CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF 40% EQUITY INTEREST IN THE TARGET COMPANY

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. (Incorporated in Bermuda with limited liability) (Stock Code: 925) CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF 40% EQUITY INTEREST IN THE TARGET COMPANY The Board is pleased to announce that on 1 February 2019, Purchaser 1 (a wholly owned subsidiary of the Company) entered into Agreement 1 with Vendor 1 to acquire Sale Equity 1 and Purchaser 2 (a wholly owned subsidiary of the Company) entered into Agreement 2 with Vendor 2 to acquire Sale Equity 2 at a total consideration of RMB70,860, (equivalent to approximately HK$82,919,563.38), which will be settled by cash payment. The Transaction constitutes a connected transaction under Chapter 14A of the Listing Rules. As all the relevant percentage ratio(s) (other than profits ratio) as set out in the Listing Rules in respect of the Transaction are less than 5%, the Transaction is exempt from the circular (including independent financial advice) and shareholders approval requirements under Rule 14A.76(2) of the Listing Rules. The Board is pleased to announce that on 1 February 2019 Purchaser 1 (a wholly owned subsidiary of the Company) entered into Agreement 1 with Vendor 1 and Purchaser 2 (a wholly owned subsidiary of the Company) entered into Agreement 2 with Vendor 2. The principal terms of the Agreements are set out below. 1

2 AGREEMENT 1 Date of Agreement 1: 1 February 2019 Parties To Agreement 1 (i) (ii) Purchaser 1 as the purchaser Vendor 1 as the vendor To the best of the knowledge, information and belief of the Directors and having made all reasonable enquires, Vendor 1 (including its ultimate beneficial owners) are third parties independent of the Company and its connected persons. Assets To Be Disposed of Under Agreement 1, Vendor 1 agreed to sell Sale Equity 1 which is the registered capital of US$3,000,000 in the capital of the Target Company, representing 15% of equity interest in the Target Company. Consideration and Completion The consideration for the Sale Equity 1 and payment terms were determined after arm s length negotiations between Vendor 1 and Purchaser 1 with reference to 15% of the net assets value of the Target Company as at 31 December The consideration for the Sale Equity 1 will be payable in the following manner: (1) RMB7,971, (equivalent to approximately HK$9,328,450.88), shall be payable by cash payment within 2 working days after the effective date of Agreement 1; and (2) RMB18,600, (equivalent to approximately HK$21,766,385.39), representing the balance of the consideration for the Sale Equity 1 shall be settled by cash payment within 3 working days after the completion of the registration procedures by the Administration of Industry and Commerce in PRC. 2

3 AGREEMENT 2 Date of Agreement 2: 1 February 2019 Parties To Agreement 2 (iii) (iv) Purchaser 2 as the purchaser Vendor 2 as the vendor To the best of the knowledge, information and belief of the Directors and having made all reasonable enquires, Vendor 2 (including its ultimate beneficial owners) are third parties independent of the Company and its connected persons. Assets To Be Disposed of Under Agreement 2, Vendor 2 agreed to sell Sale Equity 2 which is the registered capital of US$5,000,000 in the capital of the Target Company, representing 25% of equity interest in the Target Company. Consideration and Completion The consideration for the Sale Equity 2 and payment terms were determined after arm s length negotiations between the Vendor 2 and Purchaser 2 with reference to 25% of the net assets value of the Target Company as at 31 December The consideration for the Sale Equity 2 will be payable in the following manner: (1) RMB13,286, (equivalent to approximately HK$15,547,418.12), shall be payable by cash payment within 2 working days after the effective date of Agreement 2; and (2) RMB31,001, (equivalent to approximately HK$36,277,308.99), representing the balance of the consideration for the Sale Equity 2 shall be settled by cash payment within 3 working days after the completion of the registration procedures by the Administration of Industry and Commerce in PRC. 3

4 INFORMATION ON TARGET COMPANY AND THE PARTIES The Target Company is a company established in the PRC and its scope of business activities including the development and operation of storage facilities and logistics information consulting services. As at the date of the Agreements, the shareholders of the Target Company are : Shareholders Registered Capital (USD) BE Group 12,000,000 60% Vendor 1 3,000,000 15% Vendor 2 5,000,000 25% Total 20,000, % % Purchaser 1 is a company incorporated in PRC and is principally engaged in investment holding and management consulting. Purchaser 2 is a company incorporated in the British Virgin Islands and is principally engaged in investment holding. Purchaser 1 and Purchaser 2 are wholly owned subsidiaries of the Company. Vendor 1 is a company incorporated in PRC and is principally engaged in investment and asset management. Vendor 2 is a company incorporated in the Hong Kong and is principally engaged in property development and property management services. The Target Company is a company established in the PRC and its scope of business activities include the development and operation of storage facilities and logistics information consulting services. The Target Company is a 60% owned subsidiary of BE Group which is a controlling shareholder of the Company. BE Group is interested in about 66.54% in the issued share capital of the Company as at the date of this announcement. Based on the unaudited financial statements of the Target Company, the profit before and after taxation of the Target Company for the years ended 31 December 2018 and 31 December 2017 are set out as below : 31 Dec 2017 (RMB 000) Year ended 31 Dec 2018 (RMB 000) Net profit before taxation 5,312 6,210 Net profit after taxation 4,403 4,658 As at 31 December 2018, the net asset value of the Target Company was approximately RMB177,151,428, which is mainly represented by the cash and cash equivalents balance of approximately RMB177,850,632. The Group s interest in the Target Company will become 40% immediately after completion of the Agreements. The investment in the Target Company will be accounted for in the financial statements of the Group as investment in an associate using the equity method of accounting. 4

5 REASONS FOR AND BENEFITS DERVIED FROM THE TRANSACTION The Group is principally engaged in investment, development and operation of (i) high-end and modern general warehouses; (ii) cold chain logistics warehouses; (iii) specialised wholesale market for the trading and distribution of local agricultural products; (iv) modernized industrial plants; and investments in commercial properties and primary land development. The 60% equity interest of the Target Company was previously owned by BHL which is a wholly owned subsidiary of the BE Group. Currently, BE Group is transferring the 60% equity interest of the Target Company to BEGREC which is a substantial shareholder of the Company and whose principal activity is investment in and development of real estate projects. The purpose of the transfer is to centralize real estate business to BEGREC and its subsidiaries within the BE Group. As at the date of announcement, the transfer is still in the process. The Target Company currently has approximately RMB million of cash and cash equivalents and has no real estate project on hands. The Company and BEGREC may use the Target Company as a vehicle for potential real estate projects to be identified in future. In view of the above reasons and benefits, the Directors (including the independent nonexecutive Directors) are of the view that the Transaction is in the interests of the Group and the Shareholders as a whole and on normal commercial terms and is not in the ordinary and usual course of business of the Group and the terms of the Agreements are fair and reasonable. IMPLICATIONS OF LISTING RULES As BE Group, being a substantial shareholder of the Target Company, is a controlling shareholder of the Company, the Transaction constitutes a connected transaction of the Company under Rule 14A.28 of the Listing Rules. As all the relevant percentage ratios (other than profits ratio) as set out in the Listing Rules in respect of the Transaction are less than 5%, the Transaction is exempt from the circular (including independent financial advice) and shareholders approval requirements under Rule 14A.76(2) of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions having the following meanings: Agreement 1 Agreement 2 the sale and purchase agreement dated 1 February 2019 entered into by Purchaser 1 and Vendor 1 in relation to the sale and purchase of Sale Equity 1 the sale and purchase agreement dated 1 February 2019 entered into by Purchaser 2 and Vendor 2 in relation to the sale and purchase of Sale Equity 2 Agreements Agreement 1 and Agreement 2 5

6 BE Group BEGREC BHL Company connected person(s) Director(s) Group Hong Kong HK$ Listing Rules PRC Purchaser 1 Purchaser 2 Sale Equity 1 Sale Equity 2 Share(s) Beijing Enterprises Group Company Limited*( 北京北控集團有限公司 ), a company incorporated in the PRC with limited liability and is a controlling shareholder of the Company Beijing Enterprises Real-Estate Group Limited( 北京北控置業集團有限公司 ), a limited liability company incorporated in the People s Republic of China and wholly-owned by the BE Group Beijing Holdings Limited which is limited company incorporated in Hong Kong and wholly-owned by the BE Group Beijing Properties (Holdings) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed to it under the Listing Rules the director(s) of the Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the People s Republic of China Hong Kong dollars, the lawful currency of Hong Kong the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China, which shall for the purpose of this announcement only, exclude Hong Kong, Macau Special Administrative Region and Taiwan Beijing Yun Zhong Management Consulting Co., Ltd*( 北京允中管理咨詢有限公司 )a company established under the laws of the PRC and a wholly owned subsidiary of the Company Best Scope Global Limited, a company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of the Company registered capital of amount US$3,000,000 in the Target Company which is registered under the name of Vendor 1 registered capital of amount US$5,000,000 in the Target Company which is registered under the name of Vendor 2 share(s) of HK$0.10 each in the share capital of the Company 6

7 Shareholder(s) Stock Exchange holder(s) of the Shares The Stock Exchange of Hong Kong Limited Target Company Beijing BHL Logistics Limited*( 北京京泰物流置業有限公司 ), a company established in the PRC Transaction the acquisitions of Sale Equity 1 and Sale Equity 2 by Purchaser 1 and Purchaser 2 from Vendor 1 and Vendor 2 respectively under the Agreements Vendor 1 Vendor 2 Vendors Vendor 1 and Vendor 2 % per cent Riverside Investment Group Co. Ltd.*( 山水文園投資集團有限責任公司 ), a company established under the laws of the PRC Hopeson Holdings Limited, a company incorporated under the laws of Hong Kong * The English translation of the names of certain companies established in the PRC are provided for reference only and do not represent official English names. This announcement contains translation between Renminbi and Hong Kong dollar amounts at the approximate rate RMB =HK$1. The translation should not be taken as a representation that the Renminbi could actually be converted into Hong Kong dollars at that rate or at all. Hong Kong, 1 February 2019 By Order of the Board Beijing Properties (Holdings) Limited Cheng Ching Fu Company Secretary As at the date of this announcement, Mr. Qian Xu, Mr. Li Shuping, Mr. Zhao Jiansuo, Mr. Siu Kin Wai, Mr. Dong Qilin, Mr. Li Changfeng, Mr. Cheng Ching Fu, Mr. Yu Luning, Mr. Ang Renyi and Mr. Ng Kin Nam are the executive Directors; and Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Xie Ming are the independent non-executive Directors. 7