Esprit Holdings Limited — M&A Activity 2020

Nov 17, 2020

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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NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

VERY SUBSTANTIAL ACQUISITIONS LAND ACQUISITIONS AND RESUMPTION OF TRADING

THE LAND ACQUISITIONS

The Board is pleased to announce that on 13 November 2020, the Bidder, an indirect wholly-owned subsidiary of the Company, through listing-for-sale, successfully won the bidding in respect of:

• (i) the Land Use Rights of the Land (Nanning) at the bidding price of RMB859,766,250 (equivalent to approximately HK$997,328,850); and

• (ii) the Land Use Rights of the Land (Shantou) at the bidding price of RMB1,397,000,000 (equivalent to approximately HK$1,620,520,000).

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IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios in respect of each of the Land Acquisitions are more than 100%, each of the Land Acquisitions constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules. As the Group’s principal businesses include property development, the Company is regarded as a Qualified Issuer under Rule 14.04(10B) of the Listing Rules. Besides, each of the Land Acquisitions involves an acquisition of government land from a PRC Governmental Body through listing-for-sale governed by PRC law and therefore is regarded as a Qualified Property Acquisition under Rule 14.04(10C) of the Listing Rules. As such, each of the Land Acquisitions is subject to the reporting, announcement and circular requirements but exempt from the shareholders’ approval requirement pursuant to Rule 14.33A of the Listing Rules.

GENERAL

A circular containing, among other things, further details of the Land Acquisitions is expected to be despatched to the Shareholders on or before 8 December 2020.

INTRODUCTION

The Board is pleased to announce that on 13 November 2020, the Bidder, an indirect whollyowned subsidiary of the Company, through listing-for-sale, successfully won the bidding in respect of:

• (i) the Land Use Rights of the Land (Nanning) at the bidding price of RMB859,766,250 (equivalent to approximately HK$997,328,850).

Upon successful bidding of the Land Use Rights of the Land (Nanning), the Bidder executed the confirmation notice and transfer confirmation notice（宗地移交確認 書）with Nanning City Natural Resources Bureau, and the construction cooperation agreement（建設合作協議）with the government of Liangqing District. After that, the grant contract for the state-owned construction land use right（國有建設用地使用權出 讓合同）in relation to the Land Acquisition (Nanning) will be entered into with Nanning City Natural Resources Bureau within seven business days.

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• (ii) the Land Use Rights of the Land (Shantou) at the bidding price of RMB1,397,000,000 (equivalent to approximately HK$1,620,520,000).

Subject to the Bidder’s fulfillment of the requirements and conditions under the listingfor-sale documents and the qualification examination conducted by Shantou City Public Resources Trading Centre（汕頭市公共資源交易中心）which, upon satisfaction of the examination, will execute the confirmation notice with the Bidder. After that, the grant contract for the state-owned construction land use right（國有建設用地使用權出讓合 同）in relation to the Land Acquisition (Shantou) will be entered into with Shantou City Natural Resources Bureau within ten business days.

DETAILS OF THE LAND ACQUISITION (NANNING)

Date : 13 November 2020

• Parties : Nanning City Natural Resources Bureau as vendor.

The Bidder as the successful bidder and via itself or its nominees as the purchaser.

• Land

• : The Land (Nanning) is situated at the north side of Wu Xiang Da Road at Liangqing District, Nanning City, Guangxi Province, the PRC（中國廣西省南寧市良慶區五象 大道北側）, with a site area of approximately 40,941.25 sq. m., for residential use.

• Duration of the : 70 years Land Use Rights

• Consideration and : R M B859,766,250 ( e q u iva l e n t t o a p p r o x i m a t e l y payment terms HK$997,328,850), of which:–

  • (i) RMB116,680,000 as security deposit has been paid on 10 November 2020 which will form part of the consideration;

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• (ii) RMB313,203,125 being the 50% of the consideration less the security deposit shall be paid within 30 days of the signing of the grant contract for the state-owned construction land use right（國有建設用地使用權出讓 合同）in respect of the Land (Nanning); and

• (iii) RMB429,883,125 being the balance of the consideration shall be paid within 120 days of the signing of the grant contract for the state-owned construction land use right（國有建設用地使用權出讓 合同）in respect of the Land (Nanning).

Other terms and conditions

• : The Land Use Rights was delivered on 13 November 2020.

The construction work of the Land (Nanning) shall be commenced within 9 months after signing of the grant contract for the state-owned construction land use right （國有建設用地使用權出讓合同）in respect of the Land (Nanning). The placement housing（安置房）shall be completed within 24 months after commencement of construction, and the other construction work of the Land (Nanning) shall be completed within 36 months after commencement of construction.

The development of the Land (Nanning) and buildings constructed thereon shall comply with the relevant development plan and requirements set by Nanning City Natural Resources Bureau, including (without limitation) the floor area ratio more than 3.0 but not more than 4.0, building density more than 25% but not more than 35%, building height not more than 100 metres, and greening rate not less than 35%.

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As conditions of selling the Land Use Rights in respect of the Land (Nanning) as decided by Nanning City Natural Resources Bureau:

• (i) placement housing（安置房）with gross floor area not less than 66,000 sq. m. should be built on the Land (Nanning), after the completion of which the placement housing（安置房）will be repurchased by the government at RMB4,969 per sq. m.;

• (ii) a kindergarten with gross floor area not less than 4,004 sq. m. should be built on the Land (Nanning), after the completion of which the kindergarten shall be handed over to the relevant governmental department at nil consideration.

DETAILS OF THE LAND ACQUISITION (SHANTOU)

Date : 13 November 2020

Parties : Shantou City Natural Resources Bureau as vendor.

The Bidder as the successful bidder and via itself or its nominees as the purchaser.

Land : The Land (Shantou) is situated at Huang Cuo Wei Subdistrict, Zhu Gang New Town, Shantou City, Guangdong Province, the PRC（廣東省汕頭市珠港新城黃厝圍片 區）, with a site area of approximately 69,660.6 sq. m., for residential use.

Duration of the : 70 years Land Use Rights

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Consideration and payment terms

: RMB1,397,000,000 (equivalent to approximately HK$1,620,520,000), of which:–

• (iv) RMB277,400,000 as security deposit has been paid on 12 November 2020 which will form part of the consideration;

• (v) RMB421,100,000 being the 50% of the consideration less the security deposit shall be paid within 30 days of the signing of the grant contract for the state-owned construction land use right（國有建設用地使用權出讓 合同）in respect of the Land (Shantou); and

• (vi) RMB698,500,000 being the balance of the consideration shall be paid within 180 days of the signing of the grant contract for the state-owned construction land use right（國有建設用地使用權出讓 合同）in respect of the Land (Shantou).

Other terms and conditions

• : The Land Use Rights will be delivered within 180 days of the signing of the grant contract for the state-owned construction land use right（國有建設用地使用權出讓合 同）in respect of the Land (Shantou).

The construction work of the Land (Shantou) shall be commenced within 1 year after the delivery of the Land (Shantou), and shall be completed within 3 years after commencement of construction.

The development of the Land (Shantou) and buildings constructed thereon shall comply with the relevant development plan and requirements set by Shantou City Natural Resources Bureau, including (without limitation) the floor area ratio more than 2.0 but not more than 4.0, building density not more than 30%, building height not more than 150 metres, and greening rate not less than 35%.

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As conditions of selling the Land Use Rights in respect of the Land (Shantou) as decided by Shantou City Natural Resources Bureau, the Bidder shall sign an agreement with the relevant governmental department regarding facilities to be built, which should include a kindergarten, after the completion, the kindergarten and the facilities shall be handed over to the relevant governmental department at nil consideration.

BASIS FOR DETERMINING THE CONSIDERATION

(i) In respect of the Land (Nanning)

The consideration for the Land Acquisition (Nanning) is the winning bidding price of the listing-for-sale in respect of the Land Use Rights of the Land (Nanning) conducted in accordance with the relevant PRC laws and regulations at the auction hall of Nanning City Public Resources Trading Centre（南寧市公共資源交易中心拍賣大廳）on 13 November 2020.

The Group set the bidding price after taking into account, among other things (i) the initial bidding price for the Land Use Rights in respect of the Land (Nanning) of RMB583,414,000 set by Nanning City Natural Resources Bureau plus a premium as the Group’s first step into the property market of Nanning City which is expected to be averaged out by the future rapid development in Nanning City, (ii) the current property market conditions in Nanning City, Guangxi Province, the PRC that there is a strong potential demand of residential properties in the market due to steady growth of population in Nanning City, (iii) the strategic location and the development potential of the Land (Nanning) considering that it is easily accessible by transportation with relatively comprehensive public facilities surrounded, and (iv) the average recent selling price ranging from approximately RMB18,000 to RMB22,000 per sq.m. for the residential flats in the surrounding area of similar transport accessibility and public facilities. In view of the factors set out above, the Directors consider that consideration for the Land Use Rights in respect of the Land (Nanning) is fair and reasonable.

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(ii) In respect of the Land (Shantou)

The consideration for the Land Acquisition (Shantou) is the winning bidding price of the listing-for-sale in respect of the Land Use Rights of the Land (Shantou) conducted in accordance with the relevant PRC laws and regulations via the Shantou City land resources online trading system（汕頭市國土資源網上交易系統）on 13 November 2020.

The Group set the bidding price after taking into account, among other things (i) the initial bidding price for the Land Use Rights in respect of the Land (Shantou) of RMB1,387,000,000 set by Shantou City Natural Resources Bureau plus a premium as the Group’s first step into the property market of Shantou City which is expected to be averaged out by the future rapid development in Shantou City, (ii) the current property market conditions in Shantou City, Guangdong Province, the PRC that there is a strong potential demand of residential properties in the market due to steady growth of population in Shantou City, (iii) the strategic location and the development potential of the Land (Shantou) considering that it is easily accessible by transportation with relatively comprehensive public facilities surrounded, and (iv) the average floor area price ranging from approximately RMB4,200 to RMB7,200 per sq.m. for the land plots in the surrounding area auctioned recently which would be developed for residential use and are of similar transport accessibility and public facilities, compared to the average floor area price of the Land (Shantou) is approximately RMB5,500 per sq.m. which is within the range of, and is comparable to, the average floor area price for the land plots in the surrounding area auctioned recently. In view of the factors set out above, the Directors consider that consideration for the Land Use Rights in respect of the Land (Shantou) is fair and reasonable.

(iii) Payment of the consideration

The consideration of the Land Acquisitions will be funded by the internal resources of the Group and external borrowings.

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REASONS FOR AND BENEFITS OF THE LAND ACQUISITIONS

As disclosed in the Company’s annual report for the year ended 31 March 2020, the Group has established a foothold in the PRC’s property development business since November 2019. The Group intends to intensify efforts to strengthen this business sector by increasing its land bank both in terms of quality and quantity with the aim of developing the PRC’s property development as one of its major businesses. The Land Acquisitions have demonstrated the Group’s determination in entering and promoting its PRC’s property development business. The Directors consider that the Land Acquisitions are in line with the business development strategy and planning of the Group.

The Land (Nanning) is located in Nanning City, Guangxi Province, the PRC. As the capital city of Guangxi Province, Nanning City is the provincial centre of politics, economy, culture, technology, education, finance and exhibition. The Land (Nanning) is situated at Wu Xiang New District with proximity to the central business district and comprehensive facilities and infrastructures. The Land (Nanning) is easily accessible by transportation as it is adjacent to a subway station. It is believed that the surrounding areas of the Land (Nanning) is well-planned and is of great potential for development.

Similarly, the Land (Shantou) is located in Shantou City, Guangdong Province, the PRC, and is one of the special economic zones in the PRC. Shantou City is an important port city along the south-eastern coastline of the PRC and is a vital gateway of the Maritime Silk Road. The Land (Shantou) is situated at Zhu Gang New Town, which is positioned as a coastal leisure and business area in eastern Guangdong offering business, exhibition, cultural tourism and residential related services.

Accordingly, the Board is of the view that the Land Acquisitions are in the ordinary and usual course of business of the Company, the respective terms of the Land Acquisitions (including the consideration) are fair and reasonable, and the Land Acquisitions are in the interests of the Company and Shareholders as a whole.

INFORMATION ON THE GROUP AND THE BIDDER

The Group is principally engaged in the distribution of houseware products and audio products in the USA, holding and licensing of brands and trademarks, trading of household appliances in the PRC, provision of information technology services in the PRC, and property development in the PRC.

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The Bidder is an indirect wholly-owned subsidiary of the Company incorporated in the PRC with limited liability. As at the date hereof, it is principally engaged in property development in the PRC.

INFORMATION ON NANNING CITY NATURAL RESOURCES BUREAU AND SHANTOU CITY NATURAL RESOURCES BUREAU

Nanning City Natural Resources Bureau is a bureau established by the local government of Nanning City and a PRC Governmental Body within the meaning of Rule 19A.04 of the Listing Rules.

Shantou City Natural Resources Bureau is a bureau established by the local government of Shantou City and a PRC Governmental Body within the meaning of Rule 19A.04 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of Nanning City Natural Resources Bureau and Shantou City Natural Resources Bureau and their respective ultimate beneficial owners are Independent Third Parties.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios in respect of each of the Land Acquisitions are more than 100%, each of the Land Acquisitions constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules. As the Group’s principal businesses include property development, the Company is regarded as a Qualified Issuer under Rule 14.04(10B) of the Listing Rules. Besides, each of the Land Acquisitions involves an acquisition of government land from a PRC Governmental Body through listing-for-sale governed by PRC law and therefore is regarded as a Qualified Property Acquisition under Rule 14.04(10C) of the Listing Rules. As such, each of the Land Acquisitions is subject to the reporting, announcement and circular requirements but exempt from the shareholders’ approval requirement pursuant to Rule 14.33A of the Listing Rules.

GENERAL

A circular containing, among other things, further details of the Land Acquisition is expected to be despatched to the Shareholders on or before 8 December 2020.

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RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9:00 a.m. on 16 November 2020, pending the publication of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 1:00 p.m. on 17 November 2020.

DEFINITIONS

In this announcement, the following terms have the meanings set out below, unless the context requires otherwise:

“Bidder”	Guangzhou Ruihua Property Development Company
	Limited*（廣州市瑞華物業發展有限公司）, a company
	incorporated in the PRC with limited liability and an indirect
	wholly-owned subsidiary of the Company
“Board”	the Board of Directors
“Company”	Nimble Holdings Company Limited, a company incorporated
	in the Cayman Islands and continued in Bermuda with
	limited liability whose Shares are listed and traded on the
	Main Board of the Stock Exchange (Stock Code: 186)
“connected person(s)”	has the meaning as ascribed to this term under the Listing
	Rules
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC

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• “Independent Third Party(ies)”

• “Land (Nanning)”

• “Land (Shantou)”

• “Land Acquisition (Nanning)”

• “Land Acquisition (Shantou)”

• “Land Acquisitions”

• “Land Use Rights”

• “Listing Rules”

• “Nanning City Natural Resources Bureau”

• person(s) or company(ies) which is/are third party(ies) independent of the Company and its connected persons

• a parcel of land situated at the north side of Wu Xiang Da Road at Liangqing District, Nanning City, Guangxi Province, the PRC（中國廣西省南寧市良慶區五象大道北側）, with a site area of approximately 40,941.25 sq. m., for residential use

• a parcel of land situated at Huang Cuo Wei Sub-district, Zhu Gang New Town, Shantou City, Guangdong Province, the PRC（廣東省汕頭市珠港新城黃厝圍片區）, with a site area of approximately 69,660.6 sq. m., for residential use

• the acquisition of the Land Use Rights of the Land (Nanning) through winning the listing-for-sale by the Bidder

• the acquisition of the Land Use Rights of the Land (Shantou) through winning the listing-for-sale by the Bidder

• the Land Acquisition (Nanning) and the Land Acquisition (Shantou)

• state-owned construction land use rights（國有建設用地使 用權）of the Land (Nanning) or the Land (Shantou) (as the case may be)

• the Rules Governing the Listing of Securities on the Stock Exchange

• Nanning City Natural Resources Bureau*（南寧市自然資 源局）, a bureau established by the local government of Nanning City and a PRC Governmental Body within the meaning of Rule 19A.04 of the Listing Rules

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“percentage ratio(s)”	has the meaning as ascribed to this term under the Listing
	Rules
“PRC”	the People’s Republic of China, which for the purpose of
	this announcement excludes Hong Kong and the Macau
	Special Administrative Region of the PRC and Taiwan
“PRC Governmental Body”	has the meaning as ascribed to this term under Rule 19A.04
	of the Listing Rules
“Qualified Issuer”	has the meaning as ascribed to this term under Rule
	14.04(10B) of the Listing Rules
“Qualified Property	has the meaning as ascribed to this term under Rule
Acquisition”	14.04(10C) of the Listing Rules
“RMB”	Renminbi, the lawful currency of the PRC
“Shantou City Natural	Shantou City Natural Resources Bureau*（汕頭市自然資
Resources Bureau”	源局）, a bureau established by the local government of
	Shantou City and a PRC Governmental Body within the
	meaning of Rule 19A.04 of the Listing Rules
“Share(s)”	ordinary share(s) of HK$0.01 in the share capital of the
	Company
“Shareholder(s)”	holder of the Shares
“sq.m.”	square metre(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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the United States of America

“USA”

“%”

per cent.

Unless otherwise specified in this announcement and for illustrative purpose only, amounts in RMB have been translated into HK$ at the rate of RMB1.00 = HK$1.16.

By Order of the Board Nimble Holdings Company Limited Tan Bingzhao

Chairman and Executive Director

Hong Kong, 17 November 2020

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Tan Bingzhao and Mr. Deng Xiangping; and three independent non-executive Directors, namely, Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing.

• For identification purposes only

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