiary of the Company for investment holding purpose. The principal activities of the Group and Future Land Investment are property development, property investment and commercial property management in the PRC. INFORMATION ON THE OTHER PARTIES Jiangsu Shagang is a limited company established in the PRC principally engaged in metal related raw material, processing, and sale of the company s products, construction and investment. GCL Capital is a limited company established in the PRC principally engaged in investment and business advisory. Hongdou Group is a limited company established in the PRC principally engaged in investment, clothing related products manufacturing, design, technical advisory and import and export business and yew bonsai, seedling cultivation and sales. Yangzijiang Shipyard is a limited company established in the PRC principally engaged in ship manufacturing and related technical advisory and aftersales service. 5

6 Chengxing Group is a limited company established in the PRC principally engaged in sale of chemical raw materials, import and export business, investment, financial and corporate governance advisory. Nanjing Fullshare is a limited company established in the PRC principally engaged in property development, provision of green building services, investment, healthcare products and services business. Zhongchao Holding is a limited company established in the PRC principally engaged in investment, wire and cable business, sale in power transmission equipment and related raw material, and agent of import and export business. Zhenghe Investment is a limited company established in the PRC principally engaged in investment and mechanical and electrical products design, research, development. Far East Holding is a limited company established in the PRC principally engaged in investment, sale in precious metals, raw materials and electrical equipment. Xinyuan Industrial is a limited company established in the PRC principally engaged in property development, property management, decoration, cultivation sales, investments and trading business in PRC. LISTING RULES IMPLICATION As the applicable percentage ratios as set out in the Listing Rules in respect of the capital contribution by Future Land Investment to the JV Investment Company are more than 5% but are less than 25%, the establishment of the JV Investment Company and the Shareholders Agreement constitute a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: Board Chengxing Group Company Director(s) Far East Holding Founding Shareholders the board of Directors; Jiangyin Chengxing Industrial Group Co., Ltd. * ( ), a company established in the PRC with limited liability; Future Land Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange; director(s) of the Company; Far East Holding Group Co., Ltd.* ( ), a company established in the PRC with limited liability; Jiangsu Shagang, GCL Capital and Hongdou Group; 6

7 Future Land Investment GCL Capital Group Hongdou Group Jiangsu Shagang Joint Venture Partners JV Investment Company JV Board JV Shareholders JV Shareholders Meeting Listing Rules Nanjing Fullshare PRC RMB Shareholders Agreement Stock Exchange Xinyuan Industrial Future Land Development Investment Co., Ltd.* ( ), a wholly-owned subsidiary of the Company; GCL Capital Management Limited* ( ), a company established in the PRC with limited liability; the Company and its subsidiaries; Hongdou Group Co., Ltd.* ( ), a company established in the PRC with limited liability; Jiangsu Shagang Group Co., Ltd.*( ), a company established in the PRC with limited liability; Jiangsu Shagang, GCL Capital, Hongdou Group, Yangzijiang Shipyard, Chengxing Group, Zhongchao Holding, Nanjing Fullshare, Zhenghe Investment, Far East Holding, and Xinyuan Industrial; a joint venture company (tentatively to be named Jiangsu Minying Investment Holding Co., Ltd* ( )) to be established in the PRC pursuant to the Shareholders Agreement; the board of directors of the JV; the shareholders of the JV; the meeting of the JV Shareholders held pursuant to the articles of association of the JV Investment Company to determine important matters of the JV Investment Company; the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; Nanjing Fullshare Dazu Technology Company Limited* ( ), a company established in the PRC with limited liability; The People s Republic of China; Renminbi, the lawful currency of the PRC; the Shareholders Agreement entered into among Future Land Investment and the Joint Venture Partners in relation to the formation of the JV; The Stock Exchange of Hong Kong Limited; Jiangsu Xinyuan Industrial Investment Co., Ltd.* ( ), a company established in the PRC with limited liability; 7

8 Yangzijiang Shipyard Zhenghe Investment Zhongchao Holding Jiangsu Yangzijiang Shipyard Co., Ltd.* ( ), a company established in the PRC with limited liability; Suzhou Zhenghe Investment Co., Ltd.* ( ), a company established in the PRC with limited liability; Jiangsu Zhongchao Holding Co., Ltd.* ( ), a company established in the PRC with limited liability; and % per cent. * The English name is a translation of its Chinese name and is included in this announcement for identification purposes only. The PRC, June 29, 2016 By order of the Board Future Land Development Holdings Limited WANG Zhenhua Chairman As at the date of this announcement, the Directors are Mr. Wang Zhenhua, Mr. Lv Xiaoping, Mr. Lu Zhongming, Mr. Liu Yuanman and Mr. Chan Wai Kin as executive Directors, Mr. Wang Xiaosong as non-executive Director, and Mr. Chen Huakang, Mr. Zhu Zengjin and Mr. Zhong Wei as independent non-executive Directors. 8