This Circular Is Important and Requires Your Immediate Attention
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities. If you have sold or transferred all your shares in Yuexiu Property Company Limited you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). (Incorporated in Hong Kong with limited liability) (Stock code: 00123) (1) CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 98% EQUITY INTEREST IN GUANGZHOU BAI CHENG INVESTMENT DEVELOPMENT CO. LTD.*; (2) NOTICE OF GM; AND (3) CLOSURE OF REGISTER OF MEMBERS Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A notice convening the GM (as defined herein) of the Company to be held at 11:00 a.m. on 27 August 2021 at Plaza I-IV, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong as set out on pages GM-1 of this circular. Whether or not you are able to attend the GM, please complete and sign the form of proxy for use at the GM in accordance with the instructions printed thereon and return the same to the share registrar of the Company, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the meeting or any adjourned meeting thereof (as the case may be). Please see page ii of this circular for precautionary measures that the Company will implement at the GM in consideration of the continuing risk posed by coronavirus disease (COVID-19), including: • compulsory wearing of face masks and any attendees who do not wear face masks may be requested to leave or denied entry into the GM venue; • scanning of the “LeaveHomeSafe” venue QR code or registering contact details in written forms; • compulsory hand sanitizing before entry into the GM venue; • body temperature checks/screening before entry into the waiting area outside the GM venue; and • no food and beverage service and no handing out of gift coupons or souvenirs. The Company would like to remind all Shareholders (as defined herein) that physical attendance at the GM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the GM as their proxy to vote on the relevant resolution(s) at the GM instead of attending the GM in person. Completion and return of the proxy forms will not preclude the Shareholders from attending and voting in person at the meeting or any adjournment thereof should they subsequently so wish, and in such case, the proxy forms previously submitted shall be deemed to be revoked. 11 August 2021 CONTENTS PRECAUTIONARY MEASURES FOR GM .............................. ii TIMETABLE ...................................................... iii DEFINITIONS ..................................................... 1 LETTER FROM THE BOARD ........................................ 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE.............. 16 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............. 18 APPENDIX I VALUATION REPORT ON THE TARGET COMPANY AND THE PROJECT LAND ........................ I-1 APPENDIX II GENERAL INFORMATION .......................... II-1 NOTICE OF GM ................................................... GM-1 –i– PRECAUTIONARY MEASURES FOR GM In consideration of the continuing risk posed by the coronavirus disease (COVID-19) and to manage the potential health risks of persons attending the GM, the Company will implement the following precautionary measures at the GM:– (1) All attendees must wear face masks at all times inside the GM venue or at the waiting area outside the GM venue. Any attendees who do not wear face masks may be requested to leave or denied entry into the GM venue. (2) All attendees must scan the “LeaveHomeSafe” venue QR code or register his/her name, contact number and the date and time of visit prior to entry into the GM venue. (3) All attendees must clean their hands with alcohol-based hand sanitizer before entering the GM venue. (4) Body temperature checks/screening will be conducted on all persons before they enter the waiting area outside the GM venue. Any person with a body temperature of over 37.2 degrees Celsius may be requested to leave or denied entry into the GM venue. (5) No food and beverage service will be provided and there will be no handing out of gift coupons or souvenirs. (6) Attendees may need to confirm that (i) he/she has not travelled outside of Hong Kong within 14 days immediately before the GM (“Recent Travel History”); (ii) he/she is not subject to any HKSAR Government prescribed quarantine requirement; (iii) to his/her knowledge, he/she has not, within 14 days immediately before the GM, had close contact with any person under quarantine or with Recent Travel History; and (iv) he/she has no flu-like symptoms. Any person who fails to provide the required confirmation, or if he/she has shown flu-like symptoms, may be requested to leave or denied entry into the GM venue. (7) Only a limited number of seats will be available, with no standing arrangement, in the GM venue in order to ensure social distancing and therefore, where necessary, the Company may limit the number of attendees entering the GM venue. The Company will continue to monitor how the COVID-19 outbreak develops and may adopt additional measures. The Company reminds attendees that they should carefully consider their own health/personal circumstances before they decide to attend the GM in person. The Company would like to remind all Shareholders that physical attendance at the GM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the GM as their proxy to vote on the relevant resolution at the GM instead of attending the GM in person. Completion and return of the proxy forms will not preclude the Shareholders from attending and voting in person at the meeting or any adjournment thereof should they subsequently so wish, and in such case, the proxy forms previously submitted shall be deemed to be revoked. The proxy form is attached to this circular for registered Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the “Investor Relations” section of the Company’s website at www.yuexiuproperty.com and the Stock Exchange’s website at www.hkexnews.hk. If you are not a registered Shareholder (if your shares are held via banks, brokers or custodians), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of a proxy. If Shareholders choosing not to attend the GM in person have any questions about the relevant resolution, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via email: [email protected]. –ii– TIMETABLE EXPECTED TIMETABLE FOR THE ACQUISITIONS AND THE GM Despatch of GM circular and the GM Notice ........................11August 2021 Latest time for lodging transfer documents for entitlements to the right to attend and vote at the GM ......................................Tuesday, 24 August 2021 GM...............................................11:00 a.m., 27 August 2021 Announcement of voting results of the GM ....................Friday, 27 August 2021 Notes: (1) Shareholders should note that the dates or deadlines specified in the expected timetable for the Acquisitions and the GM as set out above, and in other parts of this circular, are indicative only. In the event any special circumstances arise, the Board may extend, or make adjustment to, the timetable if it considers it appropriate to do so. The Company will make an circular to notify Shareholders and the Stock Exchange of any such extension or adjustment to the expected timetable. (2) All time and dates in this circular refer to Hong Kong local time and dates. – iii – DEFINITIONS In this circular, unless the context requires otherwise, the following expressions have the following meanings: “2012 Equity Transfer has the meaning as ascribed to it in the paragraph headed Agreement” “EQUITY TRANSFER AGREEMENT – Purchaser’s and Target Company’s obligations” in this circular “Acquisition” collectively, the Equity Transfer and the payment of the Dividend Payable in accordance with the terms of the Equity Transfer Agreement “Amount Payable” the amount of RMB419,189,883.14 dividend payable by the Target Company to the Seller as at the date of the Equity Transfer