ZHONG AN REAL ESTATE LIMITED

Transcription

1 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. ZHONG AN REAL ESTATE LIMITED (incorporated in the Cayman Islands with limited liability) (Stock code: 672) PROPOSED BONUS ISSUE OF SHARES AND PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED BONUS ISSUE OF SHARES The Board has resolved to recommend the Bonus Issue on the basis of one (1) Bonus Share for every one existing issued Share held by Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date, subject to the approval by the Shareholders at the EGM. To ascertain and determine the entitlement of the Shareholders under the Bonus Issue, the register of members of the Company will be closed on Wednesday, 4 October 2017 during which no transfer of Shares will be effected. To qualify for the Bonus Issue, any transfer of Shares must be lodged with the Hong Kong Share Registrar for registration by 4:30 p.m. on Tuesday, 3 October PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL In order to provide flexibility to accommodate future expansion and growth of the Group and in contemplation of the Bonus Issue, the Company also proposes to increase its authorised share capital from HK$400,000,000 comprising 4,000,000,000 Shares to HK$1,000,000,000 comprising 10,000,000,000 Shares by the creation of an additional 6,000,000,000 Shares. EGM An EGM will be convened and held to consider and, if thought fit, approve the Bonus Issue and the Increase in Authorised Share Capital. 1

2 GENERAL A circular containing, among others, details of the Bonus Issue and the Increase in Authorised Share Capital together with the notice of the EGM will be despatched to Shareholders as soon as practicable. PROPOSED BONUS ISSUE OF SHARES Basis of the Bonus Issue The Board is pleased to announce that the Directors has resolved to recommend the Bonus Issue on the basis of one Bonus Share for every one existing Share held by Qualifying Shareholders whose names are on the register of members of the Company on the Record Date. The Bonus Shares will be credited as fully paid at par (HK$0.10) by way of capitalisation of an application of an amount of HK$291,829,840 in the share premium account of the Company. Effect to the shareholding on the Bonus Issue On the basis of 2,918,298,400 Shares in issue as at the date of this announcement, and assuming no further Shares are issued or bought back before the Record Date, 2,918,298,400 Bonus Shares will be issued pursuant to the Bonus Issue. After completion of the Bonus Issue, there will be a total of 5,836,596,800 Shares in the enlarged issued share capital of the Company. Status of the Bonus Shares The Bonus Shares will rank equally in all respects with the existing Shares then in issue, including any entitlement to dividends and other distributions the record date for which is on or after the date of allotment and issue of the Bonus Shares. Application of Listing Application will be made to the Listing Committee for the listing of, and permission to deal in, the Bonus Shares. Conditions of the Bonus Issue The Bonus Issue is conditional upon: (i) the approval of the Bonus Issue by an ordinary resolution of the Shareholders at the EGM; (ii) the approval of the Increase in Authorised Share Capital by an ordinary resolution of the Shareholders at the EGM; 2

3 (iii) the Listing Committee granting the approval for the listing of, and permission to deal in, the Bonus Shares; and (iv) compliance with the applicable legal procedures and requirements (if any) under the applicable laws of the Cayman Islands and the articles of association of the Company to effect the Bonus Issue and the Increase in Authorised Share Capital. Certificates for the Bonus Shares Subject to fulfillment of the conditions precedent to the Bonus Issue, certificates for the Bonus Shares are expected to be despatched to the Shareholders at their own risk on Thursday, 12 October Reasons for the Bonus Issue The Bonus Issue is proposed by the Directors as a recognition of the continual support of the Shareholders. It will allow the Shareholders to enjoy a pro-rata increase in the number of Shares held by them in the Company without incurring any significant costs. The Bonus Issue has also the propensity to enhance the liquidity of the Shares in the market as the number of Shares in issue will increase following the Bonus Issue. As the Bonus Issue will also lower the price of the board lot of Shares, this will encourage ownership and is beneficial to the Company and the Shareholders, Closure of Register of Members The register of members of the Company will be closed during the following periods: (a) for the purpose of determining Shareholders who are entitled to attend and vote at the EGM, the register of members will be closed from Monday, 25 September 2017 to Wednesday, 27 September 2017 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the EGM, all transfers of Shares, accompanied by the relevant share certificates, must be duly lodged with the Hong Kong Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 22 September 2017; and (b) for the purpose of determining Shareholders who are qualified for the entitlement to the Bonus Issue, the register of members will be closed on Wednesday, 4 October 2017, during which no transfer of Shares will be effected. In order to qualify for the entitlement to the Bonus Issue, all transfers of Shares, accompanied by the relevant share certificates, must be duly lodged with the Hong Kong Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 3 October

4 Expected Timetable for the Bonus Issue Set out below is the expected timetable for the Bonus Issue. Event Despatch of the circular and notice of the EGM Latest time for lodging transfers of Shares for registration in order to attend and vote at the EGM Closure of register of members of the Company for determination of eligibility of Shareholders to attend and vote at the EGM (both days inclusive) Latest time to return form of proxy for the EGM EGM Friday, 8 September :30 p.m. on Friday, 22 September 2017 Monday, 25 September 2017 to Wednesday, 27 September :00 a.m. on Monday, 25 September :00 a.m. on Wednesday, 27 September 2017 Announcement of the EGM poll results Wednesday, 27 September 2017 Last day of dealing in the Shares on a cum-entitlement basis Thursday, 28 September 2017 First day of dealing in the Shares on an ex-entitlement basis Friday, 29 September 2017 Latest time for lodging transfer of Shares with the Hong Kong Share Registrar Closure of register of members of the Company for determining the Shareholders entitlement under the Bonus Issue Record date for determining the Shareholders entitlements under the Bonus Issue 4:30 p.m. on Tuesday, 3 October 2017 Wednesday, 4 October 2017 Wednesday, 4 October 2017 Register of members of the Company re-open Friday, 6 October 2017 Despatch of share certificates for the Bonus Shares Thursday, 12 October 2017 Commencement of trading of the Bonus Shares 9:00 a.m. on Friday, 13 October

5 All the times and dates stated in this announcement refer to Hong Kong times. Such time and dates are indicative only, and may be extended or varied. Should there be any change in the above timetable, the Company will notify the Shareholders by way of announcement as and when appropriate. Overseas Shareholders The issue and allotment of Bonus Shares to Overseas Shareholders under the Bonus Issue may be subject to the laws and/or regulations of the relevant jurisdiction outside Hong Kong. Overseas Shareholders who are citizens, residents or nationals of any jurisdiction outside Hong Kong should keep themselves informed about and observe any applicable legal and/or regulatory requirements and/if in doubt as to any aspect of the Bonus Issue and/or the implications thereof on them, seek advice from the relevant professional adviser(s). It is the responsibilities of the Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with their entitlements to the Bonus Issue (including but not limited to the obtaining of any governmental or other consent or payment of any transfer or other taxes due in respect of such jurisdictions). The Company is not responsible or liable for the legality and/or liability of any Overseas Shareholder s receipt and/or holding of the Bonus Share(s) to be allotted and issued and the Overseas Shareholder will bear such responsibility or liability personally. As at the date of this announcement, the Company has one Overseas Shareholder whose address as shown on the register of members of the Company is in the PRC. The Company will make enquiries regarding the legal restrictions under the laws and/or the requirements of the relevant regulatory bodies or stock exchanges applicable to the jurisdictions of the registered addresses of the Overseas Shareholders. If, having considered the advice provided by foreign legal counsels, the Directors are of the view that it is necessary or expedient on account of either restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body(ies) or stock exchange(s) in such place(s) not to issue the Bonus Shares to such Overseas Shareholder(s) who are otherwise entitled thereto, such Oversea Shareholder(s) will become Non-Qualifying Shareholder(s). Accordingly, those Non-Qualifying Shareholders(s) (if any) will not receive any Bonus Shares under the Bonus Issue. Arrangements will be made for the Bonus Shares which would otherwise be transferred to such Non-Qualifying Shareholder(s) to be sold in the market as soon as possible after the Bonus Issue, and the proceeds from the sale thereof, after deduction of expenses and duties, will be distributed in Hong Kong dollars to the relevant Non-Qualifying Shareholder(s) in proportion to their respective entitlements provided that the relevant individual Shareholder s proportionate entitlement thereto exceeds HK$100. The Company will retain individual amounts of HK$100 or less for its own benefit. Payment for the above-mentioned proceeds will be made by cheques in Hong Kong dollar sent to the relevant Non-Qualifying Shareholders according to their addresses as recorded in the register of members of the Company as at the Record Date by ordinary post at their own risk. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL In order to provide flexibility to accommodate future expansion and growth of the Group and in contemplation of the Bonus Issue, an ordinary resolution will be proposed at the EGM to approve an increase in the authorised share capital of the Company from HK$400,000,000 comprising 4,000,000,000 Shares to HK$1,000,000,000 comprising 10,000,000,000 Shares by the creation of an additional 6,000,000,000 Shares. 5

6 The Increase in Authorised Share Capital is not conditional upon the Bonus Issue being approved by Shareholders at the EGM. ADJUSTMENT TO THE SHARE OPTIONS GRANTED UNDER THE SHARE OPTION SCHEME The implementation of the Bonus Issue may lead to adjustments to (a) the number of Shares subject to the Share Options so far as unexercised; and/or (b) the subscription price; and/or (c) the maximum number of Shares available for subscription by the grantees of the Share Options granted by the Company. As the exact number of Bonus Shares will not be determined until the Record Date, the Company will notify the respective holders of the Share Options regarding the adjustments to be made, if any, pursuant to the respective terms and conditions of the Share Options. EGM An EGM will be convened and held to consider and, if thought fit, approving the Bonus Issue and the Increase in Authorised Share Capital. A circular containing, among others, further details of the Bonus Issue and the Increase in Authorised Share Capital together with the notice of the EGM will be despatched to the Shareholders as soon as practicable. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder is required under the Listing Rules to abstain from voting on the resolutions regarding the Bonus Issue or the Increase in Authorised Share Capital at the EGM. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the following meanings: Board Bonus Issue Bonus Share(s) Company Director(s) the board of Directors the proposed bonus issue of Shares on the basis of one Bonus Share for every one existing Share held by the Qualifying Shareholders on the Record Date new Share(s) to be allotted and issued by way of Bonus Issue by the Company as described in this announcement Zhong An Real Estate Limited ( ), an exempted company incorporated in the Cayman Islands with limited liability and the issue Shares of which are listed on the Main Board of the Stock Exchange the director(s) of the Company 6

7 Group EGM Hong Kong Share Registrar Hong Kong Increase in Authorised Share Capital Listing Committee Non-Qualifying Shareholders Overseas Shareholders PRC Qualifying Shareholders Record Date Share(s) Shareholder(s) Share Option(s) Share Option Scheme the Company and its subsidiaries an extraordinary general meeting of the Company to be convened and held for approving, among others, the Bonus Issue and the Increase in Authorised Share Capital (and any adjournment thereof) Tricor Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong the Hong Kong Special Administrative Region of the PRC the proposed increase in the authorised share capital of the Company from HK$400,000,000 comprising 4,000,000,000 Shares to HK$1,000,000,000 comprising 10,000,000,000 Shares by the creation of an additional 6,000,000,000 Shares the listing sub-committee of the board of the Stock Exchange those Overseas Shareholder(s) (if any) whom the Directors, after making relevant enquiries, consider necessary or expedient to be excluded from the Bonus Issue on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place Shareholder(s) whose address(es) as recorded in the register of members of the Company as at the close of business on the Record Date is/are outside Hong Kong the People s Republic of China the Shareholder(s), whose name(s) appear(s) in the register of members of the Company as at the close of business on the Record Date, other than the Non-Qualifying Shareholder(s) Wednesday, 4 October 2017, being the date for ascertaining the entitlement of the Shareholders to the Bonus Issue ordinary share(s) of HK$0.10 each in the share capital of the Company the registered holder(s) of Share(s) in issue the option(s) granted by the Company to eligible grantee(s) under the Share Option Scheme the share option scheme adopted by the Company and currently in force 7

8 Stock Exchange HK$ The Stock Exchange of Hong Kong Limited Hong Kong dollars, the lawful currency of Hong Kong % per cent. By order of the Board ZHONG AN REAL ESTATE LIMITED Shi Kancheng Chairman Hong Kong, 30 August 2017 As at the date of this announcement, the Board comprises five executive Directors, namely Mr Shi Kancheng (Chairman), Ms Wang Shuiyun, Ms Shen Tiaojuan, Mr Zhang Jiangang and Mr Jin Jianrong, one non-executive Director, namely Ms Shen Li and three independent non-executive Directors, namely Professor Pei Ker Wei, Dr Loke Yu and Mr Zhang Huaqiao. 8