ZHUGUANG HOLDINGS GROUP COMPANY 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.
珠 光 控 股 集 團 有 限 公 司 *
(incorporated in Bermuda with limited liability)
(Stock Code: 1176)The Board is pleased to announce that after trading hours on 31 December 2015, the Group disposed of all its interests in Joygain Group pursuant to the Joygain Disposal and the GZ Yifa Disposal.
Pursuant to the Joygain Disposal, the Group has effectively disposed of all its interest in Joygain at a consideration of RMB1,920 million (equivalent to approximately HK$2,292 million) and pursuant to the GZ Yifa Disposal (which took place prior to the Joygain Disposal), the Group has disposed of the entire registered capital of GZ Yifa at a consideration of RMB280 million (equivalent to approximately HK$334 million). Each of the counterparties to the Disposals and their respective ultimate beneficial owners is an Independent Third Party.
Joygain Group is the developer of Yunshan Yujing (as more particularly described below). GZ Yifa is the holder of the land use rights of the Land while Joygain is responsible for design of Yunshan Yujing, its licence application, supervision of construction and sales. As at 31 December 2015, Yunshan Yujing was still at its planning stage. The principal asset of Joygain is its interest in the project management contract in respect of Yunshan Yujing.
* For identification purpose only
Taking into account the repayment of the loans owing by Joygain to South Trend, the Group received an aggregate of RMB2,200 million (before expenses) as a result of the Disposals. It is intended that the net proceeds from the Disposals will be used by the Group as to approximately RMB1,780 million (equivalent to approximately HK$2,125 million) to fund certain of its existing property development projects, as to approximately RMB300 million (equivalent to approximately HK$358 million) to fund its potential acquisition of property development project(s) and as to the remaining balance as the general working capital of the Group.
The Disposals constitute a major transaction for the Company under the Listing Rules and is subject to the notification, announcement and Shareholders' approval requirements of Chapter 14 of the Listing Rules.
Pursuant to Rule 14.44 of the Listing Rules, written shareholders' approval may be accepted in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the transaction; and (2) the written shareholders' approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transaction.
So far as the Company is aware having made all reasonable enquiries, no Shareholder is required to abstain from voting in the general meeting of the Company for approving the Disposals. The Company has obtained an approval in writing from Rong De Investments Limited, which holds 3,095,090,533 Shares, representing approximately 64.24% of the issued share capital of the Company as at the date of this announcement, in lieu of an approval from the Shareholders at the general meeting of the Company pursuant to Rule 14.44 of the Listing Rules.
A circular containing, among other things, further details of Disposals and information required under the Listing Rules will be despatched to the Shareholders on or before 22 January 2016 for their information.
The Board is pleased to announce that after trading hours on 31 December 2015, the Group disposed of all its interests in Joygain Group pursuant to the Joygain Disposal and the GZ Yifa Disposal, a summary of each of such transactions is set out below. While the Disposals constitute a major transaction of the Company under of the Listing Rules, given that the Company has obtained an approval in writing from Rong De Investments Limited, holding approximately 64.24% of the issued share capital of the Company as at the date of this announcement, pursuant to Rule 14.44 of the Listing Rules, completion of the Disposals took place on 31 December 2015 after the signing of the relevant documents by the parties to the relevant transaction.
JOYGAIN DISPOSALOn 31 December 2015, South Trend (being the sole shareholder of Joygain immediately prior to the Joygain Disposal), Joygain and the Joygain Purchaser signed the transaction documents and passed all necessary resolutions in connection with the Joygain Disposal.
The Joygain Purchaser is a company incorporated in the BVI with limited liability and is an investment holding company owned by its ultimate beneficial owner (i.e. the Ultimate Buyer). To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Joygain Purchaser and the Ultimate Buyer are Independent Third Parties.
The Joygain Disposal was effected by way of disposing of all the economic interest in Joygain by (i) allotting and issuing the new ordinary shares of Joygain to the Joygain Purchaser and (ii) re-designating all the issued shares held by South Trend in Joygain immediately prior to the aforesaid allotment as deferred shares with no voting right, no right to dividends and deferred right to distribution in case of winding up ranking after the holders of the ordinary shares of Joygain allotted and issued to the Joygain Purchaser. The subscription price for the Joygain Disposal received by Joygain was RMB1,920 million (equivalent to approximately HK$2,292 million), the entire amount of such proceeds were applied towards the repayment of loans owing by Joygain to South Trend.
Joygain Group is the developer of Yunshan Yujing, which is a real estate development project proposed to be constructed on a piece of land located within 157 Clinical Department of the General Hospital of Guangzhou Military Command of PLA, Bai Hui Chang, Tong He Road, Baiyun District, Guangzhou City, Guangdong Province, PRC with a site area of approximately 94,000 square metres ("Land"). Joygain is responsible for design of Yunshan Yujing, licence application, supervision of construction and its sales. As at 31 December 2015, Yunshan Yujing was still at its planning stage.
The subscription price for the Joygain Disposal was determined after arm's length negotiations between the parties with reference to Joygain's interest in the project management contract and the expected management fee to be received.
The Joygain Disposal was unconditional and completion of the Joygain Disposal took place immediately after the parties having signed the documents and passed all necessary resolutions in connection with the Joygain Disposal.
Immediately after the completion of the Joygain Disposal, other than the holding of 2,140 issued deferred shares of Joygain by the Group, the Group has ceased to have any shareholding interest in Joygain and its subsidiaries. Subject to the confirmation of the auditors, the Directors consider that notwithstanding the holding of such deferred shares by South Trend, the Group has ceased to have any economic interest in Joygain and each of Joygain and its subsidiaries ceased to be subsidiaries of the Company upon completion of the Joygain Disposal.
On 31 December 2015 and prior to the Joygain Disposal, Ocean Leader Investments Limited, an indirectly wholly-owned subsidiary of the Company directly held by Joygain, entered into the GZ Yifa Disposal Agreement with the GZ Yifa Purchaser whereby the entire registered capital of GZ Yifa was disposed of by the Group to the GZ Yifa Purchaser.
The GZ Yifa Purchaser is a company incorporated in the PRC with limited liability and is an investment holding company ultimately owned by its ultimate beneficial owner (i.e. the Ultimate Buyer). To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the GZ Yifa Purchaser and the Ultimate Buyer are Independent Third Parties.
The subject matter of the GZ Yifa Disposal Agreement represents the entire registered capital of GZ Yifa. The principal assets of GZ Yifa were the land use right of the Land.
The consideration paid by the GZ Yifa Purchaser to the GZ Disposal to the Group was RMB280 million (equivalent to approximately HK$334 million), which was determined after arm's length negotiations between the parties with reference to the unaudited net liabilities of GZ Yifa of approximately RMB144 million (equivalent to approximately HK$172 million) and the book value of the Land of approximately RMB221 million (equivalent to approximately HK$264 million) as at 30 November 2015. The consideration received by Ocean Leader Investments Limited had been applied towards the repayment of shareholder's loan that it owed to Joygain.
Zhuguang Holdings Group Company Ltd. issued this content on 2016-01-04 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-03 22:30:25 UTC
Original Document: http://attachment.zhuguang.com.hk/files/3/2016/0104/20160104061702_91051641_en.pdf
