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RemeGen Co., Ltd. — Capital/Financing Update 2019
May 15, 2019
51206_rns_2019-05-15_78d4e7c7-4588-44df-8ed1-99c6ab1a8f76.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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Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司 (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 03366)
MAJOR TRANSACTION ACQUISITION OF LAND USE RIGHTS IN CHAOHU, HEFEI, ANHUI PROVINCE, THE PRC
ACQUISITION OF LAND USE RIGHTS
The Board is pleased to announce that OCT Gangya, an indirect wholly-owned subsidiary of the Company, and Hefei Guojia have jointly bidded and won the bid for the land use rights of the Land situated at Chaohu, Hefei, Anhui Province of the PRC at the price of RMB1,131,548,600. OCT Gangya and Hefei Guojia have jointly signed the Confirmation Letter with the Hefei Natural Resources and Planning Bureau on 15 May 2019.
Within 10 business days from the date of the Confirmation Letter, (i) OCT Gangya and Hefei Guojia shall confirm with the Chaohu Anhui Economic Zone Management Committee* (安徽 巢湖經開區管委會) that a Project Company will be established to develop the Land and (ii) the newly established Project Company shall enter into the Land Use Rights Grant Contract with the Hefei Natural Resources and Planning Bureau in relation to the Land Acquisition.
OCT Gangya and Hefei Guojia will establish the Project Company to develop the Land, which is owned as to 51% and 49% by OCT Gangya and Hefei Guojia, respectively. The capital commitment to be made by OCT Gangya and Hefei Guojia shall be in proportion to their respective interests under the possible joint venture arrangement. As at the date of this announcement, OCT Gangya is in the course of negotiation with Hefei Guojia on the terms of the possible joint venture arrangement and no legally binding agreement in respect of the possible joint venture arrangement has been entered into by OCT Gangya. Further announcement shall be made by the Company when details of the joint venture arrangement for the development of the Land have been finalised.
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LISTING RULES IMPLICATIONS
The Land Acquisition is regarded as a qualified property acquisition under Rule 14.04(10C) of the Listing Rules as the Land Acquisition involves an acquisition of governmental land(s) from the PRC Governmental Body (as defined under the Listing Rules) through an auction governed by the PRC laws (as defined under the Listing Rules) in the PRC, which is undertaken by the Group in its ordinary and usual course of business.
As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Land Acquisition, are more than 25% but less than 100%, the Land Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and subject to reporting, announcement and circular requirements but is exempt from 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 and the transactions contemplated thereunder will be despatched to the Shareholders in accordance with the Listing Rules for information purposes as soon as practicable. It is expected that the circular will be despatched to Shareholders on or before 25 June 2019 in order to allow sufficient time for the Company to prepare relevant information for inclusion in the circular.
ACQUISITION OF LAND USE RIGHTS
The Board is pleased to announce that OCT Gangya, an indirect wholly-owned subsidiary of the Company, and Hefei Guojia have jointly bidded and won the bid for the land use rights of the Land situated at Chaohu, Hefei, Anhui Province of the PRC at the price of RMB1,131,548,600. OCT Gangya and Hefei Guojia have jointly signed the Confirmation Letter with the Hefei Natural Resources and Planning Bureau on 15 May 2019.
Within 10 business days from the date of the Confirmation Letter, (i) OCT Gangya and Hefei Guojia shall confirm with the Chaohu Anhui Economic Zone Management Committee* (安徽巢湖 經開區管委會) that a Project Company will be established to develop the Land and (ii) the newly established Project Company shall enter into the Land Use Rights Grant Contract with the Hefei Natural Resources and Planning Bureau in relation to the Land Acquisition.
OCT Gangya and Hefei Guojia will establish the Project Company to develop the Land, which is owned as to 51% and 49% by OCT Gangya and Hefei Guojia, respectively. The capital commitment to be made by OCT Gangya and Hefei Guojia shall be in proportion to their respective interests under the possible joint venture arrangement. As at the date of this announcement, OCT Gangya is in the course of negotiation with Hefei Guojia on the terms of the possible joint venture arrangement and no legally binding agreement in respect of the possible joint venture arrangement has been entered into by OCT Gangya. Further announcement shall be made by the Company when details of the joint venture arrangement for the development of the Land have been finalised.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Hefei Natural Resources and Planning Bureau, Hefei Guojia and their respective ultimate beneficial owners are Independent Third Parties.
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CONSIDERATION
The Consideration, being the price of the land use rights of the Land amounting to RMB1,131,548,600 (a land deposit of RMB400,000,000 which has been paid by OCT Gangya and Hefei Guojia jointly, in proportion to their proposed ownership of the Project Company, at the time of bidding shall be used to offset part of the Consideration for the Land Acquisition), shall be paid by the Project Company in the following manner, either:
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(1) the Consideration shall be settled in full within 30 days from the date of entering into the Land Use Rights Grant Contract; or
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(2) 50% of the Consideration shall be settled within 30 days from the date of entering into the Land Use Rights Grant Contract and the remainder of the Consideration, along with the interest accrued on the remainder of the Consideration (the interest rate of which shall be determined by the rate published by the People’s Bank of China (中國人民銀行) as at the date of the settlement of the first 50% of the Consideration) shall be settled within 3 months from the date of entering into the Land Use Rights Grant Contract.
The Consideration of RMB1,131,548,600 shall be paid by the Project Company. The proportion of capital contribution of the Project Company to be used to settle the Consideration, which is attributable to the Group’s interest in the Project Company shall be financed by the Group’s internal resources, shareholders’ loan and banking borrowings.
In determining the bid price, the Directors have taken into account of the reference land price listed, expected profitability of the Project, location of the Land, the land price in the surrounding area and the development potential of the Land. The Directors confirm that the Consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
INFORMATION OF THE LAND
The Land is situated at the northwest of the Intersection of Jinchao Avenue and Beiwaihuan Road, Chaohu Economic Development Zone, Heifei, Anhui Province, the PRC (中國安徽省合肥市巢湖 經開區金巢大道與北外環路交口西北側). The Land has a total site area of approximately 414,487 sq.m. and an estimated gross floor area of approximately 460,400 sq.m. The Land is designated for commercial and residential usage with a term of 40 and 70 years, respectively. The Land is close to the Chaohu City Hall* (巢湖市政府), the Chaohu train station and is located in the close vicinity of the only national tourism resort in Anhui Province (Chaohu Bantang Hot Spring Resort in Hefei City), surrounded by some of the famous local attraction sites. The Land is expected to be developed as an international high-quality hot spring destination, which includes, but not limited to, residential properties, hotels, water park and commercial street.
REASONS FOR AND BENEFITS OF THE LAND ACQUISITION
The Land, situated in the core zone of the region-wide tourism of Chaohu, which is in the economic hinterland of the Yangtze Delta, presents larger development potential. The Directors believe that the Land Acquisition provides a good investment opportunity and allows the Group to expand its land reserves and in turn enhance the Group’s profitability and scale.
The Directors confirm that the Land Acquisition is in the ordinary and usual course of business of the Company and on normal commercial terms which is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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INFORMATION ON THE GROUP
The principal business activity of the Company is investment holding. The Group is principally engaged in the comprehensive development business and investment in the new urbanization industrial ecosphere business.
OCT Gangya is a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company, which is principally engaged in property management consulting, development of cultural tourism and sports facilities, management and investment consulting.
Hefei Guojia is a limited liability company established in the PRC, which is principally engaged in the investment, management, consultation and project investment of non-securities businesses.
LISTING RULES IMPLICATIONS
The Land Acquisition is regarded as a qualified property acquisition under Rule 14.04(10C) of the Listing Rules as the Land Acquisition involves an acquisition of governmental land(s) from the PRC Governmental Body (as defined under the Listing Rules) through an auction governed by the PRC laws (as defined under the Listing Rules) in the PRC, which is undertaken by the Group in its ordinary and usual course of business.
As one or more of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Land Acquisition, are more than 25% but less than 100%, the Land Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and subject to reporting, announcement and circular requirements but is exempt from shareholders’ approval requirement pursuant to Rule 14.33A of the Listing Rules.
To the best of the Directors’ knowledge, information and belief, no Director is required to abstain from voting on the Board resolutions in relation to the approval of the Land Acquisition.
GENERAL
A circular containing, among other things, further details of the Land Acquisition and the transactions contemplated thereunder will be despatched to the Shareholders in accordance with the Listing Rules for information purposes as soon as practicable. It is expected that the circular will be despatched to Shareholders on or before 25 June 2019 in order to allow sufficient time for the Company to prepare relevant information for inclusion in the circular.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
“Board” the board of directors of the Company “Business Day(s)” a day on which licensed banks in the PRC are open for business “Company” Overseas Chinese Town (Asia) Holdings Limited (華僑城（亞 洲）控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange
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| “Confirmation Letter” | the auction confirmation letter (成交確認書) entered into among |
|---|---|
| OCT Gangya, Hefei Guojia and the Hefei Natural Resources | |
| and Planning Bureau on 15 May 2019 as a result of successfully | |
| winning the bid for the auction | |
| “connected person(s)” | has the meaning ascribed to it under the Listing Rules |
| “Consideration” | the consideration for the land use rights of the Land amounting to |
| RMB1,131,548,600 | |
| “controlling shareholder” | has the meaning ascribed to it under the Listing Rules |
| “Directors” | the directors of the Company |
| “Group” | the Company and its subsidiaries as at the date of this |
| announcement | |
| “Hefei Guojia” | 合肥國嘉產業資本管理有限公司(Hefei Guojia Industry Capital |
| Management Co., Ltd.*), a limited liability company established | |
| in the PRC | |
| “Hefei Natural Resources and Planning Bureau” |
Hefei Municipal Natural Resources and Planning Bureau* (合肥 市自然資源和規劃局) |
| “HK$” | the Hong Kong dollar(s), the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s |
| Republic of China | |
| “Independent Third Parties” | an independent third party not connected with the Company and |
| its subsidiaries, their respective directors, chief executives and | |
| substantial shareholders and any of their associates within the | |
| meaning of the Listing Rules | |
| “Land Acquisition” | the acquisition of land use rights of the Land through public |
| bidding process at the auction | |
| “Land” | a piece of land located at the northwest of the intersection of |
| Jinchao Avenue and Beiwaihuan Road of the Chaohu Economic | |
| Development Zone, Hefei, Anhui Province, the PRC (Land Plot | |
| no. ACK2018-15), with a total site area of approximately 414,487 | |
| sq.m. and an estimated gross floor area of approximately 460,400 | |
| sq.m. | |
| “Land Use Rights Grant Contract” |
the State-owned Land Use Rights Grant Contract* (國有建設用地 使用權出讓合同) to be entered into pursuant to the Confirmation |
| Letter | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
| Exchange | |
| “OCT Gangya” | 深圳華僑城港亞控股發展有限公司(Shenzhen OCT Gangya |
| Holdings Development Co., Ltd.), a company established in the | |
| PRC and a wholly-owned subsidiary of the Company |
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| “PRC Governmental Body” | has the meaning ascribed to it under the Listing Rules |
|---|---|
| “PRC” | the People’s Republic of China, and for the purpose of this |
| announcement, excludes Hong Kong, the Macau Special | |
| Administrative Region of the People’s Republic of China and | |
| Taiwan | |
| “Project” | the project for the development of the Land as residential |
| properties, hotels, water park and commercial street | |
| “Project Company” | the joint venture company to be established by OCT Gangya and |
| Hefei Guojia in the PRC for development of the Land | |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Share(s)” | the share(s) of the Company |
| “Shareholder(s)” | the shareholders of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “sq.m.” | square metre(s) |
| “%” | per cent |
In this announcement, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail.
By the order of the Board Overseas Chinese Town (Asia) Holdings Limited He Haibin Chairman
Hong Kong, 15 May 2019
As at the date of this announcement, the Board comprises seven Directors, namely: Mr. He Haibin, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Zhang Jing as non-executive Director; Mr. Lu Gong, Ms. Wong Wai Ling, and Mr. Lam Sing Kwong Simon as independent non-executive Directors.
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