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Guangzhou R&F Properties Co., Ltd. — M&A Activity 2017
Jul 20, 2017
50773_rns_2017-07-19_15cbbcac-5f72-4e7e-907e-de76acd12eab.pdf
M&A Activity
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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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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2777)
MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF HOTEL ASSETS
THE ACQUISITION
On 19 July 2017 (after trading hours), the Company as the buyer, and Dalian Wanda as the seller entered into the Agreement, pursuant to which the Company conditionally agreed to acquire, and Dalian Wanda conditionally agreed to dispose of, the interest in 76 city hotels and a 70% interest in Yantai Wanda at the consideration of approximately RMB19,906,390,000.
IMPLICATIONS UNDER THE LISTING RULES
As one or more applicable percentage ratios under the Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 25% and all of the applicable percentage ratios are less than 100%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
An extraordinary general meeting will be convened and held for the Shareholders to approve the Agreement and the transactions contemplated thereunder. To the best knowledge, information and belief of the Directors, after making all reasonable enquiries, no Shareholder or any of its associate has any material interest in the Agreement and the transaction contemplated thereunder and is required to abstain from voting.
1
DESPATCH OF THE CIRCULAR
A circular containing, amongst other things, further details about the Acquisition, the Hotel Assets, any other information required to be disclosed under the Listing Rules and a notice of the extraordinary general meeting, will be despatched by the Company to the Shareholders. As it is expected that additional time will be required to prepare the relevant information to be included in the circular, the Company expects that the circular will be despatched to the Shareholders on or before 31 October 2017.
Shareholders and potential investors should note that the Acquisition and the transactions contemplated thereunder are subject to satisfaction of certain conditions under the Agreement and the Acquisition may or may not proceed. All information relating to Dalian Wanda, including information relating to its business and its financial information, as disclosed in this announcement has been provided by Dalian Wanda and has not been independently verified by the Company and is therefore subject to change. Shareholders and potential investors are therefore reminded to exercise caution when dealings in the Shares and any other securities of the Company.
THE ACQUISITION
On 19 July 2017 (after trading hours), the Company as the buyer and Dalian Wanda as the seller entered into the Agreement.
To the best knowledge, information and belief of the Directors, after making all reasonable enquiries, Dalian Wanda and its ultimate beneficial owners are independent of the Company and connected persons of the Company.
The principal terms of the Agreement are as follows:
Subject
The Company conditionally agreed to acquire, and Dalian Wanda conditionally agreed to dispose of, (1) the interest in 76 city hotels (i.e. the hotels numbered 1 to 76 in the section headed “INFORMATION ON THE HOTEL ASSETS” below); and (2) a 70% interest in Yantai Wanda which operates the city hotel numbered 77 in the section headed “INFORMATION ON THE HOTEL ASSETS” below (collectively the “ Hotel Assets ”) by the transfer of the interests in the Holding Companies.
Further information of the 77 city hotels is set out in the section headed “INFORMATION ON THE HOTEL ASSETS” below.
2
Consideration
The total consideration for the Acquisition is approximately RMB19,906,390,000 (the “ Consideration ”) (subject to downward adjustment). The Consideration is determined after arm’s length negotiations between the parties with reference to the net asset value of the Hotel Assets (estimated by Dalian Wanda). The Consideration will be satisfied by the internal resources of the Company. The Directors consider that the Consideration is fair and reasonable.
Payment
The Consideration (subject to downward adjustment) shall be payable by the Company to Dalian Wanda in the following manner:
-
A refundable deposit of RMB2,000,000,000 (the “ Deposit ”) will be payable by the Company to Dalian Wanda within two (2) business days after signing of the Agreement;
-
Within three months after Dalian Wanda having received the Deposit, Dalian Wanda shall complete the transfer of the interest in each of the 77 city hotels until the ownership certificates of the 77 city hotels (including the immovable property right certificates for the 75 opened city hotels and the land use certificates or the immovable property right certificates for the two unopened hotels) have been transferred to the respective holding companies (the “ Holding Companies ”) (the “ Restructuring ”). If some of the Hotel Assets cannot be transferred within such period, both parties agree to reduce the Consideration by the consideration attributable to such Hotel Assets according to the terms of the Agreement;
-
Upon completion of the Restructuring and on the last day of the third month after the signing of the Agreement, the Company will settle RMB10,000,000,000 (the “ First Instalment ”). The Deposit will be counted as part of the Consideration and the Company will then settle an additional amount of RMB8,000,000,000;
-
While the Company is settling the First Instalment, both parties shall obtain the relevant registration and necessary approval, including but not limited to the registration for the transfer, all the documents for the completion of the Acquisition, change of legal representatives, directors, supervisors, general managers, financial controllers and amendment of the articles of associations of the Holding Companies;
-
The Company will settle the balance of RMB9,906,390,000 on or before 31 January 2018.
Adjustment
- The remaining 30% interest of Yantai Wanda is held by a holding company owned by Yantai Riying. Yantai Riying has a right of first refusal in respect of the proposed disposal of the 70% interest in Yantai Wanda by Dalian Wanda to the Company.
3
If Yantai Riying exercises its right of first refusal,
-
(a) the parties agreed that the 70% interest in Yantai Wanda will be excluded from the Hotel Assets and the consideration for the 70% interest in Yantai Wanda in the amount of RMB250 million will be deducted from the Consideration; or
-
(b) if the Company has settled the consideration for the 70% interest in Yantai Wanda, Dalian Wanda shall return the amount of RMB250 million to the Company within 15 days from the date of the exercise of right of first refusal by Yantai Wanda.
-
The parties agree that if Dalian Wanda expects some of the Hotel Assets cannot be disposed according to the terms of the Agreement, Dalian Wanda undertakes that all the assets will be transferred to the Company and the Company shall obtain all rights and interests of the Hotel Assets on time.
-
The parties agree that if the Company fails to pay any instalments of the Consideration within ten (10) business days, the Company will be deemed to waive the acquisition of the unpaid Hotel Assets voluntarily and Dalian Wanda has a right to dispose the remaining Hotel Assets immediately. If the entire interest of the unpaid Hotel Assets have been transferred to the Company, the Company shall transfer the entire interest of certain city hotels and their respective holding companies to Dalian Wanda according to the terms of the Agreement.
Condition(s)
The Acquisition is conditional upon the approval of the Shareholders of the Company in accordance with the requirements of the Listing Rules.
POST-COMPLETION OPERATION AND MANAGEMENT
Each of the 77 city hotels comprised in the Hotel Assets shall continue to be subject to the management contract signed with the hotel management company until the expiry of the management contract. Dalian Wanda shall undertake that the management fee standards applicable to the 54 city hotels managed by its hotel management companies will not exceed the management fee standards charging by the management company of Hyatt Regency Jinan ( 濟南萬達凱悅酒店 ) and the management contracts will not exceed 19 years. Dalian Wanda shall coordinate with its hotel management companies to confirm the management fees and management contracts period. The Company shall give priority to the hotel management companies of Dalian Wanda for the renewal of their management contracts in the six (6) months before their expiry.
INFORMATION ON THE HOTEL ASSETS
The 77 city hotels comprised in the Hotel Assets have total gross floor area of approximately 3.286 million sq.m. with 23,202 rooms in total. The net asset value of the 77 city hotels as of 31 December 2017 is expected to be no less than RMB33,176,320,000, including the estimated costs of the two unopened hotels.
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The following table sets out certain information on the Hotel Assets:
| Gross Floor | |||||
|---|---|---|---|---|---|
| Areas (Ten | Number of | ||||
| No. | Name | Opening Date | thousand sq.m.) | **Rooms ** | Location |
| 1. | Ningbo Wanda Soflitel Hotel | 2008/12/18 | 4.07 | 291 | 899 Siming Middle Road, |
| Yinzhou District, Ningbo, | |||||
| Zhejiang | |||||
| 2. | Beijing Wanda Realm Hotel | 2009/1/1 | 4.34 | 312 | Building 1, 18-A |
| Shijingshan Road, | |||||
| Shijingshan District, | |||||
| Beijing | |||||
| 3. | Qingdao Wanda Le | 2009/11/27 | 5.11 | 349 | 112 Yanji Road, |
| Meridien Hotel | Qingdao, Shandong | ||||
| 4. | Chongqing Wanda Le | 2009/12/11 | 4.37 | 320 | 10 Jiangnan Avenue, Nan’an |
| Meridien Hotel | District, Chongqing | ||||
| 5. | Wuxi Wanda Sheraton Hotel | 2010/9/17 | 4.67 | 350 | 49 Liangxi Road, Binhu District, |
| Wuxi, Jiangsu | |||||
| 6. | Xiangyang Wanda Crowne | 2010/11/26 | 4.30 | 303 | 11 Changhong North Road, |
| Plaza Hotel | Xiangyang, Hubei | ||||
| 7. | Yichang Wanda Crowne | 2010/11/27 | 3.91 | 283 | 169S Yanjiang Avenue, |
| Plaza Hotel | Wujiagang District, Yichang, | ||||
| Hubei | |||||
| 8. | Fuzhou Wanda Westin Hotel | 2010/12/22 | 4.93 | 310 | 366 Jiangbin Middle Avenue, |
| Taijiang District, Fuzhou, Fujian | |||||
| 9. | Hefei Wanda Westin Hotel | 2010/12/23 | 4.85 | 313 | 150 Ma’anshan Road, Baohe |
| District, Hefei, Anhui | |||||
| 10. | Sanya Wanda Doubletree | 2010/12/28 | 5.72 | 475 | Haitang North Road, |
| by Hilton | Haitang Bay, Sanya, Hainan | ||||
| 11. | Wuhan Wanda Westin Hotel | 2011/7/30 | 5.04 | 305 | 96 Linjiang Avenue, Wuchang |
| District, Wuhan, Hubei | |||||
| 12. | Zhenjiang Wanda Sheraton | 2011/8/12 | 4.33 | 289 | 88 Beifu Road, Runzhou |
| Hotel | District, Zhenjiang, Jiangsu | ||||
| 13. | Xi’an Wanda Hilton Hotel | 2011/8/24 | 4.34 | 311 | 199 Dongxin Street, Xincheng |
| District, Xi’an, Shanxi | |||||
| 14. | Guangzhou Wanda | 2011/8/31 | 4.60 | 311 | 515-517 Yuncheng East Road, |
| Hilton Hotel | Baiyun District, Guangzhou |
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| Gross Floor | |||||
|---|---|---|---|---|---|
| Areas (Ten | Number of | ||||
| No. | Name | Opening Date | thousand sq.m.) | **Rooms ** | Location |
| 15. | Shijiazhuang Wanda | 2011/9/23 | 4.38 | 294 | 119 Huai’an East Road, Yuhua |
| InterContinental Hotel | District, Shijiazhuang, Hebei | ||||
| 16. | Jinan Wanda Hyatt Hotel | 2011/9/28 | 5.30 | 344 | 187 Jingsi Road, Shizhong |
| District, Jinan | |||||
| 17. | Langfang Wanda Realm Hotel | 2011/11/11 | 4.19 | 295 | Tower A, Wanda Plaza, 50 |
| Xinhua Road, Guangyang | |||||
| District, Langfang, Hebei | |||||
| 18. | Nanjing Wanda Hilton Hotel | 2011/11/16 | 4.89 | 357 | 100 Jiangdong Middle Road, |
| Jianye District, Nanjing, Jiangsu | |||||
| 19. | Daqing Wanda Sheraton Hotel | 2011/11/25 | 4.30 | 290 | 2 Jing’er Street, Dongfeng New |
| Village, Sartu District, Daqing, | |||||
| Heilongjiang | |||||
| 20. | Taizhou Wanda Realm Hotel | 2011/12/9 | 3.87 | 253 | 222 Jichuan East Road, Hailing |
| District, Taizhou, Jiangsu | |||||
| 21. | Changzhou Wanda Sheraton | 2011/12/10 | 3.15 | 250 | 88-1 Tongjiang Middle Road, |
| Hotel | Xinbei District, Changzhou, | ||||
| Jiangsu | |||||
| 22. | Tangshan Wanda | 2011/12/23 | 4.75 | 287 | 11 Wenhua Road, Lunan |
| InterContinental Hotel | District, Tangshan, Hebei | ||||
| 23. | Dalian Wanda Conrad Hotel | 2012/2/25 | 9.98 | 210 | 1 Gangpu Road, Zhongshan |
| District, Dalian, Liaoning | |||||
| 24. | Dalian Wanda Hilton Hotel | 2012/2/25 | 0.00 | 371 | 1 Gangpu Road, Zhongshan |
| District, Dalian, Liaoning | |||||
| 25. | Taiyuan Wanda Vista Hotel | 2012/8/3 | 5.24 | 359 | 169 Jiefang Road, Taiyuan, |
| Shanxi | |||||
| 26. | Ningde Wanda Realm Hotel | 2012/8/11 | 4.08 | 291 | 1 Tianhu East Road, Jiaocheng |
| District, Ningde, Fujian | |||||
| 27. | Quanzhou Wanda Vista Hotel | 2012/9/29 | 4.78 | 322 | 719, Baozhou Road, Fengze |
| District, Quanzhou, Fujian | |||||
| 28. | Changsha Wanda Vista Hotel | 2012/10/19 | 6.58 | 425 | 308 Xiangjiang Middle Road, |
| Kaifu District, Changsha, Hunan | |||||
| 29. | Zhangzhou Wanda Realm | 2012/10/26 | 4.38 | 298 | 2 Jianyuan East Road, Longwen |
| Hotel | District, Zhangzhou, Fujian |
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| Gross Floor | |||||
|---|---|---|---|---|---|
| Areas (Ten | Number of | ||||
| No. | Name | Opening Date | thousand sq.m.) | **Rooms ** | Location |
| 30. | Huai’an Wanda Realm Hotel | 2012/11/29 | 4.46 | 230 | 153 Xiangyu Middle Road, |
| Huai’an, Jiangsu | |||||
| 31. | Yixing Wanda Le Meridien | 2013/5/31 | 4.21 | 280 | 455 Yangxian East Road, |
| Hotel | Yixing, Jiangsu | ||||
| 32. | Wanzhou Wanda Doubletree | 2013/7/5 | 3.74 | 257 | 1001 Beibin Avenue, Wanzhou |
| Hotel | District, Chongqing | ||||
| 33. | Shenyang Wanda Vista Hotel | 2013/7/27 | 5.17 | 300 | 17-5 Yingpan West Street, |
| Dongling District, Shenyang | |||||
| 34. | Fushun Wanda Realm Hotel | 2013/8/23 | 3.95 | 280 | 56-11 Hunhe South Road, Xinfu |
| District, Fushun, Liaoning | |||||
| 35. | Tianjin Wanda Vista Hotel | 2013/8/30 | 4.83 | 297 | 486 Dazhigu Bahao Road, |
| Hedong District, Tianjin | |||||
| 36. | Wuhan Wanda Realm Hotel | 2013/9/1 | 4.72 | 408 | 105 Donghu Road, Shuiguohu |
| Street, Wuchang District, Wuhan | |||||
| 37. | Harbin Wanda Realm Hotel | 2013/9/12 | 4.79 | 345 | 158 Zhongxing Avenue, |
| Nangang District, Harbin | |||||
| 38. | Nanchang Wanda Realm Hotel | 2013/12/13 | 4.15 | 300 | 1000-Middle Fenghuang Middle |
| Avenue, Honggutan New | |||||
| District, Nanchang, Jiangxi | |||||
| 39. | Yinchuan Wanda Realm Hotel | 2013/12/18 | 4.63 | 305 | 9 Qinshui North Street, Jinfeng |
| District, Yinchuan, Ningxia | |||||
| 40. | Dandong Wanda Realm Hotel | 2013/12/20 | 4.85 | 302 | 300 Jinshan Street, Zhenxing |
| District, Dandong, Liaoning | |||||
| 41. | Nanjing Wanda Realm Hotel | 2013/12/21 | 4.16 | 303 | 59 Zhushan Road, Jiangning |
| District, Nanjing, Jiangsu | |||||
| 42. | Guangzhou Zengcheng | 2014/5/16 | 3.62 | 279 | Block 10, 69 Licheng Zengcheng |
| Wanda Realm Hotel | Avenue, Zengcheng District, | ||||
| Guangzhou | |||||
| 43. | Weifang Wanda Pullman Hotel | 2014/5/23 | 3.68 | 284 | Building 1, 6636 Fushou East |
| Street, Weifang, Shandong | |||||
| 44. | Chifeng Wanda Realm Hotel | 2014/6/20 | 4.74 | 350 | 12 Xilamulun Street, Hongshan |
| District, Chifeng, Inner | |||||
| Mongolia |
7
| Gross Floor | |||||
|---|---|---|---|---|---|
| Areas (Ten | Number of | ||||
| No. | Name | Opening Date | thousand sq.m.) | **Rooms ** | Location |
| 45. | Jining Wanda Realm Hotel | 2014/7/5 | 3.65 | 279 | 59 Taibai East Road, Jining, |
| Shandong | |||||
| 46. | Jinhua Wanda Realm Hotel | 2014/7/25 | 4.28 | 330 | 799 Dongshi South Street, |
| Jindong District, Jinhua, | |||||
| Zhejiang | |||||
| 47. | Changzhou Wujin Wanda | 2014/8/8 | 3.42 | 250 | 299 Huayuan Street, Wujin |
| Realm Hotel | District, Changzhou, Jiangsu | ||||
| 48. | Dongguan Dongcheng Wanda | 2014/9/12 | 4.41 | 306 | Block 5, 208 Dongzong Avenue, |
| Vista Hotel | Dongcheng District, Dongguan | ||||
| 49. | Ma’anshan Wanda Realm Hotel | 2014/9/19 | 3.61 | 286 | 3200 Taibai Avenue, Yushan |
| District, Ma’anshan, Anhui | |||||
| 50. | Jingzhou Wanda Realm Hotel | 2014/9/20 | 3.70 | 283 | 518 Beijing West Road, |
| Jingzhou District, Jingzhou, | |||||
| Hubei | |||||
| 51. | Lanzhou Wanda Vista Hotel | 2014/10/24 | 4.14 | 307 | 52 Tianshui North Road, |
| Chengguan District, Lanzhou, | |||||
| Gansu | |||||
| 52. | Kunming Wanda Vista Hotel | 2014/10/31 | 4.47 | 302 | 888 Qianxing Road, Xishan |
| District, Kunming, Yunnan | |||||
| 53. | Longyan Wanda Realm Hotel | 2014/11/7 | 3.85 | 306 | Building B2, Wanda Plaza, |
| 1 Shuanglong Road, Xinluo | |||||
| District, Longyan, Fujian | |||||
| 54. | Jiangmen Wanda Realm Hotel | 2014/11/28 | 4.14 | 360 | Block 3, Wanda Plaza, Fazhan |
| Avenue, Pengjiang District, | |||||
| Jiangmen, Guangdong | |||||
| 55. | Wuhu Wanda Realm Hotel | 2014/12/6 | 3.68 | 281 | 69 Beijing Middle Road, Jinghu |
| District, Wuhu, Anhui | |||||
| 56. | Bengbu Wanda Realm Hotel | 2014/12/12 | 3.42 | 286 | 4189 Donghai Avenue, |
| Bengshan District, Bengbu, | |||||
| Anhui | |||||
| 57. | Nanning Wanda Vista Hotel | 2014/12/18 | 4.98 | 332 | West Block 5 & 8, Qingxiu |
| Wanda Plaza, 118 Dongge Road, | |||||
| Nanning, Guangxi |
8
| Gross Floor | |||||
|---|---|---|---|---|---|
| Areas (Ten | Number of | ||||
| No. | Name | Opening Date | thousand sq.m.) | **Rooms ** | Location |
| 58. | Guangyuan Wanda Realm Hotel | 2015/6/5 | 3.43 | 286 | 108 Wanyuan Road, Wanyuan |
| New District, Lizhou District, | |||||
| Guangyuan, Sichuan | |||||
| 59. | Neijiang Wanda Realm Hotel | 2015/6/26 | 3.27 | 262 | 888 Qixia Road, Dongxing |
| District, Neijiang, Sichuan | |||||
| 60. | Huangshi Wanda Realm Hotel | 2015/7/3 | 3.25 | 263 | 30 Huahu Avenue, |
| Huangshigang District, | |||||
| Huangshi, Hubei | |||||
| 61. | Anyang Wanda Realm Hotel | 2015/7/25 | 3.38 | 289 | 29 Zhonghua Road, Wenfeng |
| District, Anyang, Henan | |||||
| 62. | Dongying Wanda Realm Hotel | 2015/8/15 | 3.79 | 285 | 730 Beiyi Road, Dongying |
| District, Dongying, Shandong | |||||
| 63. | Tai’an Wanda Realm Hotel | 2015/8/21 | 4.32 | 283 | Block 2, Wanda Plaza, 566 |
| Taishan Street, Tai’an, Shandong | |||||
| 64. | Fuyang Wanda Realm Hotel | 2015/8/29 | 3.64 | 286 | 299 Yingzhou South Road, |
| Yingzhou District, Fuyang, | |||||
| Anhui | |||||
| 65. | Liuzhou Wanda Realm Hotel | 2015/11/27 | 3.76 | 285 | 256 Donghuan Avenue, |
| Chengzhong District, Liuzhou, | |||||
| Guangxi | |||||
| 66. | Hohhot Wanda Vista Hotel | 2015/11/29 | 4.29 | 315 | 26 Xinhua East Street, Hohhot, |
| Inner Mongolia | |||||
| 67. | Zhengzhou Wanda Vista Hotel | 2016/3/25 | 4.76 | 292 | 16 Nongke Road, Jinshui |
| District, Zhengzhou, Henan | |||||
| 68. | Siping Wanda Realm Hotel | 2016/7/1 | 3.22 | 246 | 1515 Ziqi Avenue, Tiedong |
| District, Siping, Jilin | |||||
| 69. | Xining Wanda Realm Hotel | 2016/7/29 | 4.26 | 310 | Building 1, 76 Xichuan South |
| Road, Chengxi District, Xining, | |||||
| Qinghai | |||||
| 70. | Bozhou Wanda Realm Hotel | 2016/8/12 | 3.23 | 244 | 1088 Xiyi Avenue, Qiaocheng |
| District, Bozhou, Anhui | |||||
| 71. | Urumqi Wanda Vista Hotel | 2016/8/12 | 4.75 | 291 | 777 Xuanwuhu Road, Economic |
| and Technological Development | |||||
| District, Urumqi, Xinjiang |
9
Gross Floor
| No. Name Opening Date Areas (Ten thousand sq.m.) 72. Yiwu Wanda Realm Hotel 2016/9/16 3.79 73. Shangrao Wanda Realm Hotel 2016/11/25 3.58 74. Nanning Wanda Realm Resort 2017/6/17 3.82 75. Qiqihar Wanda Realm Hotel 2018/6/30 3.71 76. Changchun Wanda Vista Hotel 2019/12/20 4.06 77. Yantai Wanda Vista Hotel 2014/11/21 4.42 Total 328.63 |
Number of Rooms Location 288 1 Xinke Road, Choujiang Subdistrict, Avenue Yiwu, Zhejiang 280 8 Guangxin Avenue, Xinzhou District, Shangrao, Jiangxi 224 No.6 Liangdi Road, Wuxiang New District, Nanning, Guangxi 312 1 Xinjiang Road, Jianhua District, Qiqihar, Heilongjiang 257 Sales Office, Wanda Wenhua Gongguan, Hongqi Street, Changchun, Jilin 308 139 Shengli Road, Zhifu District, Yantai, Shandong 23,202 |
|---|---|
Note: The above details may be subject to adjustment due to due diligence and are conditional on the final approval from the relevant PRC government authorities.
Further information with respect to the Hotel Assets will be disclosed in the circular on the Acquisition to be despatched to the shareholders of the Company in compliance with the Listing Rules.
INFORMATION ON THE GROUP AND PARTIES TO THE AGREEMENT
The Group is principally engaged in the development and sale of properties, property investment, hotel operations and other property development related services in the PRC.
Dalian Wanda is a company established in the PRC with limited liability which is principally engaged in property development and sales as well as the investment in and management of commercial services facilities.
REASONS FOR AND BENEFITS OF THE ACQUISITION
Dalian Wanda is a reputable commercial properties company, holding and operating a large number of commercial properties and cultural and tourism projects nationwide, with excellent brand influence. Dalian Wanda has a commercial planning research institute, a hotel design research institute and a nationwide commercial properties construction and management team, forming a whole chain of commercial properties and core competitive advantage.
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The 77 city hotels are located in the core of the city where they are located, and cooperate with four of Dalian Wanda’s self-owned hotel brands (including luxury brand Wanda Reign, ultra-luxury brand Wanda Wenhua, luxury brand Wanda Realm and selected brand Wanda Jinhua) and many internationally renowned luxury hotel management brands (including Westin, Hilton, InterContinental, Conrad and Le Meridien) with good operation status, market reputation and influence.
The Acquisition is expected to enhance the Group’s long-term assets and existing portfolio of hotel assets in the PRC.
The Directors (including the independent non-executive Directors) consider that the Acquisition is conducted on normal commercial terms, fair and reasonable and in the interests of the Shareholders as a whole.
IMPLICATIONS UNDER THE LISTING RULES
As one or more applicable percentage ratios under the Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 25% and all of the applicable percentage ratios are less than 100%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
An extraordinary general meeting will be convened and held for the Shareholders to approve the Agreement and the transactions contemplated thereunder. To the best knowledge, information and belief of the Directors, after making all reasonable enquiries, no Shareholder or any of its associate has any material interest in the Agreement and the transaction contemplated thereunder and is required to abstain from voting.
DESPATCH OF CIRCULAR
A circular containing, amongst other things, further details about the Acquisition, the Hotel Assets, any other information required to be disclosed under the Listing Rules and a notice of the extraordinary general meeting, will be despatched by the Company to the Shareholders. As it is expected that additional time will be required to prepare the relevant information to be included in the circular, the Company expects that the circular will be despatched to the Shareholders on or before 31 October 2017.
Shareholders and potential investors should note that the Acquisition and the transactions contemplated thereunder are subject to satisfaction of certain conditions under the Agreement and the Acquisition may or may not proceed. All information relating to Dalian Wanda, including information relating to its business and its financial information, as disclosed in this announcement has been provided by Dalian Wanda and has not been independently verified by the Company and is therefore subject to change. Shareholders and potential investors are therefore reminded to exercise caution when dealings in the Shares and any other securities of the Company.
11
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:
| “Agreement” | the agreement dated 19 July 2017 entered into by the Company and |
|---|---|
| Dalian Wanda in relation to the Acquisition | |
| “Acquisition” | the proposed acquisition by the Company of the entire interest in the |
| Hotel Assets | |
| “Company” | Guangzhou R&F Properties Co., Ltd., a joint stock limited company |
| incorporated in the PRC with limited liability, the H-shares of which | |
| are listed on the main board of the Stock Exchange | |
| “connected person” | has the meaning ascribed to it under the Listing Rules |
| “Dalian Wanda” | 大連萬達商業地產股份有限公司(Dalian Wanda Commercial |
| Properties Co., Ltd.*), a company established in the PRC with limited | |
| liability | |
| “Directors” | directors of the Company |
| “Group” | the Company and its subsidiaries |
| “Holding Companies” | has the meaning as set out in the section headed “Consideration” in the |
| announcement | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic |
| of China | |
| “Hotel Assets” | (1) the hotels numbered 1 to 76 in the section headed “INFORMATION |
| ON THE HOTEL ASSETS” in this announcement and (2) a 70% | |
| interest in Yantai Wanda which operates the city hotel numbered 77 in | |
| the section headed “INFORMATION ON THE HOTEL ASSETS” in | |
| this announcement | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | the People’s Republic of China, for the purpose of this announcement |
| only, excluding Hong Kong, Macau Special Administrative Region of | |
| the People’s Republic of China and Taiwan | |
| “RMB” | Renminbi, the lawful currency of the PRC |
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“Shareholder(s)”
holder(s) of the Share(s)
“Share(s)” share(s) of RMB0.25 each in the share capital of the Company “sq.m.” square metre(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Yantai Riying” Yantai Riying Garden Real Estate Development Co., Ltd. ( 煙台日櫻花 園房地產開發有限公司 ) “Yantai Wanda” Yantai Wanda Vista Hotel ( 煙台萬達文華酒店 ) “%” percent
By order of the Board Guangzhou R&F Properties Co., Ltd. Michael Lee Joint Company Secretary
Hong Kong, 19 July 2017
As at the date of this announcement, the executive directors of the Company are Mr. Li Sze Lim, Mr. Zhang Li, Mr. Zhou Yaonan and Mr. Lu Jing; the non-executive directors are Ms. Zhang Lin and Ms. Li Helen; and the independent non-executive directors are Mr. Zheng Ercheng, Mr. Ng Yau Wah, Daniel and Mr. Wong Chun Bong.
- for identification purposes only
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