TSINGTAO BREWERY COMPANY LIMITED (A Sino-Foreign Joint Stock Limited Company Established in the People’S Republic of China) (Stock Code: 168)
Total Page:16
File Type:pdf, Size:1020Kb
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. TSINGTAO BREWERY COMPANY LIMITED (a Sino-foreign joint stock limited company established in the People’s Republic of China) (Stock Code: 168) VOLUNTARY ANNOUNCEMENT BEIJING FIVE STAR TSINGTAO BREWERY CO., LTD.* LIQUIDATION MATTER AND GOVERNMENT RESUMPTION OF A PARCEL OF THE COMPANY’S LAND IN QINGDAO This announcement is made by Tsingtao Brewery Company Limited (the “Company”, together with its subsidiaries, the “Group”) on a voluntary basis to provide shareholders of the Company (the “Shareholders”) and potential investors with the latest information on the Group. The extraordinary meeting of the ninth session of the board of directors of the Company convened on 27 July 2019 considered and approved the suspension of production and integration of Beijing Five Star Tsingtao Brewery Co., Ltd.* (“Five Star Company”), which will be implemented in stages. The board of directors of the Company is pleased to announce that it has considered and approved the feasibility report of asset disposal of the liquidation matter for the Five Star Company and will commence the land resumption and liquidation matters of the Five Star Company. Meanwhile, the board of directors of the Company also considered and approved the feasibility report on resumption of the Company’s land located in Yangjiaqun, Shibei District, Qingdao by the Government. (i) Five Star Company is a subsidiary of the Company, the equity interests of which are held as to 62.64% by the Company together with Tsingtao Brewery Hong Kong Trade Company Limited (a wholly-owned subsidiary established by the Company in Hong Kong). It is located at 2 Jiancaichang Middle Road, Xisanqi Residential District, Qinghe Road, Haidian District, Beijing, with a licensed land area of 182,153.37 square meters. In accordance with the strategic deployment to relieve non-capital functions and to accelerate city road construction of the Beijing Municipal Government and Haidian District Government, the land of Five Star Company is required to be resumed as a whole. The Beijing Land Reserve Center has entrusted Beijing Kangzheng Real Estate Appraisal Co., Ltd. to conduct an asset valuation over the land, buildings, structures and equipment etc. of Five Star Company, which has been reviewed by Qingdao Tianhe Asset Appraisal Co., Ltd. The appraisal value amounts to approximately RMB1.678 billion. According to the preliminary calculations by the finance department of the Company, the compensation for land resumption — 1 — of the Five Star Company is expected to increase the net profit attributable to Shareholders of the Company by approximately RMB700 million upon the transfer of the relevant land and recognition of revenue. The Company agrees to the People’s Government of Beijing Haidian District’s resumption of the land for self-use production of Five Star Company, and authorize the management team of the Company to follow the procedures for resumption of state-owned land, negotiate and execute the relevant agreement with the Government in respect of land resumption with not less than the assessed value of the land and ensure maximization of the Company’s benefits as principle, and follow up with the specific land resumption procedures. (ii) The Company’s goods yard land located at Yangjiaqun, Shibei District, Qingdao is left idle in recent years and does not possess the conditions for industrial development and utilization. The Company is of the view that the land resumption by the Government is beneficial to the Company. The land area of the Yangjiaqun goods yard to be resumed by the Government is 60,348.4 square meters. The Company agrees to the resumption of the Company’s Yangjiaqun goods yard land by the Qingdao Shibei District Government, and authorize the management team of the Company to follow the procedures for resumption of state-owned land, negotiate and execute the relevant agreement with the Government in respect of land resumption with not less than the assessed value of the land and ensure maximization of the Company’s benefits as principle, and follow up with the specific land resumption procedures. It is estimated preliminarily that the land resumption matter of Five Star Company will not constitute a transaction under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) nor a connected transaction under Chapter 14A of the Listing Rules, and is not required to be announced and approved by the Shareholders. As the Company still has to further negotiate the relevant details of the land resumption agreement with relevant governmental department, there is a possibility that the land resumption matter cannot proceed due to factors such as changes in policies. Meanwhile, the aforementioned financial impact is only a preliminary estimate made by the finance department of the Company and the final amount of compensation is subject to the land resumption agreement executed by the Company. The Company will closely monitor the progress of the aforementioned matters and continue to perform its information disclosure obligations in accordance with the relevant laws and regulations. Shareholders and potential investors of the Company are reminded to invest rationally and be aware of investment risks. By order of the Board Tsingtao Brewery Company Limited ZHANG Rui Xiang Company Secretary Qingdao, the PRC 12 July 2021 — 2 — Members of the board of directors of the Company as at the date of this announcement are as follows: Executive Directors: Mr. HUANG Ke Xing (Chairman), Mr. YU Zhu Ming and Mr. WANG Rui Yong Non-executive Director: Mr. SHI Kun Independent Non-executive Mr. XIAO Geng, Mr. SHENG Lei Ming, Mr. JIANG Xing Lu and Ms. Directors: Rania ZHANG * Translation for identification purpose. — 3 —.