China Electronics Optics Valley Union Holding Company Limited 中電光谷聯合控股有限公司

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. China Electronics Optics Valley Union Holding Company Limited 中電光谷聯合控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 798) THE ACQUISITION DISCLOSEABLE TRANSACTION ACQUISITION OF 35% EQUITY INTEREST OF WENZHOU INDUSTRIAL PARK The Board hereby announces that on 13 August 2018, CEOVU Shenzhen, an indirect whollyowned subsidiary of the Company, entered into the Agreement with Beijing ZHCT, pursuant to which CEOVU Shenzhen has purchased, and Beijing ZHCT has sold, 35% of the equity interest of Wenzhou Industrial Park for the consideration of RMB233,500,000. LISTING RULES IMPLICATIONS Wenzhou Industrial Park is an insignificant subsidiary of the Company. As Beijing ZHCT held 35% of the equity interest in Wenzhou Industrial Park, it was a substantial shareholder of an insignificant subsidiary of the Company, and therefore, notwithstanding Beijing ZHCT s interest in Wenzhou Industrial Park, it and its ultimate beneficial owners were not regarded as connected persons of the Company pursuant to rule 14A.09 of the Listing Rules. Therefore, the transaction contemplated under the Agreement did not constitute a connected transaction under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio under the Listing Rules in respect of the transaction under the Agreement was more than 5% but less than 25%, the transaction constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and was subject to the reporting and announcement requirements but exempt from the requirement of shareholders approval

2 INTRODUCTION The Board hereby announces that on 13 August 2018, CEOVU Shenzhen, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with Beijing ZHCT, pursuant to which CEOVU Shenzhen has purchased, and Beijing ZHCT has sold, 35% of the equity interest of Wenzhou Industrial Park for the consideration of RMB233,500,000. THE AGREEMENT A summary of the salient terms of the Agreement is set out below: Date: 13 August 2018 Parties: (a) Beijing ZHCT (b) CEOVU Shenzhen (c) Wenzhou Industrial Park To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, (i) save for being a shareholder of an insignificant subsidiary of the Company, Beijing ZHCT and its ultimate beneficial owners are Independent Third Parties, and (ii) save for being a subsidiary of the Company, Wenzhou Industrial Park and its ultimate beneficial owners are Independent Third Parties. Assets acquired CEOVU Shenzhen has purchased, and Beijing ZHCT has sold, 35% of the equity interest of Wenzhou Industrial Park. Consideration The consideration for the transaction contemplated under the Agreement was RMB233,500,000 (equivalent to approximately HK$267,077,300) (the Consideration ). The Consideration was paid by CEOVU Shenzhen to Beijing ZHCT in cash and was funded by the Group s internal resources. The transaction was completed on 13 August The Consideration was determined after arm s length negotiations among the parties to the Agreement with reference to the valuation based on the net asset value of Wenzhou Industrial Park as at 30 September

3 INFORMATION ON WENZHOU INDUSTRIAL PARK Wenzhou Industrial Park was a 60% subsidiary of CEOVU Shenzhen prior to the completion of the transaction contemplated under the Agreement. Wenzhou Industrial Park is principally engaged in the investment, management and operation of high technology industrial park project. The ongoing projects of Wenzhou Industrial Park include China Electronic (Wenzhou) Cyber Port* ( 中國電子 ( 溫州 ) 信息港 ). Following completion of the transaction contemplated under the Agreement, CEOVU Shenzhen holds 95% of the equity interest of Wenzhou Industrial Park and Wenzhou Industrial Park continues to be a subsidiary of the Company. Set out below is the audited financial information of Wenzhou Industrial Park for the two years ended 31 December 2016 and 2017 prepared in accordance with International Financial Reporting Standards ( IFRS ): For the year ended 31 December 2016 (audited) RMB For the year ended 31 December 2017 (audited) RMB Net profit before taxation 3,501,701 20,448,185 Net profit after taxation 2,605,184 15,294,710 Based on the financial information of Wenzhou Industrial Park prepared in accordance with IFRS as at 31 December 2017, the audited net asset value of Wenzhou Industrial Park as at 31 December 2017 was approximately RMB517,415,550. INFORMATION ON THE GROUP AND CEOVU SHENZHEN The Group is devoted to become a leading industrial resources sharing platform in the PRC. Based on its intelligent lifecycle management systems catered for industrial parks, we provide tailor-made and integrated solutions for investment, development, investment promotion and operation aspects of our science and technology industrial parks, and provide ideal office, research, and production sites and services to various innovation enterprises. CEOVU Shenzhen, an indirect wholly-owned subsidiary of the Company, is a company incorporated in the PRC with limited liability whose principal business is the provision of management services for technology parks and industrial parks and incubation services for technology companies. INFORMATION ON BEIJING ZHCT The Company understands that Beijing ZHCT is principally engaged in the development of real estate and management of property

4 REASONS FOR AND BENEFITS OF THE AGREEMENT The acquisition of 35% of the equity interest of Wenzhou Industrial Park was mainly because the Company considered the promising prospect of China Electronic (Wenzhou) Cyber Port* ( 中國電子 ( 溫州 ) 信息港 ), and the completion of acquisition will increase equity attributable to owners of the parent, and will enhance our brand influence and promote sustainable development of the Group. In light of the above, the Directors consider that the terms of the Agreement and the transaction contemplated thereunder were fair and reasonable and entered into on normal commercial terms after arm s length negotiations between the relevant parties and in the ordinary and usual course of business of the Group, and was in the interests of the Company and the shareholders of the Company as a whole. LISTING RULES IMPLICATIONS Wenzhou Industrial Park is an insignificant subsidiary of the Company. As Beijing ZHCT held 35% of the equity interest in Wenzhou Industrial Park, it was a substantial shareholder of an insignificant subsidiary of the Company, and therefore, notwithstanding Beijing ZHCT s interest in Wenzhou Industrial Park, it and its ultimate beneficial owners were not regarded as connected persons of the Company pursuant to rule 14A.09 of the Listing Rules. Therefore the transaction contemplated under the Agreement did not constitute a connected transaction under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio under the Listing Rules in respect of the transaction under the Agreement was more than 5% but less than 25%, the transaction constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules and was subject to the reporting and announcement requirements but exempt from the requirement of shareholders approval. However, due to an inadvertent oversight, the relevant management failed to take into account of the Listing Rules implications nor had they notified the Board timely when they approved the Agreement at the subsidiary level, and hence, the Company had delayed in publishing an announcement in respect of the transaction contemplated under the Agreement pursuant to the applicable provisions of Chapter 14 of the Listing Rules. The details concerning the transaction contemplated under the Agreement were brought to the attention of the senior management of the Company during preparation of the Company s interim financial report for the six months ended 30 June 2018, and the senior management of the Company immediately took steps to ascertain the status thereof. The Company takes its internal control efforts and its obligations under the Listing Rules very seriously, and has since issued an internal circular to all management staff within its PRC subsidiaries stipulating stringent internal control procedures particularly in the areas of, among others, notifiable transactions and corporate governance measures in order to formulate and impose measures to remedy the deficiency identified with a view to avoid occurrence of similar incidents. The Company has also adopted an internal policy requiring all transactions be run through the legal office and financial department of the Company before entering into such transactions

5 DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: Agreement the equity transfer agreement dated 13 August 2018 entered into between Beijing ZHCT, CEOVU Shenzhen and Wenzhou Industrial Park in respect of the sale and purchase of the 35% equity interest in Wenzhou Industrial Park Beijing ZHCT 北京中宏誠投置業有限公司 (Beijing Zhonghong Chengtou Property Co., Ltd.*), a limited liability company established in the PRC Board the board of Directors CEOVU Shenzhen 中電光谷 ( 深圳 ) 產業發展有限公司 (China Electronics Optics Valley (Shenzhen) Industry Development Company Limited*), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company Company connected person(s) Directors Group HK$ Hong Kong Independent Third Parties Listing Rules PRC China Electronics Optics Valley Union Holding Company Limited, a company incorporated in the Cayman Islands with limited liability whose issued shares are listed on the Main Board of the Stock Exchange has the meaning ascribed thereto under the Listing Rules the directors of the Company the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China parties who are not connected persons of the Company and are independent of the Company and its connected persons the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China - 5 -

6 RMB Stock Exchange Wenzhou Industrial Park Renminbi, the lawful currency of the PRC The Stock Exchange of Hong Kong Limited 中國電子溫州產業園發展有限公司 (China Electronics Wenzhou Industrial Park Development Co., Ltd.*), a limited liability company established in the PRC and an indirect subsidiary of the Company % per cent. For the purpose of this announcement, unless otherwise indicated, the exchange rate of RMB1.00 = HK$ has been used, where applicable, for purpose of illustration only and it does not constituteany representationthat any amounthasbeen, could have been ormay be exchanged atthat rate or at any other rate. * For identification purpose only Wuhan, Hubei, the People s Republic of China 31 August 2018 By Order of the Board China Electronics Optics Valley Union Holding Company Limited Huang Liping Chairman As at the date of this announcement, the directors of the Company are Mr. Huang Liping and Mr. Hu Bin as executive directors; Ms. Wang Qiuju, Mr. Xiang Qunxiong, Mr. Zhang Jie and Ms. Sun Ying as non-executive directors; Mr. Qi Min, Mr. Leung Man Kit and Ms. Zhang Shuqin as independent non- executive directors