CHINA JINMAO HOLDINGS GROUP LIMITED 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.
中國金茂控股集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00817)The Board announces that, on 22 January 2016, the Company and Fortune Elite, a wholly- owned subsidiary of the Company, entered into the Share Purchase Agreement with the Sellers pursuant to which Fortune Elite will acquire from the Sellers 49% interest in Enhanced Experience at a consideration of US$179,900,000 in cash. Enhanced Experience is the Company's non-wholly owned subsidiary and indirectly wholly owns the Project Company. Upon completion of the Transaction, Enhanced Experience will become a wholly-owned subsidiary of the Company.
As at the date of this announcement, Enhanced Experience is an insignificant subsidiary of the Company under Chapter 14A of the Listing Rules. Accordingly, the Sellers are not connected persons of the Company and the Transaction does not constitute a connected transaction under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio of the Transaction is more than 5% but less than 25%, the Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.
The Board announces that, on 22 January 2016, the Company and Fortune Elite, a wholly-owned subsidiary of the Company, entered into the Share Purchase Agreement with the Sellers pursuant to which Fortune Elite will acquire from the Sellers 49% interest in Enhanced Experience at a consideration of US$179,900,000 in cash. Enhanced Experience is the Company's non-wholly owned subsidiary and indirectly wholly owns the Project Company. Upon completion of the Transaction, Enhanced Experience will become a wholly-owned subsidiary of the Company.
THE SHARE PURCHASE AGREEMENT22 January 2016
The Sellers (as vendor), Fortune Elite (as purchaser) and the Company
49% interest in Enhanced Experience
The Consideration for the acquisition of the 49% interest in Enhanced Experience held by Sellers is US$179,900,000.
The Consideration was determined based on arm's length negotiation between the parties to the Share Purchase Agreement taking into account the net asset value of Enhanced Experience of approximately RMB2,485.9 million as at 30 September 2015 as appraised by an independent valuer.
At the Closing, the Company shall, on behalf of Fortune Elite, pay or cause to be paid the Consideration to bank accounts designated by the Sellers by wire transfer of immediately available funds in US dollars, out of which the Sellers shall pay applicable tax payable by them in connection with the Transaction.
The Closing shall take place on 29 January 2016 or at such other time as the parties to the Share Purchase Agreement may mutually agree upon in writing. At the Closing, the Company and the Sellers will terminate their rights and obligations (including the Sellers' board representation in Enhanced Experience and the Project Company) under the investment agreement entered into by the Company and the Sellers on 9 December 2013 in respect of the investment by the Sellers in the Sale Shares.
REASONS FOR AND BENEFITS OF THE TRANSACTIONThe Sellers proposed to dispose of the 49% interest in Enhanced Experience. Enhanced Experience is an indirectly non-wholly owned subsidiary of the Company and the Company is responsible for Enhanced Experience's day-to-day management and operation and project development. Upon completion of the Transaction, Enhanced Experience will become an indirectly wholly- owned subsidiary of the Company, which can ensure a continuous normal operation of Enhanced Experience and a smooth process of handling relevant matters regarding the project undertaken by the Project Company.
The Directors believe that the terms of the Transaction are fair and reasonable and in the interests of the shareholders as a whole.
Enhanced Experience is a company incorporated and existing under the laws of the British Virgin Islands and is owned as to 51% by the Company and 49% by the Sellers prior to the Transaction. It is an investment holding company and indirectly wholly owns the Project Company.
The Project Company is the operating entity engaged in the investment and development of a mixed-use commercial real estate development project on certain piece of land located at the west of Qidong Zone in Yinfeng Area, east of Haishu District in Ningbo, the PRC and having a site area of approximately 62,458 square meters and a total gross floor area of approximately 225,160 square meters.
Based on the audited consolidated financial statements of Enhanced Experience, Enhanced Experience had a net asset value of approximately HK$2,021.9 million and HK$1,992.4 million as at 31 December 2013 and 2014, respectively. Based on the audited consolidated financial statements of Enhanced Experience, the loss of Enhance Experience for the two years ended 31 December 2013 and 2014 is as follows：
For the year ended 31 December
(HK$'000)
2013 2014
(audited) (audited)
Loss before tax 12,020.8 34,677.7
Loss after tax 9,068.1 25,848.9
The Company is a large-scale developer and operator of quality real estate projects in the PRC. The Company is the platform enterprise of Sinochem Group in the development of real estate business. The Company is principally engaged in the development, sale, leasing and management of commercial and residential properties and hotel operations.
Fortune Elite is a wholly owned subsidiary of the Company incorporated and existing under the laws of the British Virgin Islands. It is an investment holding company.
The Sellers are directly and indirectly owned (as the case may be) by private investment funds managed by Blackstone and is ultimately controlled by The Blackstone Group L.P. Blackstone is a global asset manager and is headquartered in the United States and has further offices in Europe and Asia. The Blackstone Group L.P. is listed on the New York Stock Exchange.
The Sellers together are interested in 49% of the issued share capital of Enhanced Experience and are therefore the substantial shareholders of Enhanced Experience, a non-wholly owned subsidiary of the Company. Apart from the Sellers' aggregate holding of 49% equity interests in Enhanced Experience, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, none of the Sellers nor Blackstone are connected with any other subsidiaries of the Company nor a connected person of the Company at the issuer level. As at the date of this announcement, Enhanced Experience is an insignificant subsidiary of the Company under Chapter 14A of the Listing Rules. Accordingly, the Sellers and Blackstone are not connected persons of the Company under Chapter 14A of the Listing Rules.
As at the date of this announcement, Enhanced Experience is an insignificant subsidiary of the Company under Chapter 14A of the Listing Rules. Accordingly, the Sellers are not connected persons of the Company and the Transaction does not constitute a connected transaction under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio of the Transaction is more than 5% but less than 25%, the Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.
"Board" the board of Directors of the Company
"Blackstone" The Blackstone Group L.P. and its affiliates
"Company" China Jinmao Holdings Group Limited (中國金茂控股集團有 限公司), a company incorporated in Hong Kong with limited liability, whose shares are listed on the Stock Exchange
"Consideration" the purchase price in respect of the Sale Shares to be paid by the
Company and Fortune Elite to the Sellers pursuant to the Share Purchase Agreement
"Director(s)" the director(s) of the Company
"Enhanced Experience" Enhanced Experience Limited, a non-wholly owned subsidiary of
the Company as at the date of this announcement, which is owned as to 51% and 49% by Fortune Elite and the Sellers, respectively
"Fortune Elite" Fortune Elite International Limited, a wholly-owned subsidiary of
the Company as at the date of this announcement
China Jinmao Holdings Group Limited issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 15:50:17 UTC
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