Discloseable Transaction Resumption of Certain
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. (Incorporated in Bermuda with limited liability) (Stock Code: 498) DISCLOSEABLE TRANSACTION RESUMPTION OF CERTAIN PROPERTIES OF YICHANG PORT GROUP The Resumption After trading hours on 8 March 2013, Yichang Port Group, a 51% owned subsidiary of PYI, entered into the Agreement with Wujiagang Office whereby Yichang Port Group has undertaken to surrender the Resumption Properties to the Wujiagang Government on or before 30 April 2013, pursuant to a requisition by the local authorities, and Wujiagang Office confirmed the compensation package to Yichang Port Group including the transfer to Yichang Port Group of the New Premises within 4 years from the date of surrender. As one or more of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Transaction exceed 5% but less than 25%, the Transaction constitutes a discloseable transaction of PYI under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but is exempted from shareholders’ approval requirement under the Listing Rules. Impact of the Resumption The Board considers that there would not be any material adverse impact on the business operation of Yichang Port Group as a result of the Resumption. 1 THE AGREEMENT On 8 March 2013 (after trading hours), Yichang Port Group, a 51% owned subsidiary of PYI, entered into the Agreement with Wujiagang Office whereby Yichang Port Group has undertaken to surrender the Resumption Properties to the Wujiagang Government on or before 30 April 2013, pursuant to a requisition by the local authorities, and Wujiagang Office confirmed the compensation package to Yichang Port Group. Pursuant to the development plans of Yichang City, the Resumption Properties constitute part of the land which the Wujiagang Government intends to put up for open tender/bidding for the development of a composite project which shall include 5A class commercial buildings (the “Project”). Parties (i) Yichang Port Group (ii) Wujiagang Office To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, Wujiagang Office is a local government authority in Yichang City, Hubei Province, the PRC and a third party independent of PYI and connected persons of PYI. Resumption Properties The Resumption Properties comprise land area of approximately 13,315 square meters situated at Nos. 153-158, Yan Jiang Road, Yichang, Hubei Province, the PRC, the land use rights of which are held by Yichang Port Group, and the buildings thereon with total floor area of approximately 8,759 square meters. The majority of such buildings with floor area of approximately 5,963 square meters are currently used by Yichang Port Group as its head office and the balance of approximately 2,796 square meters for rental to staff and outsiders. The total rental received by Yichang Port Group from such rental premises for the year ended 31 March 2012 amounted to approximately RMB215,000. Time for Surrender of the Resumption Properties All premises other than those used as office of Yichang Port Group shall be surrendered before 20 March 2013 with the remainder to be surrendered on or before 30 April 2013. 2 Compensation As compensation for the surrender, Wujiagang Office has undertaken: (a) to procure that the New Premises, which are part of the Project, with construction floor area of approximately 6,604 square meters will be transferred to Yichang Port Group within 4 years from the date of surrender of the Resumption Properties; (b) the New Premises shall be of 5A class standard and the construction costs thereof shall not be less than RMB8,000 per square meter; and (c) to provide alternative accommodation for the relocation of the occupiers of the staff quarters. The compensation was determined after arm’s length negotiations between the parties with reference to, amongst other things, the unaudited carrying value of the Resumption Properties of approximately RMB71 million (or approximately HK$89 million) as at 30 September 2012 and the current market value of premises similar to the New Premises in Wuhan City. Condition The Agreement is conditional upon all necessary approval, authorisation and consent having been obtained. REASONS FOR AND THE IMPACT OF THE RESUMPTION In late 2012, the Wujiagang Government announced a town development plan involving the Project, and Yichang Port Group was informed of its decision to requisition the Resumption Properties for the purpose of implementing such development plan. As mentioned in the paragraph headed “Resumption Properties” above, the principal use of the Resumption Properties is as the head office of Yichang Port Group. Due to the Resumption, Yichang Port Group will relocate its head office to the office building at the container terminal of Yichang Port. Therefore, Yichang Port Group will not incur any additional rental or overhead arising from such relocation nor will such relocation have any material adverse impact on the business operation of Yichang Port Group. Having considered the following factors, the Board considers that the entering into of the Agreement is in the interests of PYI and the Shareholders as a whole and the terms of the Agreement are fair and reasonable: (a) the Resumption is pursuant to the requisition by the relevant authorities; (b) the Resumption will not materially affect the principal business and financial position of Yichang Port Group and PYI Group; 3 (c) Yichang Port Group would have the opportunity to swap the Resumption Properties, which were erected during the 1950s and the 1980s, with the New Premises which will be located in a modernized and high class office building with up-to-date systems without incurring direct cash outflows. Following completion of the Resumption, PYI expects to realise an estimated gain of approximately RMB2 million (or approximately HK$3 million) which is calculated by reference to the unaudited carrying value of the Resumption Properties of approximately RMB71 million (or approximately HK$89 million) as at 30 September 2012, the derecognition of the relevant deferred tax liabilities and the estimated transaction costs. As the current market value of the New Premises cannot be measured reliably at present, the New Premises are measured at the carrying value of the Resumption Properties which approximates to the market value of the Resumption Properties. The actual amount of gain or loss to be recognised in PYI’s consolidated income statement will depend on the actual carrying value of the Resumption Properties, the actual transaction costs and the market value of the New Premises (if it can be measured reliably) on the date of completion of the Resumption. IMPLICATIONS UNDER THE LISTING RULES As one or more of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Transaction exceed 5% but less than 25%, the Transaction constitutes a discloseable transaction of PYI under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but is exempted from shareholders’ approval requirement under the Listing Rules. INFORMATION ON PYI GROUP, YICHANG PORT GROUP AND WUJIAGANG OFFICE PYI Group is principally engaged in ports and infrastructure development and investment, the operation of ports and logistics facilities, land and property development and investment in association with ports and infrastructure development, treasury investment and provision of comprehensive engineering and property-related services through its direct and indirect interests in Paul Y. Engineering (BVI) Limited. Yichang Port Group is principally engaged in port development and operation and providing related services such as logistics and transportation, cargo loading, off loading, storage, shipping agent and cargo agent services in the Yichang Port, which is located in Yichang City and at the northern part of the Yangtze River. Wujiagang Office is a local government authority in Yichang City with administrative functions delegated by the Wujiagang Government under the relevant PRC laws. 4 DEFINITIONS In this announcement, the following terms have the meanings set out below unless the context requires otherwise: “Agreement” the agreement made between Yichang Port Group and Wujiagang Office dated 8 March 2013 in relation to the Transaction “Board” board of Directors “connected person(s)” has the meaning ascribed to it in the Listing Rules “Directors” directors of PYI “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “New Premises” office premises in the new buildings forming part of the Project with a total construction area of approximately 6,604 square meters “PRC” The People’s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan “PYI” PYI Corporation Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange “PYI Group” PYI and its subsidiaries “Resumption” the resumption of the Resumption Properties by the Wujiagang Government “Resumption