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.
小南國餐飲控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3666)- CONNECTED TRANSACTION THE ESTABLISHMENT OF ZHONGJU LIMITED PARTNERSHIP ENTERPRISE
- CONTINUING CONNECTED TRANSACTION
-
CONNECTED TRANSACTION - THE ESTABLISHMENT OF ZHONGJU LIMITED PARTNERSHIP ENTERPRISE
On 8 January 2016, Shanghai Xiao Nan Guo, an indirect wholly-owned subsidiary of the Company, Zhongmin GP and the Other Zhongju Investors entered into the Zhongju LP Agreement for the establishment of the Zhongju LPE, and pursuant to which Shanghai Xiao Nan Guo (as one of the limited partners) agrees to invest RMB3,168,000 in Zhongju LPE (representing approximately 2.943% of the relevant total registered capital).
Zhongju LPE is a limited partnership enterprise registered in the PRC with primary objective of investing in equity investment, investment management and corporate management of companies focusing on raw ingredients supply business for restaurant operations.
Each of Ms. Wang (who is the Controlling Shareholder of the Company and a Director) and Ms. Zhu (a Director) holds 50% equity interests in Zhongmin Investment Development, and Zhongmin Investment Development is the Controlling Shareholder of Zhongmin GP. Meanwhile, Zhongmin GP (as the general partner which controls Zhongju LPE) will invest RMB283,221 in Zhongju LPE (representing approximately 0.263% of the relevant total registered capital). Therefore, Zhongmin GP is regarded as an associate of Ms. Wang and Ms. Zhu and hence a connected person of the Company and the entering into of the Zhongju LP Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under the Listing Rules.
Listing Rules ImplicationsAs the applicable percentage ratios (as defined under the Listing Rules) for the Zhongju Investment are less than 5%, the entering into of the Zhongju LP Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempted from the circular (including independent financial advice) and independent shareholders' approval requirements pursuant to Rule 14A.76(2) of the Listing Rules.
- CONTINUING CONNECTED TRANSACTION - EARLY TERMINATION OF THE RENEWED FRAMEWORK INTEGRATED SERVICE AGREEMENT
On 8 January 2016, the Company and Ms. Wang (for herself and on behalf of the companies controlled by her) entered into a termination agreement (the "Termination Agreement") to terminate the Renewed Framework Integrated Service Agreement with effect from 1 January 2016.
Since the continuing connected transactions contemplated under the Renewed Framework Integrated Service Agreement were early terminated, the Company issued this announcement pursuant to the requirement under the Note to Rule 14A.35 of the Listing Rules.
-
CONNECTED TRANSACTION - THE ESTABLISHMENT OF ZHONGJU LIMITED PARTNERSHIP ENTERPRISE
On 8 January 2016, Shanghai Xiao Nan Guo, a wholly-owned subsidiary of the Group, Zhongmin GP and the Other Zhongju Investors entered into the Zhongju LP Agreement for the establishment of the Zhongju LPE, and pursuant to which Shanghai Xiao Nan Guo (as one of the limited partners) agrees to invest RMB3,168,000 in Zhongju LPE (representing approximately 2.943% of the relevant total registered capital), while Zhongmin GP (as the general partner which controls Zhongju LPE) agrees to invest RMB283,221 in Zhongju LPE (representing approximately 0.263% of the relevant total registered capital).
The Zhongju LP Agreement
The details and major terms of the Zhongju LP Agreement are set out below:
Date: 8 January 2016 (with retrospective effect from 31 December 2015)
Parties: (1) Zhongmin GP (as the general partner of Zhongju LPE) Shanghai Xiao Nan Guo (as one of the limited partners of Zhongju LPE)
Other Zhongju Investors
As at the date of this announcement, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquires, the Other Zhongju Investors and their respective ultimate beneficial owners are independent third parties of the Company and connected persons (as defined in the Listing Rules) of the Company.
Capital contribution: The total capital commitments of Zhongju LPE shall beRMB107,633,139 among which:
RMB283,221 is contributed by Zhongmin G P, representing approximately 0.263% of the total capital contribution of Zhongju LPE;
RMB3,168,000 is contributed by Shanghai Xiao Nan Guo, being a limited partner of Zhongju LPE, representing approximately 2.943% of the total registered capital of Zhongju LPE; and
RMB104,181,918 shall be contributed by Other Zhongju Investors.
The capital contribution shall be paid in cash within five business days after the issue of the payment notices by the general partner.
The capital contribution was determined after arm's length negotiation between Zhongmin GP and the all the limited partners of Zhongju LPE with reference to the amount each party subscribed for. Shanghai Xiao Nan Guo intends to fund its capital contribution from its internal resources available.
date of the issuance of its business license.
partnership, with primary objective investment in equity investment, investment management and corporate management of companies focusing on raw ingredients supply business for restaurant operations.
as the executive partner) who is vested with the exclusive power to manage, control, and operate Zhongju LPE and its investments to pursue for the purposes of the establishment of partnership, unless otherwise provided under Zhongju LPE.
All limited partners agreed to nominate Zhongmin GP as the general partner.
all the partners in proportion to their respective capital contribution to Zhongju LPE. No management fee is to be charged by the general partner.
Losses are to be borne by the general partner (unlimited liabilities) and all the limited partners (liabilities limited up to their respective contribution of capital).
Reasons and Benefits for the TransactionsThe Group has been principally engaged in Chinese restaurant business in the PRC and in Hong Kong. The Group has been exploring investments in food and restaurant related business.
The Board considers that the investment in Zhongju LPE in turn provides the Group with the opportunity to invest in e-commerce platform for integrating restaurant business in supply chain.
The Directors (including the independent non-executive Directors) are of the view that the entering into of the Zhongju LP Agreement and the transactions contemplated thereunder are conducted on normal commercial terms and fair and reasonable and in the interests of the Company and its shareholders as a whole.
Ms. Wang and Ms. Zhu given their interests in the Zhongju LP Agreement and the transactions contemplated thereunder, have abstained from voting on the relevant Board resolutions. Further more, Ms. Wang Huili, Ms. Wu Wen and Mr. Wang Hairong who are Ms. Wang's relatives, have also abstained from voting in the relevant Board resolutions to avoid any conflict of interests. Save as the aforesaid, none of the Directors has any material interests, direct or indirect, in the relevant transactions who were required to abstain from voting on the relevant Board resolutions.
Each of Ms. Wang (who is the Controlling Shareholder of the Company and a Director) and Ms. Zhu (a Director) holds 50% equity interests in Zhongmin Investment Development, and Zhongmin Investment Development is the Controlling Shareholder of Zhongmin GP. Meanwhile, Zhongmin GP (as the general partner which controls Zhongju LPE) will invest RMB283,221 in Zhongju LPE (representing approximately 0.263% of the relevant total registered capital). Therefore, Zhongmin GP is regarded as an associate of Ms. Wang and Ms. Zhu and hence a connected person of the Company and the entering into of the Zhongju LP Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under the Listing Rules.
As the applicable percentage ratios (as defined under the Listing Rules) for the Zhongju Investment are less than 5%, the entering into of the Zhongju LP Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempted from the circular (including independent financial advice) and independent shareholders' approval requirements pursuant to Rule 14A.76(2) of the Listing Rules.
Xiao Nan Guo Restaurants Holdings Limited issued this content on 2016-01-08 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-08 11:13:20 UTC
Original Document: http://www.xiaonanguo.com/attachment/2016010819020100002407810_en.pdf
