Lippo China Resources Limited 力 寶 華 潤 有 限
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Lippo China Resources Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 156) MAJOR TRANSACTION DISPOSAL OF THE ENTIRE INTEREST IN PORBANDAR LIMITED 10th March, 2015 CONTENTS Page DEFINITIONS .......................................................... 1 LETTER FROM THE BOARD .............................................. 5 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ............ 13 APPENDIX II — PROPERTY VALUATION REPORT ....................... 15 APPENDIX III — GENERAL INFORMATION ............................. 20 DEFINITIONS In this circular, unless the context requires otherwise, the following terms and expressions shall have the following meanings: “Agreement” an agreement for sale and purchase dated 30th January, 2015 entered into between the Purchaser, the Vendor and the Company in relation to the sale and purchase of the Sale Shares and the Sale Loan; “Auric” Auric Pacific Group Limited, a company incorporated in the Republic of Singapore with limited liability whose shares are listed on the Main Board of SGX-ST and is interested as to approximately 49.3% by the Company; “Board” the board of Directors; “Business Day” a day (excluding Saturday, Sunday, other general public holidays in Hong Kong and any day on which a tropical cyclone warning No.8 or above is hoisted or remains hoisted between 9:00 a.m. and 5:00 p.m. or on which a “black” rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are open for business; “Company” Lippo China Resources Limited 力寶華潤有限公司,a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange and an approximately 71.24% indirect subsidiary of Lippo; “Completion” completion of the sale and purchase of the Sale Shares and the Sale Loan pursuant to the terms and conditions of the Agreement; “Completion Date” 31st March, 2015 or such other date as the Vendor and the Purchaser shall agree in writing as the date on which Completion shall take place in accordance with the Agreement; “connected person(s)” has the meaning ascribed to such term under the Listing Rules; “Directors” directors of the Company; –1– DEFINITIONS “Disposal” the disposal of the Sale Shares and the Sale Loan pursuant to the Agreement; “Group” the Company and its subsidiaries; “HKC” Hongkong Chinese Limited (香港華人有限公司*), a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange and an approximately 65.84% subsidiary of Lippo; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Lanius” Lanius Limited, a company incorporated in Hong Kong with limited liability; “Latest Practicable Date” 5th March, 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular; “Lippo” Lippo Limited 力寶有限公司, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange; “Lippo Capital” Lippo Capital Limited, a company incorporated in the Cayman Islands with limited liability; “Listing Rules” or “Rule” the Rules Governing the Listing of Securities on the Stock Exchange; “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix 10 to the Listing Rules; “Porbandar” Porbandar Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Vendor; “PRC” the People’s Republic of China; –2– DEFINITIONS “Proforma Management Accounts” the unaudited proforma management accounts of Porbandar comprising a balance sheet and income statement together with the notes (if any) for the period commencing from 31st March, 2014 up to and including the Completion Date, to be prepared and provided in accordance with the terms and conditions of the Agreement; “Property” all that the entire office on the Forty-third Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong; “Purchaser” Alpha Apex Global Limited, a company incorporated in the British Virgin Islands with limited liability; “Sale Loan” all the loans together with interests accrued which is outstanding, due and owing by Porbandar to the Company from time to time and to be assigned by the Company to the Vendor immediately prior to Completion, and which amount shall represent the entire amount due to the Vendor by Porbandar as at the Completion Date, and as at 30th November, 2014, the amount due from Porbandar to the Company was HK$108,399,565; “Sale Shares” two shares of US$1.00 each in, representing the entire issued share capital of, Porbandar; “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; “SGX-ST” Singapore Exchange Securities Trading Limited; “Share(s)” ordinary share(s) in the issued share capital of the Company; “Shareholder(s)” holder(s) of the Share(s); “Skyscraper” Skyscraper Realty Limited, a company incorporated in the British Virgin Islands with limited liability; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Tenancies” the tenancies between Porbandar as landlord and the respective tenants as tenants affecting the Property; –3– DEFINITIONS “Transaction Documents” the Agreement, deeds of assignment relating to the Sale Loan and any other agreements or contractual arrangements (if any) entered into by the parties thereto in connection with the transactions contemplated under the Agreement; “Vendor” Superonic Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company; “Vigers” Vigers Appraisal and Consulting Limited, an independent valuer; ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; ‘‘S$’’ Singapore dollars, the lawful currency of the Republic of Singapore; ‘‘THB’’ Thai Baht, the lawful currency of Thailand; “US$” United States dollars, the lawful currency of the United States of America; and “%” per cent. * for identification purpose –4– LETTER FROM THE BOARD LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 156) Executive Directors: Registered Office: Dr. Stephen Riady (Chairman) Rooms 2302 and 2303 Mr. John Luen Wai Lee, BBS, JP (Chief Executive Officer) 23rd Floor Tower One Non-executive Director: Lippo Centre Mr. Leon Nim Leung Chan 89 Queensway Hong Kong Independent Non-executive Directors: Mr. Edwin Neo Mr. King Fai Tsui Mr. Victor Ha Kuk Yung 10th March, 2015 To the Shareholders Dear Sir or Madam, MAJOR TRANSACTION DISPOSAL OF THE ENTIRE INTEREST IN PORBANDAR LIMITED INTRODUCTION Reference is made to the joint announcement of Lippo and the Company dated 30th January, 2015, in which the Directors announced that, the Vendor, a wholly-owned subsidiary of the Company, the Company and the Purchaser entered into the Agreement under which the Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares and the Sale Loan at an aggregate consideration of HK$253,356,800 (subject to adjustment pursuant to the terms and conditions of the Agreement). As one of the applicable percentage ratios in relation to the Disposal exceeds 25% but less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and consequently is subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. –5– LETTER FROM THE BOARD To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders have any material interest in the Disposal and no Shareholders are required to abstain from voting if the Company is to convene a general meeting to approve the Disposal. Pursuant to Rule 14.44 of the Listing Rules, in lieu of a resolution to be passed at a general meeting of the Company, written approval in relation to the entering into of the Disposal has been obtained from Skyscraper, being a substantial shareholder of the Company holding 6,544,696,389 Shares, representing approximately 71.24% of the Shares in issue giving the right to attend and vote at general meetings of the Company. No general meeting of the Company will therefore be convened to approve the Disposal. The purpose of this circular is to provide you with further information regarding the Disposal and the Agreement in accordance with the Listing Rules. PRINCIPAL TERMS OF THE AGREEMENT Date 30th January, 2015 Parties 1. The Vendor: Superonic Limited, a wholly-owned subsidiary of the Company 2. The Purchaser: Alpha Apex Global Limited To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and its connected persons. 3. Vendor’s Guarantor: the Company Assets to be disposed of 1. Sale Shares: two shares of US$1.00 each in Porbandar, representing the entire issued share capital of Porbandar. Porbandar is the owner of the Property and the Property is subject to the Tenancies. –6– LETTER FROM THE BOARD 2.