PARKSON RETAIL GROUP LIMITED 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.
百盛商業集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 03368 & 05936)In the 2012 Announcement, it was disclosed that the Vendor and Beijing Huadesheng entered into the Cooperative Agreement in relation to acquisition of the land use right and the building ownership right to the Qingdao Shopping Mall. In the SPA Announcement, it was disclosed that the Vendor and the Purchaser entered into the SPA in respect of the Original Transaction whereby the Purchaser would acquire the Qingdao Shopping Mall at the Original Consideration. The Cooperative Agreement and the SPA were entered into on the understanding that registration of title would be effected only for the levels of the Qingdao Shopping Mall which were above ground and the Original Consideration was also determined based on this understanding. As a result of the implementation of the Management Rules in January 2015, payment of the Additional Land Premium became mandatory and, procedurally, such payment must be completed before the registration of title to the Above Ground Levels can be completed. Accordingly, the Vendor and the Purchaser entered into the Supplemental Agreement to provide for the payment of the Additional Land Premium by the Purchaser and the registration of title to the Commercial Portion, in addition to the titles to the Above Ground Levels, by the Vendor.
The Varied Transaction constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification, announcement and the shareholders' approval requirements under the Listing Rules. However, as no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Varied Transaction, the written approval given by a closely allied group of Shareholders who are interested in approximately 53.87% of the issued share capital of the Company as at the Announcement Date will be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules.
A circular containing, among other things, further details of the Varied Transaction will be despatched to the Shareholders on or before 17 March 2016 (being 15 business days after the Announcement Date).
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BACKGROUND
In the 2012 Announcement, it was disclosed, among other things, that the Vendor and Beijing Huadesheng had entered into the Cooperative Agreement in relation to acquisition of the land use right and the building ownership right to the Qingdao Shopping Mall which comprised five levels above the ground and three basement floors.
In the SPA Announcement, it was disclosed, among other things, that:
the Company had established a new wholly-owned subsidiary, namely the Purchaser, to take over the role of purchaser of the Qingdao Shopping Mall from Beijing Huadesheng;
the Vendor and the Purchaser entered into the SPA in respect of the Original Transaction whereby the Purchaser would acquire the Qingdao Shopping Mall at the Original Consideration; and
the Original Transaction would constitute a discloseable transaction of the Company.
At the time of the entering into of the Cooperative Agreement and the SPA, the laws and regulations of the PRC applicable to the Qingdao Shopping Mall did not provide for mandatory registration of titles to properties which were situated underground. Accordingly and following the then prevailing market practice, the Vendor had not paid the land premium for the Commercial Portion and therefore the title to the Commercial Portion had not been registered.
In January 2015, the Qingdao government implemented the Management Rules which set out, among other things, the procedures and requirements for registration of titles to properties situated underground and the mandatory payment of land premium to the government for those underground properties which were used for commercial purposes.
In light of the implementation of the Management Rules, the Vendor and the Purchaser entered into the Supplemental Agreement to provide for, among other things, the Purchaser' acquisition of the title to the Commercial Portion and payment of the Additional Land Premium.
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THE SUPPLEMENTAL AGREEMENT
The Board is pleased to announce that on 25 February 2016, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Supplemental Agreement with the Vendor. Pursuant to the Supplemental Agreement, the Purchaser agreed to pay the Additional Land Premium upon the terms and conditions of the Supplemental Agreement. The principal terms of the Supplemental Agreement are summarised below:
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Date
25 February 2016.
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Parties
The Purchaser and the Vendor.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are third parties independent of, and not connected with, the Company and its connected persons (as defined under the Listing Rules).
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Assets to be acquired by the Group
The title to the Commercial Portion.
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Additional Land Premium
The amount of the Additional Land Premium is RMB112,344,623.48, comprising (i) an amount of RMB91,903,462 representing the land premium calculated in accordance with the Management Rules and (ii) an amount of RMB20,441,161.48 representing the taxes, stamp duties and surcharges arising from payment of land premium under the applicable PRC laws and regulations. The Purchaser shall pay the Additional Land Premium to the Vendor within one working day after the signing of the Supplemental Agreement.
According to the applicable PRC laws and regulations, the amount of the Additional Land Premium is required to be calculated on the basis of the Commercial Portion having an area of 28,795 square meters. However, the final registered area is subject to the calculation of the relevant PRC governmental authorities.
The Additional Land Premium will be funded by the internal resources of the Group.
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Material obligations of the Vendor
The Vendor shall, within two working days after receipt of the Additional Land Premium, pay the Additional Land Premium in accordance with legal documents entered into between the Vendor and the relevant PRC governmental authorities.
The Vendor shall transfer the title to the Above Ground Levels and the Commercial Portion to the Purchaser before 31 May 2016.
- Coming into effect of the Supplemental Agreement
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INFORMATION ON THE QINGDAO SHOPPING MALL
The Qingdao Shopping Mall is located in Laoshan District of Qingdao City and is part of a fully integrated commercial development project known as Beer City Project undertaken by the Vendor. According to the Cooperative Agreement and as disclosed in the 2012 Announcement and the SPA Announcement, the Qingdao Shopping Mall was estimated to have a site area of approximately 45,714 square metres. In 2013, the Vendor registered the title to the Qingdao Shopping Mall individually and the actual area registered was 50,213.7 square metres. Accordingly, the actual site area of the Qingdao Shopping Mall acquired by the Purchaser pursuant to the SPA was 50,213.7 square metres.
Based on the original plan, the Qingdao Shopping Mall had a total planned gross floor area of approximately 216,000 square metres, of which approximately 131,000 square metres is for retail use and the balance of 85,000 square metres is for ancillary use and for an estimated 2,000 car parking lots. In 2013, the Purchaser changed the building specifications such that the above ground levels of the Qingdao Shopping Mall were reduced from five to four, with a total gross floor area of approximately 228,600 square metres, of which approximately 123,200 square metres is for retail use and the balance of 105,400 square metres is for ancillary use and for an estimated 2,000 car parking lots. The Purchaser proposed the change in specifications after taking into account, among other things, the constructions costs, the expected shopping leisure, the overall planning of the operation of the Qingdao Shopping Mall and the applicable building work standard and concluded that four levels were more cost effective and could produce more commercial benefits as compared to five levels.
The building and construction of the Qingdao Shopping Mall was completed in December 2015 and, based on the information available to the Company as at the Announcement Date, it is expected that the Qingdao Shopping Mall will be opened for business in April 2016. As at the Announcement Date, binding agreements in relation to the occupation of the Qingdao Shopping Mall, representing approximately 95% of the lettable area, have already been entered into.
The book value of the Qingdao Shopping Mall was RMB1,422,320,000 as at 31 December 2015.
- INFORMATION ON THE GROUP AND THE VENDOR
The Supplemental Agreement shall come into effect after the Vendor and the Purchaser have obtained, among other things, the relevant approvals under the applicable laws and regulations.
As at the Announcement Date, both the Vendor and the Purchaser have obtained the approvals contemplated by the Supplemental Agreement and accordingly, the Supplemental Agreement has come into effect. As to the shareholders' approval of the Purchaser, please refer to the section headed "Implications under the Listing Rules" below for more details.
The principal activities of the Group are the operation and management of a network of department stores in the PRC. The Purchaser is a wholly-owned subsidiary of the Company whose scope of business includes, among other things, general merchandise, cosmetics and property management.
The Vendor is a company established in the PRC whose scope of business includes, among other things, property development and property management.
Parkson Retail Group Ltd. issued this content on 25 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 February 2016 11:01:01 UTC
Original Document: http://www.parksongroup.com.cn/upload/201602/145639390062474500.pdf
