SUN HUNG KAI & CO. LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 28)(Incorporated in Hong Kong with limited liability)
(Stock Code: 86) JOINT ANNOUNCEMENT CONNECTED TRANSACTION THE HY SALE AND PURCHASE AGREEMENTOn 6th May, 2016, SHK, Boneast, Shine Star and Hing Yip entered into the HY Sale and Purchase Agreement, pursuant to which (i) Boneast agreed to sell and Shine Star agreed to purchase the entire issued share capital of Hing Yip; and (ii) SHK agreed to assign and Shine Star agreed to take as an assignment of the benefits of the HY Shareholder's Loan, at the aggregate consideration of RMB23,106,600 (equivalent to HK$27,606,452) payable from Shine Star to Boneast.
The HY Completion took place on the same day of the date of the HY Sale and Purchase Agreement.
THE SH SALE AND PURCHASE AGREEMENTOn 6th May, 2016, SHK, Boneast, Shine Star and Sing Hing entered into the SH Sale and Purchase Agreement, pursuant to which (i) Boneast agreed to sell and Shine Star agreed to purchase the entire issued share capital of Sing Hing; and (ii) SHK agreed to assign and Shine Star agreed to take as an assignment of the benefits of the SH Shareholder's Loan, at the aggregate consideration of RMB61,179,300 (equivalent to HK$73,093,548) payable from Shine Star to Boneast.
The SH Completion took place on the same day of the date of the SH Sale and Purchase Agreement.
LISTING RULES IMPLICATIONS Tian AnAs APL is a substantial shareholder of Tian An and SHK is a subsidiary of APL, SHK and its subsidiaries (including Boneast) are connected persons of Tian An within the meaning of the Listing Rules. As a result, the Sale and Purchase Agreements constitute a connected transaction of Tian An.
As the applicable Percentage Ratio(s) for Tian An in respect of the Sale and Purchase Agreements exceed 0.1% but are less than 5%, the Transactions are only subject to the reporting and announcement requirements but exempt from the circular and the shareholders' approval requirements under Chapter 14A of the Listing Rules.
SHKAs APL is a substantial shareholder of SHK and holds more than 30% shareholding interest in Tian An, Tian An and its subsidiaries (including Shine Star) are connected persons of SHK within the meaning of the Listing Rules. As a result, the Sale and Purchase Agreements also constitute a connected transaction of SHK.
As the applicable Percentage Ratio(s) for SHK in respect of the Sale and Purchase Agreements exceed 0.1% but are less than 5%, the Transactions are only subject to the reporting and announcement requirements but exempt from the circular and the shareholders' approval requirements under Chapter 14A of the Listing Rules.
THE HY SALE AND PURCHASE AGREEMENTA summary of the major terms of the HY Sale and Purchase Agreement is as follows:
Date of the HY Sale and Purchase Agreement6th May, 2016
Parties to the HY Sale and Purchase AgreementSHK
Boneast (as the vendor)
Shine Star (as the purchaser)
Hing Yip (as the subject company)
Pursuant to the HY Sale and Purchase Agreement, (i) Boneast agreed to sell and Shine Star agreed to purchase the entire issued share capital of Hing Yip; and (ii) SHK agreed to assign and Shine Star agreed to take as an assignment of the benefits of the HY Shareholder's Loan.
The principal asset of Hing Yip is the 1st PRC Property.
Consideration and payment termsThe total consideration payable by Shine Star under the HY Sale and Purchase Agreement is RMB23,106,600 (equivalent to HK$27,606,452) which will be paid by the Purchaser to the Vendor by way of cheque(s) or cash remittance upon the HY Completion.
The total consideration of RMB23,106,600 (equivalent to HK$27,606,452) for the HY Sale and Purchase Agreement has been arrived at after arm's length negotiation between the parties and with reference to the market value of the 1st PRC Property as stated in a valuation report prepared by an independent property valuer.
CompletionThe HY Completion took place on the same day of the date of the HY Sale and Purchase Agreement.
Upon the HY Completion, Hing Yip has ceased to be a subsidiary of SHK and has become an indirect wholly-owned subsidiary of Tian An.
THE SH SALE AND PURCHASE AGREEMENTA summary of the major terms of the SH Sale and Purchase Agreement is as follows:
Date of the SH Sale and Purchase Agreement6th May, 2016
Parties to the SH Sale and Purchase AgreementSHK
Boneast (as the vendor)
Shine Star (as the purchaser)
Sing Hing (as the subject company)
Pursuant to the SH Sale and Purchase Agreement, (i) Boneast agreed to sell and Shine Star agreed to purchase the entire issued share capital of Sing Hing; and (ii) SHK agreed to assign and Shine Star agreed to take as an assignment of the benefits of the SH Shareholder's Loan.
The principal asset of Sing Hing is the 2nd PRC Property.
Consideration and payment termsThe total consideration payable by Shine Star under the SH Sale and Purchase Agreement is RMB61,179,300 (equivalent to HK$73,093,548) which will be paid by the Purchaser to the Vendor by way of cheque(s) or cash remittance upon the SH Completion.
The total consideration of RMB61,179,300 (equivalent to HK$73,093,548) for the SH Sale and Purchase Agreement has been arrived at after arm's length negotiation between the parties and with reference to the market value of the 2nd PRC Property as stated in a valuation report prepared by an independent property valuer.
CompletionThe SH Completion took place on the same day of the date of the SH Sale and Purchase Agreement.
Upon the SH Completion, Sing Hing has ceased to be a subsidiary of SHK and has become an indirect wholly-owned subsidiary of Tian An.
INFORMATION ABOUT TIAN AN, SHK, SHINE STAR AND BONEAST Tian AnTian An is incorporated in Hong Kong with limited liability and the shares of which are listed on the Main Board and is owned as to approximately 48.66% by APL.
The principal business activity of Tian An is investment holding. The Tian An Group is engaged principally in the development of apartments, villas, office buildings and commercial properties, property investment and property management in the PRC.
SHKSHK is incorporated in Hong Kong with limited liability and the shares of which are listed on the Main Board and is a non wholly-owned subsidiary of APL.
The principal business activity of SHK is investment holding. The principal business activities of its major subsidiaries are structured finance, consumer finance, mortgage loans and principal investments.
Shine StarShine Star is incorporated in the British Virgin Islands with limited liability and is an indirect wholly-owned subsidiary of Tian An.
The principal business activity of Shine Star is investment holding.
BoneastBoneast is incorporated in the British Virgin Islands with limited liability and is a direct wholly- owned subsidiary of SHK.
The principal business activity of Boneast is investment holding.
Sun Hung Kai & Co. Limited published this content on 06 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 May 2016 10:16:03 UTC.
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