HKR INTERNATIONAL LIMITED 
By 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.
HKR INTERNATIONAL LIMITED香 港 興 業 國 際 集 團 有 限 公 司 *
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00480) DISCLOSEABLE TRANSACTION ACQUISITION OF PROPERTY
The Board is pleased to announce that on 25 April 2014, the Company, through Yi Feng, its indirect wholly-owned subsidiary, has successfully bid at the Auction in acquiring the Property at a consideration of RMB588.2 million (equivalent to approximately HK$729.7 million). An Auction Confirmation Letter from the Organiser has been duly confirmed and executed by Yi Feng on 25 April 2014.
Since one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition is 5% or more but all applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules.
On 25 April 2014, Yi Feng, an indirect wholly-owned subsidiary of the Company, has successfully bid at the Auction in acquiring the Property at a consideration of RMB588.2 million (equivalent to approximately HK$729.7 million). An Auction Confirmation Letter from the Organiser has been duly confirmed and executed by Yi Feng on 25 April 2014.
DETAILS OF THE AUCTION CONFIRMATION LETTER Date25 April 2014
Parties
(a) Yi Feng as the purchaser of the Property;
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(b) Shanghai United Assets and Equity Exchange (上海聯合產權交易所) as the Organiser;
and
(c) 上海新長寧(集團)有限公司 (Shanghai Xin Changning Group Co. Ltd.#) as the Vendor of the Property.
The Directors confirm that, to the best of their knowledge, information and belief having made all reasonable enquiries, the Organiser and the Vendor and its beneficial owner are third parties independent of the Company and its connected persons.
The Property is a 30-floor en-bloc residential building, namely 金都苑 16 號樓 (Block 16 of Jin Du Yuan#) comprising 120 units located at No.1310 Ding Xi Road, Changning District, Shanghai, the PRC with a total gross floor area of 21,717.09 square metres. The Property is of pure residential usage with 70 years land tenure from 1995 to 2065. Strata-title certificates for all the units are available. The Property is currently leased out as serviced apartments and tenants have been notified to vacate the premises upon expiry of the relevant lease no later than November 2014. The Property is sold and will be delivered in an as-is status.
Given that the tenancies of the 120 units were terminated by the Vendor with the last one expiring in November 2014, the Company cannot obtain any information from the Vendor on the pre-tax and after-tax net rental income attributable to the Property for the years ended 31 December 2013 and 2012 respectively.
The Consideration for the Acquisition is RMB588.2 million (equivalent to approximately HK$729.7 million) excluding deed tax and commission fee amounting to approximately RMB32.4 million (equivalent to approximately HK$40.2 million) and was arrived at as a result of a successful bid by Yi Feng at the Auction conducted in accordance with the relevant PRC laws and regulations. Such Consideration was paid and is payable in cash by instalments in the following manner:-
Required date of payment Required amount paid / payable
On or before 21 April 2014 RMB148.0 million (equivalent to approximately HK$183.6 million) being required deposit for the auction
Within 3 working days from the date of
the Property Transaction Letter and Property Right Transfer Agreement (both have to be executed before 4 May 2014)
Approximately RMB176.5 million (equivalent to approximately HK$218.9 million), including the deposit, being
30% of the Consideration
Within 10 working days from the date of
the Property Transaction Letter and Property
Right Transfer Agreement
Approximately RMB411.7 million (equivalent to approximately HK$510.8 million), being the balance of the Consideration
The Consideration will be funded by the Group's internal resources.
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The Property is located in Changning District in Shanghai city centre with convenient transportation (about 1 kilometre distance to the metro stations) and mature living amenities nearby such as retail malls, food and beverage outlets, vegetable markets and school at all levels including university. The Property will be held by the Group as investment purposes for earning rental income in the short term and if considered appropriate by en-bloc or strata- title sale in the medium term. The Directors are of the view that the Acquisition will broaden the asset and recurring income base of the Group and will be beneficial to the Company and its shareholders as a whole.
The Directors also consider that the terms of the Acquisition are on normal commercial terms, which are fair and reasonable.
Since one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition is 5% or more but all applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules.
GENERAL INFORMATION
The Company is an investment holding company incorporated in the Cayman Islands, the securities of which are listed on the Stock Exchange. The Group is principally engaged in property development, property investment, property management and related services, hotel and hospitality businesses and healthcare services.
Yi Feng is an indirect wholly-owned subsidiary of the Company incorporated in the PRC and a property investment company.
Shanghai United Assets and Equity Exchange (上海聯合產權交易所), is an organisation approved by Shanghai Municipal Government, which provides platform for assets and equity transaction.
上海新長寧(集團)有限公司 (Shanghai Xin Changning Group Co. Ltd.#) is a state-owned company under the administration of 上海市長寧區國有資產監督管理委員會 (State-owned
Assets Supervision and Administration Commission of Shanghai City Changning District#)
and principally engaged in property development.
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"Acquisition" the successful bid for the acquisition of the Property by Yi
Feng on 25 April 2014;
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"Auction" the public auction conducted by the Organiser in Shanghai on
25 April 2014 for the sale of the Property;
"Auction Confirmation
Letter"
a letter from the Organiser confirming the successful bidder at the Auction and the relevant bidding price which has been duly confirmed and executed by Yi Feng on 25 April 2014;
"Board" the board of directors of the Company;
"Company" HKR International Limited, a company incorporated in the Cayman Islands with limited liability, the securities of which are listed on the main board of the Stock Exchange (Stock Code: 00480);
"Consideration" RMB588.2 million, being the total consideration for the
Acquisition paid and is payable by Yi Feng; "Directors" the directors of the Company from time to time; "Group" the Company and its subsidiaries from time to time; "HK$" Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China;
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange;
"Organiser" Shanghai United Assets and Equity Exchange (上海聯合產權 交易所);
"Property" a 30-floor en-bloc residential building, namely 金都苑 16 號 樓 (Block 16 of Jin Du Yuan#) located at No.1310 Ding Xi
Road, Changning District, Shanghai, the PRC;
"Property Right Transfer
Agreement"
the Property Right Transfer Agreement to be entered into between Yi Feng as the purchaser and the Vendor before 4
May 2014 in respect of the transfer of the Property;
"Property Transaction
Letter"
The confirmation letter to be executed, further to the Auction Confirmation Letter, between Yi Feng as the purchaser and the Vendor before 4 May 2014 to confirm the sale and purchase of the Property and the relevant payment arrangement;
"PRC" the People's Republic of China (for the purpose of disclosure, excluding Hong Kong, Macau and Taiwan);
"RMB" Renminbi, the lawful currency of the PRC;
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"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Vendor" 上海新長寧(集團)有限公司 (Shanghai Xin Changning Group
Co. Ltd#), a state-owned company under the administration of
上海市長寧區國有資產監督管理委員會 (State-owned
Assets Supervision and Administration Commission of Shanghai City Changning District#) and is principally engaged in property development; and
"Yi Feng" 頤豐(上海)發展有限公司 (Yi Feng (Shanghai) Development Company Limited#), a company incorporated in the PRC and an indirect wholly-owned subsidiary of the Company.
Unless otherwise specified in this announcement, amounts denominated in RMB have been converted into HK$ at the rate of RMB1.00 = HK$1.2406. This exchange rate is for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be converted at the above rate or any other rates.
By order of the Board HKR International Limited CHA Mou Zing Victor
Deputy Chairman & Managing Director
Hong Kong, 25 April 2014
As at the date of this announcement, the board of directors of the Company comprises:
Chairman Non-executive DirectorsMr CHA Mou Sing Payson The Honourable Ronald Joseph ARCULLI Mr CHA Mou Daid Johnson
Deputy Chairman & Managing Director Ms WONG CHA May Lung MadelineMr CHA Mou Zing Victor
Independent Non-executive Directors Executive Directors Dr CHENG Kar Shun HenryMr CHUNG Sam Tin Abraham Dr CHEUNG Kin Tung Marvin
Mr TANG Moon Wah Mr CHEUNG Wing Lam Linus
Ms HO Pak Ching Loretta
Dr QIN Xiao
* Registered under the predecessor of the Companies Ordinance, Chapter 622 of the laws of Hong Kong
# Translation of Chinese names in English is provided for identification purpose only
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