Zhang Zhirong made an offer to acquire a further 31.8% stake in Glorious Property Holdings Limited (SEHK:845) for HKD 4.4 billion in cash on November 18, 2013. Under the terms of the transaction, the offer per share is HKD 1.8. Zhang has a 68.4% stake in Glorious Property indirectly. Zhang Zhirong will also make a comparable cash offer to the option-holders to cancel their outstanding share options which will be conditional on the scheme becoming effective. The sum payable to the option-holders for the share options, as the difference between the exercise price and the offer price, is HKD 0.04 for each share option. There are 74 million outstanding options available of Glorious Property Holdings Limited, out of which 15 million are owned by Zhang Zhirong. Zhang intends to finance the purchase by using an external loan facility.

The Board will make an application for the withdrawal of listing of the shares on the stock exchange. The transaction is subject to approval by more than 75% of the shareholders of Glorious Property, regulatory and statutory approval, third party approval and Cayman Islands Grand Court's approval. All conditions will have to be fulfilled or waived within 120 days from the date of announcement, failing which the offer shall lapse. An Independent Board Committee, which comprises Mr. Yim Ping Kuen, Mr. Liu Shun Fai, Mr. Wo Rui Fang and Mr. Han Ping, all of whom are independent non-executive Directors of the Company, has been established by the Board to make recommendations to the scheme shareholders and the option-holders on the scheme and the option offer respectively. As on December 3, 2013, China Life Insurance (Overseas) Co. Ltd., a shareholder delivered an irrevocable and unconditional undertaking to Zhang Zhirong pursuant to which it undertakes that it will attend and vote in favor of the resolution to approve the offer at the court meeting and to attend and vote in favor of the special resolution and the ordinary resolution at the extraordinary general meeting. As of December 24, 2013, it was announced that the shareholder meeting of Glorious Property Holdings Limited to consider and approve the transaction will be on January 14, 2013 whose scheme document has been dispatched. The independent board committee recommended the shareholders to approve the deal. Subject to all the conditions of the proposal being fulfilled or waived (as applicable) the scheme is expected to become effective on February 19, 2014. The scheme will lapse if it does not become effective on or before March 21, 2014.

Kim Eng Securities Hong Kong Ltd. acted as financial advisor for Zhang. Anglo Chinese Corporate Finance, Limited, approved by the Independent Board Committee, has been appointed to advise the independent Board committee in connection with the proposal. Computershare Hong Kong Investor Services Limited and Codan Trust Company (Cayman) Limited acted as transfer agent to Glorious Property. Commerce & Finance Law Firm acted as legal advisor to Glorious Property.


Zhang Zhirong cancelled the acquisition of a further 31.8% stake in Glorious Property Holdings Limited (SEHK:845) on January 17, 2014. The transaction was not approved by the requisite majority in number of the shareholders present. 62 investors voted against the plan and 58 others voted in favor of the deal.