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3SBio Inc. Capital/Financing Update 2015

May 29, 2015

49981_rns_2015-05-29_3c1ef571-4b49-4445-9051-e6850572dbfd.pdf

Capital/Financing Update

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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.

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LIPPO LIMITED 力 寶 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 226)

HONGKONG CHINESE LIMITED 香 港 華 人 有 限 公 司 *

(Incorporated in Bermuda with limited liability) (Stock Code: 655)

JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

The respective boards of directors of Lippo and HKC announce that on the date of this announcement, PLH, a wholly-owned subsidiary of HKC:

  1. entered into the Loan Agreement with LAAPL Subsidiary, a subsidiary of LAAPL which is a principal joint venture of HKC, pursuant to which PLH would advance the Loan to LAAPL Subsidiary; and

  2. made the Equity Subscription in LAAPL in proportion to its existing interest in LAAPL for a consideration of S$23,426,145.00 (equivalent to approximately HK$134,607,000).

PLH is an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo.

As the applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Loan and the Equity Subscription, when aggregated, exceed 5% but less than 25%, such transactions constitute a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but are exempted from shareholders’ approval requirement under the Listing Rules.

PROVISION OF LOAN AND EQUITY SUBSCRIPTION

The respective boards of directors of Lippo and HKC announce that on the date of this announcement, PLH, a wholly-owned subsidiary of HKC:

  1. entered into the Loan Agreement with LAAPL Subsidiary, a subsidiary of LAAPL which is a principal joint venture of HKC, pursuant to which PLH would advance the Loan to LAAPL Subsidiary; and

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  1. subscribed for additional shares in LAAPL in proportion to its existing interest in LAAPL for a consideration of S$23,426,145.00 (equivalent to approximately HK$134,607,000).

PLH is an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo.

The Loan Agreement

Summarised below are the key terms of the Loan Agreement.

Date of Loan Agreement : 29th May, 2015
Lender : PLH
Borrower : LAAPL Subsidiary, a subsidiary of a principal joint venture of
HKC
Amount Advanced: S$53,920,839.43 (equivalent to approximately HK$309,829,000),
drawndown on the date of this announcement
Interest Rate: 9.5% per annum
Repayment Date: 19th October, 2015, unless mutually agreed to be extended by the
parties in writing
Security: None

Equity Subscription

On the date of this announcement, each of the shareholders of LAAPL subscribed for additional shares in LAAPL in proportion to their existing participating interest in LAAPL as reflected by their holdings in the respective classes of non-voting participating shares of LAAPL (the “Equity Subscription” ). The portion of consideration payable by PLH under the Equity Subscription is S$23,426,145.00 (equivalent to approximately HK$134,607,000). The parties have submitted their respective application letters for shares to LAAPL. The consideration for the Equity Subscription has been settled in cash on the date of this announcement.

Upon completion of the Equity Subscription, the shareholding percentage held by each shareholder of LAAPL in relevant classes of shares of LAAPL remains unchanged.

FUNDING OF THE LOAN AND THE EQUITY SUBSCRIPTION

The HKC Group will finance the Loan and the Equity Subscription from HKC Group’s internal resources.

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INFORMATION ON LAAPL AND LAAPL SUBSIDIARY

LAAPL is a company incorporated in the Cayman Islands and a principal joint venture of HKC. LAAPL Subsidiary is a company incorporated in the British Virgin Islands and is owned as to approximately 92.05% by LAAPL. The principal business activity of each of LAAPL and LAAPL Subsidiary is investment holding. LAAPL Group has an aggregate interest of approximately 68.02% in OUE Limited, the shares of which are listed on Singapore Exchange Securities Trading Limited.

Based on the unaudited management accounts of LAAPL made up to 31st December, 2014, the consolidated net asset value of LAAPL as at 31st December, 2014 was approximately HK$21,407 million, the net profits before and after taxation were approximately HK$1,593 million and approximately HK$1,240 million respectively. Based on the unaudited management accounts of LAAPL made up to 31st December, 2013, the net loss before and after taxation were approximately HK$372 million and approximately HK$365 million respectively.

To the best of the knowledge, information and belief of the Lippo Directors and the HKC Directors respectively, having made all reasonable enquiries, the other shareholder of LAAPL and the other shareholder of LAAPL Subsidiary (and their respective ultimate beneficial owners) are third parties independent of Lippo and HKC and their respective connected persons.

INFORMATION ON LIPPO, HKC AND PLH

The principal business activity of Lippo is investment holding. The principal activities of the subsidiaries, associates, joint ventures and joint operations of Lippo include investment holding, property investment, property development, hotel operation, food business, property management, project management, mineral exploration, extraction and processing, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.

The principal business activity of HKC is investment holding. The principal activities of the subsidiaries, associates and joint ventures of HKC include investment holding, property investment, property development, hotel operation, project management, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.

The principal business activity of PLH is investment holding. PLH is an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo.

REASONS FOR ENTERING INTO THE LOAN AGREEMENT AND THE EQUITY SUBSCRIPTION

LAAPL Group will directly and indirectly apply the proceeds of the Loan and the Equity Subscription to repay part of the indebtedness of the LAAPL Group and for working capital purposes. After considering the funding need of the LAAPL Group, the interest rate of the Loan, and in view of the other shareholder of LAAPL also having provided its proportionate share of financing to the LAAPL Group, the respective boards of Lippo and HKC consider the terms of the Loan and the Equity Subscription to be fair and reasonable and on normal commercial terms and in the interests of Lippo and HKC and their respective shareholders as a whole.

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LISTING RULES IMPLICATION

As the applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Loan and the Equity Subscription, when aggregated, exceed 5% but less than 25%, such transactions constitute a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but are exempted from shareholders’ approval requirement under the Listing Rules.

DEFINITIONS

  • “connected persons”

has the meaning ascribed to such term under the Listing Rules;

  • “Equity Subscription”

  • has the meaning as defined in the paragraph headed “Equity Subscription” under the section headed “Provision of Loan and Equity Subscription” of this announcement;

  • “HKC”

  • Hongkong Chinese Limited (香港華人有限公司*), a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange and an approximate 65.84% indirect subsidiary of Lippo;

  • “HKC Directors” the directors of HKC;

  • “HKC Group” HKC and its subsidiaries;

  • “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

  • “LAAPL”

  • Lippo ASM Asia Property Limited, a company incorporated in the Cayman Islands and a principal joint venture of HKC. Its issued share capital comprised of: (i) voting, non-participating class “A” shares of US$1.00 each; (ii) non-voting, participating class “B” shares of US$1.00 each; and (iii) non-voting, participating class “C” shares of US$1.00 each. The HKC Group is interested in 50% of all the class “A” shares in issue and 100% of all the class “B” shares in issue which entitled the HKC Group to 50% of the voting rights and approximately 94.26% of the profit sharing of LAAPL;

  • “LAAPL Group”

  • LAAPL and its subsidiaries (excluding OUE Limited and its subsidiaries);

  • “LAAPL Subsidiary”

  • Fortune Code Limited, a company incorporated in the British Virgin Islands with limited liability and a subsidiary of LAAPL which in turn is a principal joint venture of HKC;

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“Lippo” Lippo Limited 力寶有限公司, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange; “Lippo Directors” the directors of Lippo; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Loan” the loan advanced or to be advanced by PLH to LAAPL Subsidiary in the aggregate amount of approximately S$53,920,839.43 (equivalent to approximately HK$309,829,000) on and subject to the terms of the Loan Agreement; “Loan Agreement” the loan agreement entered into between PLH and LAAPL Subsidiary on 29th May, 2015; “PLH” Pacific Landmark Holdings Limited, an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “HK$” Hong Kong dollar, the lawful currency of Hong Kong; “S$” Singapore dollar, the lawful currency of the Republic of Singapore; and “%” per cent.

For the purpose of illustration only and unless otherwise stated, conversion of S$ into HK$ in this announcement is based on the exchange rate of S$1.00 to HK$5.746. Such conversion should not be construed as a representation that any amount has been, could have been, or may be, exchanged at this or any other rate.

By Order of the Board By Order of the Board LIPPO LIMITED HONGKONG CHINESE LIMITED Davy Lee Andrew Hau Secretary Secretary

Hong Kong, 29th May, 2015

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As at the date of this announcement, the board composition of each of Lippo and HKC is as follows:

Lippo

Executive Directors:

Dr. Stephen Riady (Chairman) Mr. John Luen Wai Lee ( Managing Director and Chief Executive Officer)

HKC

Executive Directors: Dr. Stephen Riady (Chairman) Mr. John Luen Wai Lee ( Chief Executive Officer) Mr. Kee Yee Kor

Non-executive Directors: Mr. Jark Pui Lee Mr. Leon Nim Leung Chan

Non-executive Director: Mr. Leon Nim Leung Chan

Independent Non-executive Directors: Mr. Edwin Neo Mr. Victor Ha Kuk Yung Mr. King Fai Tsui

Independent Non-executive Directors: Mr. Albert Saychuan Cheok Mr. Victor Ha Kuk Yung Mr. King Fai Tsui

* For identification purpose only

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