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3SBio Inc. — Capital/Financing Update 2005
May 23, 2005
49981_rns_2005-05-23_e56554bc-1aa0-4482-b36b-789adfe5d6e1.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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HONGKONG CHINESE LIMITED 香港華人有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock code: 655)
CONNECTED TRANSACTION
DISPOSAL OF HKCL INVESTMENTS PTE. LTD.
On 20th May, 2005, HKCL Investments entered into the Sale and Purchase Agreement with Auric Property, a wholly-owned subsidiary of Auric Pacific in which LCR is indirectly interested as to approximately 51.2 per cent., whereby HKCL Investments shall sell and Auric Property shall acquire the entire issued share capital of HKCL Pte and the related Shareholder’s Loan. HKCL Investments is a whollyowned subsidiary of HKC.
The Purchase Price for the Sale Shares and the Shareholder’s Loan, in aggregate, amounts to S$2,400,000 (equivalent to approximately HK$11,329,000) and was determined after arms’ length negotiations and based on normal commercial terms.
Since HKCL Investments is a wholly-owned subsidiary of HKC which in turn is beneficially owned as to approximately 72.26 per cent. by LCR, LCR is a substantial shareholder and a connected person of HKC. Also, since Auric Property is a wholly-owned subsidiary of Auric Pacific which is in turn an indirect subsidiary of LCR, each of Auric Property and Auric Pacific is an associate of LCR. Accordingly, Auric Property is a connected person of HKC, and therefore the entering into of the Sale and Purchase Agreement constitutes a connected transaction for HKC under Rule 14A.13 of the Listing Rules. Since the relevant percentage ratios for the Purchase Price exceed 0.1 per cent. but are less than 2.5 per cent., HKC is exempt from the independent shareholders’ approval requirements and only subject to the reporting and announcement requirements for connected transactions under Rule 14A.32 of the Listing Rules.
INTRODUCTION
On 20th May, 2005, HKCL Investments entered into the Sale and Purchase Agreement with Auric Property, a wholly-owned subsidiary of Auric Pacific in which LCR is indirectly interested as to approximately 51.2 per cent., whereby HKCL Investments shall sell and Auric Property shall acquire the entire issued share capital of HKCL Pte and the related Shareholder’s Loan. HKCL Investments is a wholly-owned subsidiary of HKC.
DETAILS OF THE SALE AND PURCHASE AGREEMENT Date: 20th May, 2005
Parties:
Vendor: HKCL Investments, being a wholly-owned subsidiary of HKC
Purchaser: Auric Property, being a wholly-owned subsidiary of Auric Pacific
LCR is interested in approximately 72.26 per cent. and 51.2 per cent. of the issued share capital of HKC and Auric Pacific, respectively. Lippo is interested in approximately 71.13 per cent. of the issued share capital of LCR.
Subject matter of the Sale and Purchase Agreement:
HKCL Investments shall sell and Auric Property shall purchase an aggregate of 1,000,000 Shares in the issued share capital of HKCL Pte, representing the entire issued share capital of HKCL Pte, and, by way of assignment, the related shareholder’s loan due from HKCL Pte to HKCL Investments in the aggregate amount of S$1,404,549.11 (equivalent to approximately HK$6,630,000). The Shareholder’s Loan is advanced by HKCL Investments to HKCL Pte on an interest free basis and repayable on demand, and no security or guarantee has been provided for the Shareholder’s Loan.
* For identification purpose only
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Completion Date:
It is anticipated that Completion shall take place on 17th June, 2005, or such other date as may be agreed by Auric Property and HKCL Investments. HKC will issue a further announcement if Completion does not take place on 17th June, 2005.
Purchase Price:
The Purchase Price for the Sale Shares and the Shareholder’s Loan amounts to, in aggregate, S$2,400,000 (equivalent to approximately HK$11,329,000) and shall be payable by Auric Property to HKCL Investments in cash on Completion. The Purchase Price was determined by reference to the unaudited net asset value of HKCL Pte and the outstanding amount of the Shareholder’s Loan as at 30th April, 2005. Since the entire issued share capital of HKCL Pte will be transferred to Auric Property at net asset value, no gain or loss will accrue to or will be incurred by HKC as a result of the disposal of HKCL Pte.
The Purchase Price was negotiated and determined on an arms’ length basis and normal commercial terms.
Other Terms:
The Sale and Purchase Agreement is subject to the satisfaction of the following conditions:
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(1) HKC and/or any of its holding company(ies) having complied with the requirements under the listing rules of the relevant stock exchanges on which the shares of HKC and/or any of its holding company(ies) are respectively listed;
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(2) Auric Pacific having obtained the approval of its shareholders for the acquisition of the Property by HKCL Pte under the Property Acquisition Agreement at an extraordinary general meeting of Auric Pacific; and
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(3) HKCL Investments having obtained the approval of HKC for the transactions envisaged by and the performance of the obligations by HKCL Investments pursuant to the Sale and Purchase Agreement.
Business activity of HKCL Pte:
HKCL Pte has entered into the Property Acquisition Agreement dated 18th February, 2005 with the Property Vendors (being the 30 proprietors of the Property who collectively own all of the apartment units and the common areas comprised in the Property, and who, to the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, are third parties independent of HKC and its connected persons) for acquiring the Property, being the whole of the development known as Newton Heights and located at 1 Newton Road, Singapore, for an aggregate consideration of S$43,620,000 (equivalent to approximately HK$205,899,000), details of which have been disclosed in joint announcements made by Lippo, LCR and HKC on 25th February, 2005 and 18th May, 2005, and a circular issued by HKC on 21st March, 2005. In accordance with the terms and conditions of the Property Acquisition Agreement, HKCL Pte has paid to the Property Vendors’ solicitors a deposit in the aggregate amount of S$2,181,000 (equivalent to approximately HK$10,295,000). Completion of the Property Acquisition Agreement has yet to take place, pending the issuance of an outline planning permission by the government in Singapore, and it is expected that such completion will not take place prior to 17th June, 2005. Since HKC is not acquiring the Property under the Sale and Purchase Agreement, it is considered that valuation of the Property is not required and therefore no valuation has been conducted by HKC on the Property.
Apart from entering into the Property Acquisition Agreement and attending to the matters incidental thereto, HKCL Pte has not carried out any other business since its incorporation on 26th November, 2003. As at 30th April, 2005, the unaudited net asset value and total assets of HKCL Pte and the Shareholder’s Loan amounted to S$995,451 (equivalent to approximately HK$4,699,000), S$2,400,000 (equivalent to approximately HK$11,329,000) and S$1,404,549.11 (equivalent to approximately HK$6,630,000), respectively. The total assets of HKCL Pte comprise the deposit paid by HKCL Pte under the Property Acquisition Agreement in the amount of approximately HK$10,295,000 and other assets (being prepayments and other receivables incidental to the acquisition of the Property) of HK$1,034,000. For the period from 26th November, 2003 (being the date of incorporation of HKCL Pte) to 31st December, 2004, HKCL Pte recorded an audited loss (before tax and after tax) of S$3,129 (equivalent to approximately HK$15,000).
LISTING RULES IMPLICATIONS
Since HKCL Investments is a wholly-owned subsidiary of HKC which in turn is beneficially owned as to approximately 72.26 per cent. by LCR, LCR is a substantial shareholder and a connected person of HKC. Also, since Auric Property is a wholly-owned subsidiary of Auric Pacific which in turn is an indirect subsidiary of LCR, each of Auric Property and Auric Pacific is an associate of LCR. Accordingly, Auric Property is a connected person of HKC, and therefore the entering into of the Sale and Purchase Agreement constitutes a connected transaction for HKC under Rule 14A.13 of the Listing Rules. Since the relevant percentage ratios for the Purchase Price exceed 0.1 per cent. but are less than 2.5 per cent., HKC is exempt from the independent shareholders’ approval requirements and only subject to the reporting and announcement requirements for connected transactions under Rule 14A.32 of the Listing Rules.
REASONS FOR THE TRANSFER OF HKCL PTE
HKC intends to streamline the management and administration of its property investments by gradually reducing its property development projects on hand. In view of this, HKC considers that it is commercially beneficial to transfer to Auric Pacific its interests in HKCL Pte which shall acquire the title to the Property pursuant to the Property Acquisition Agreement and which currently intends to redevelop the Property into new residential
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units for rental or sale purposes, although no concrete plans have been made in this regard. The proceeds from the transfer of the entire issued share capital of HKCL Pte are intended to be used as general working capital of HKC only and are not intended for any other use.
The Directors, including the independent non-executive Directors, believe that the terms of the Sale and Purchase Agreement are fair and reasonable and in the interests of the shareholders of HKC as a whole. The Purchase Price will be funded from internal resources of the Auric Pacific Group.
INFORMATION ON HKC AND AURIC PACIFIC AND THEIR RESPECTIVE SUBSIDIARIES
The principal business activity of HKC is investment holding. Its subsidiaries (including HKCL Investments and HKCL Pte) are principally engaged in investment holding, property investment and development, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.
The principal business activity of Auric Pacific is investment holding. The principal business activities of its subsidiaries are food manufacturing, wholesale distribution of food and allied fast-moving consumer goods and investment holding.
The principal business activities of Auric Property are investment holding and property investment.
DEFINITIONS
In this announcement, the following terms and expressions (unless the context otherwise requires) shall have the following meanings:
| the following meanings: | |
|---|---|
| “Auric Pacific” | Auric Pacific Group Limited, a company incorporated in Singapore with |
| limited liability whose shares are listed on the Singapore Exchange | |
| Securities Trading Limited and in which LCR is indirectly interested as to | |
| approximately 51.2 per cent. | |
| “Auric Pacific Group” | Auric Pacific and its subsidiaries |
| “Auric Property” | Auric Property Pte. Ltd., a company incorporated in Singapore with limited |
| liability and a wholly-owned subsidiary of Auric Pacific | |
| “Completion” | the completion of the Sale and Purchase Agreement |
| “connected person” | shall have the meaning set out in Rule 14A.11 of the Listing Rules |
| “Director(s)” | the director(s) of HKC |
| “HKC” | Hongkong Chinese Limited (香港華人有限公司*), a company |
| incorporated in Bermuda with limited liability, the shares of which are | |
| listed on the Stock Exchange and whose shares are owned as to | |
| approximately 72.26 per cent. by LCR | |
| “HKCL Investments” | HKCL Investments Limited, a company incorporated in the British Virgin |
| Islands with limited liability and a wholly-owned subsidiary of HKC | |
| “HKCL Pte” | HKCL Investments Pte. Ltd., a company incorporated in Singapore with |
| limited liability on 26th November, 2003 and a wholly-owned subsidiary | |
| of HKCL Investments | |
| “HK$” | Hong Kong dollar, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of |
| China | |
| “LCR” | Lippo China Resources Limited力寶華潤有限公司, a company |
| incorporated in Hong Kong with limited liability whose shares are listed | |
| on the Stock Exchange | |
| “Lippo” | Lippo Limited力寶有限公司, a company incorporated in Hong Kong |
| with limited liability whose shares are listed on the Stock Exchange | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “percentage ratios” | shall have the meaning set out in Rule 14.04 of the Listing Rules |
| “Property” | the whole of the development known as Newton Heights and located at 1 |
| Newton Road, Singapore | |
| “Property Acquisition Agreement” | the conditional terms of sale between HKCL Pte and the Property Vendors |
| dated 18th February, 2005 in relation to the acquisition of the Property, | |
| details of which have been disclosed in joint announcements made by | |
| Lippo, LCR and HKC on 25th February, 2005 and 18th May, 2005 and a | |
| circular issued by HKC on 21st March, 2005 | |
| “Property Vendors” | the 30 proprietors of the Property who collectively own all of the apartment |
| units and the common areas comprised in the Property | |
| “Purchase Price” | the aggregate amount of the consideration payable by Auric Property to |
| HKCL Investments for the Sale Shares and the Shareholder’s Loan under | |
| the Sale and Purchase Agreement, being S$2,400,000 (equivalent to | |
| approximately HK$11,329,000) |
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“Sale and Purchase Agreement” the conditional sale and purchase agreement between HKCL Investments as vendor and Auric Property as purchaser in relation to the sale and purchase of the Sale Shares and the assignment of the related Shareholder’s Loan dated 20th May, 2005 “Sale Shares” an aggregate of 1,000,000 Shares, representing the entire issued share capital of HKCL Pte “Shares” ordinary shares of S$1.00 each in the issued share capital of HKCL Pte, and a “Share” shall be construed accordingly “Shareholder’s Loan” the shareholder’s loan in the aggregate amount of S$1,404,549.11 (equivalent to approximately HK$6,630,000) owing by HKCL Pte to HKCL Investments “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder” shall have the meaning set out in Rule 1.01 of the Listing Rules “S$” Singapore dollar, the lawful currency of Singapore
For use in this announcement and for illustration purposes only, conversion of Singapore dollar into Hong Kong dollar is based on the approximate exchange rate of S$1 to HK$4.7203 as at 18th May, 2005. No representation is made that any amount in Hong Kong dollar and Singapore dollar could be converted at such rate.
By Order of the Board Hongkong Chinese Limited Andrew Hau Secretary
Hong Kong, 20th May, 2005
As at the date of this announcement, the board of Directors of HKC comprises nine directors, of which Dr. Mochtar Riady and Mr. Leon Nim Leung Chan are non-executive Directors, Messrs. Stephen Riady, John Luen Wai Lee, Jesse Nai Chau Leung and Kee Yee Kor are executive Directors and Messrs. Albert Saychuan Cheok, Victor Ha Kuk Yung and King Fai Tsui are independent non-executive Directors.
“Please also refer to the published version of this announcement in The Standard.”
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