Discloseable and Connected Transaction In
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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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold all your shares in China Resources Land Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1109) (1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF INTERESTS IN THE SHENZHEN BAY PROJECT AND THE CAR PARK PROJECTS FROM CHINA RESOURCES (HOLDINGS) COMPANY LIMITED AND (2) NOTICE OF EGM Independent financial adviser to the Independent Board Committee and the Independent Shareholders SOMERLEY CAPITAL LIMITED A letter from the Board is set out on pages 6 to 15 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 16 to 17 of this circular. A letter from Somerley containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 35 of this circular. The notice convening the extraordinary general meeting of China Resources Land Limited to be held at 46th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on 11 October 2016 at 10 a.m. is set out on page EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at Tricor Standard Limited, the branch share registrar of China Resources Land Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting should you so wish. 15 September 2016 CONTENTS Page Definitions ...................................................................... 1 Letter from the Board ........................................................... 6 Letter from the Independent Board Committee .................................. 16 Letter from Somerley ........................................................... 18 Appendix I — Property valuation ............................................. I-1 Appendix II — General information ........................................... II-1 Notice of extraordinary general meeting ......................................... EGM-1 – i – DEFINITIONS In this circular, unless the context requires otherwise, the following expressions have the following meanings: ‘‘Acquisition’’ the purchase of the entire issued share capital of Shining Jade under the Acquisition Agreement and the transactions contemplated thereunder ‘‘Acquisition Agreement’’ the conditional sale and purchase agreement dated 26 August 2016 entered into between the Company and Hugeluck in respect of, among other things, the sale and purchase of the Sale Shares ‘‘Announcement’’ the announcement made by the Company on 26 August 2016 in relation to, among other things, the Acquisition ‘‘Appraised Value’’ the appraised value of the Owned Properties prepared by Colliers International on the basis of the market value of the properties in existing state as at 30 June 2016 attributable to the Target Group Companies ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (excluding a Saturday, a Sunday and a public holiday) on which banks in Hong Kong are generally open for business ‘‘Car Park Project(s)’’ car park projects with Owned Properties, Operating Rights and/or Management Rights in Chengdu (Sichuan), Jinan (Shandong), Nanjing (Jiangsu), Shenyang (Liaoning), Tangshan (Hebei), Zhengzhou (Henan), Chongqing and Tianjin in the PRC; and as described in the section headed ‘‘Letter from the Board — Proposed Acquisition of Interests in the Shenzhen Bay Project and the Car Park Projects from CRH — Information about the Target Group — Car Park Projects’’ in this circular ‘‘Colliers International’’ or Colliers International (Hong Kong) Limited, the ‘‘Independent Property independent property valuer appointed by the Company to Valuer’’ appraise the value of the Owned Properties ‘‘Company’’ China Resources Land Limited (華潤置地有限公司), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange ‘‘Completion’’ completion of the sale and purchase of the Sale Shares in accordance with the provisions of the Acquisition Agreement – 1 – DEFINITIONS ‘‘Completion Date’’ the day on which Completion takes place in accordance with the terms of the Acquisition Agreement ‘‘connected person(s)’’ has the meaning ascribed thereto in the Listing Rules ‘‘Consideration’’ the consideration for the acquisition of the Sale Shares pursuant to the Acquisition Agreement ‘‘controlling Shareholder’’ has the meaning ascribed thereto in the Listing Rules ‘‘CRH’’ China Resources (Holdings) Company Limited (華潤(集團) 有限公司), a company incorporated in Hong Kong with limited liability ‘‘Deed of Indemnity’’ the deed of indemnity to be executed between the Company and Hugeluck on Completion in relation to tax and other liabilities of the Target Group ‘‘Directors’’ the directors of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Acquisition Agreement and the transactions contemplated thereunder ‘‘GFA’’ gross floor area ‘‘Group’’ the Company and its Subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong from time to time ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Hugeluck’’ Hugeluck Enterprises Limited (宏祥企業有限公司), a limited liability company incorporated under the laws of the British Virgin Islands ‘‘Independent Board the independent board committee of the Company Committee’’ comprising Mr. Wang Shi, Mr. Ho Hin Ngai, Bosco, Mr. Andrew Y. Yan, Mr. Wan Kam To, Peter and Mr. Ma Weihua, being all the independent non-executive Directors, established to give recommendations to the Independent Shareholders in respect of the Acquisition Agreement and the transactions contemplated thereunder – 2 – DEFINITIONS ‘‘Independent Shareholders’’ Shareholders (other than CRH, Hugeluck and their respective associates) who are not required to abstain from voting at the EGM under the Listing Rules ‘‘Latest Practicable Date’’ 12 September 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Management Rights’’ the rights granted to the Target Group Companies to manage the Car Park Projects in Jinan (Shandong) and Zhengzhou (Henan) in the PRC pursuant to agreements enteredintobytheTargetGroupCompanies ‘‘NAV’’ netassetvalue ‘‘Operating Rights’’ the rights granted to the Target Group Companies to operate the Car Park Projects in Chengdu (Sichuan), Jinan (Shandong), Shenyang (Liaoning), Zhengzhou (Henan) and Chongqing in the PRC pursuant to agreements entered into by the Target Group Companies ‘‘Owned Properties’’ the properties owned or to be owned by the Target Group Companies, including the Shenzhen Bay Project in Shenzhen (Guangdong) and certain Car Park Projects in Chengdu (Sichuan), Nanjing (Jiangsu), Shenyang (Liaoning), Tangshan (Hebei), Tianjin and Chongqing in the PRC ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan ‘‘Project Sites’’ Shenzhen Bay Project and the Car Park Projects ‘‘Related Parties’ Loan’’ the related parties’ loans and the interests thereon due from the Target Group Companies to Hugeluck which will remain outstanding as at the Completion Date. The total outstanding amount of such related parties’ loans and the interests thereon is RMB2,581 million (equivalent to approximately HK$3,020 million) as at the Latest Practicable Date ‘‘RMB’’ Renminbi, the lawful currency of the PRC from time to time – 3 – DEFINITIONS ‘‘Sale Shares’’ twoordinarysharesofUS$1.00eachinthesharecapitalof Shining Jade, representing the entire issued share capital of Shining Jade as at the Latest Practicable Date which is registered in the name of and beneficially owned by Hugeluck and such additional shares as may be issued by Shining Jade prior to Completion (if any) ‘‘Shareholders’’ theholder(s)oftheShares ‘‘Shares’’ the ordinary share(s) of US$1.00 each in the share capital of the Company ‘‘Shenzhen Bay Project’’ a Project Site as described in the section headed ‘‘Letter from the Board — Proposed Acquisition of Interests