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Tomson Group Limited Capital/Financing Update 2025
49075_rns_2025-06-17_492464e8-e2aa-4c5b-92d8-2cb141d2e922.pdf
Capital/Financing Update
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your securities in China Agri-Products Exchange Limited 中國農產品交易有限公司, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
CHINA AGRI-PRODUCTS EXCHANGE LIMITED
中國農產品交易有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 0149)
MAJOR TRANSACTION IN RELATION TO
THE SALE AND LEASEBACK ARRANGEMENT
Capitalized terms used in this cover shall have the same meanings as those defined in this circular.
A letter from the Board is set out on pages 5 to 14 of this circular.
The Company has obtained written Shareholders' approval for the Sale and Leaseback Arrangement. Accordingly, no Shareholders' meeting will be held to approve the Sale and Leaseback Arrangement pursuant to Rule 14.44 of the Listing Rules. This circular is being despatched to the Shareholders for information only.
18 June 2025
CONTENTS
Page
Definitions ... 1
Letter from the Board ... 5
Appendix I — Financial Information of the Group ... I-1
Appendix II — Valuation Report of the Leased Assets ... II-1
Appendix III — General Information ... III-1
- i -
DEFINITIONS
In this circular, unless the context otherwise specifies, the following expressions have the following meanings:
“Accounts Receivable Pledge Agreement”
the accounts receivable pledge agreements to be entered into between Luoyang Hongin and Haier corresponding to the respective Sale and Leaseback Agreements
“associate(s)”, “connected person(s)”, “controlling shareholder(s)”, “percentage ratio(s)” and “subsidiary(ies)”
each has the meaning as ascribed to it under the Listing Rules
“Board”
the board of the Directors
“CF Equity Pledge Agreement”
the equity pledge agreement to be entered into between Crown Fortress and Haier
“Co-Lessees”
collectively, Luoyang Hongjin and Puyang Hongjin
“Company”
China Agri-Products Exchange Limited 中國農產品交易有限公司, an exempted company incorporated in Bermuda with limited liability whose Shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 0149) and an approximately 57.09%-owned listed subsidiary of WOG
“Crown Fortress”
Crown Fortress Limited 冠集有限公司, a limited liability company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of the Company
“Director(s)”
the director(s) of the Company
“Group”
the Company and its subsidiaries
“Haier”
Haier Financial Services China Co., Ltd. (海爾融資租賃股份有限公司), a limited liability company established under the laws of the PRC
- 1 -
- 2 -
DEFINITIONS
"Henan Gangan"
Henan Gangan Agricultural and By-Products Company Limited* (河南港安農副產品有限公司), a limited liability company established under the laws of the PRC and a wholly owned subsidiary of the Company
"HG Equity Pledge Agreement"
the equity pledge agreement to be entered into between Henan Gangan and Haier
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong" or "HK"
the Hong Kong Special Administrative Region of the PRC
"Hongjin"
Hongjin Agri-Products Group Limited* (宏進農副產品集團有限公司), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company
"Latest Practicable Date"
13 June 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
"Leased Assets"
collectively, the Leased Assets I and the Leased Assets II
"Leased Assets I"
certain construction projects in Puyang City and Luoyang City involving sheds and certain equipment which were sold by the Co-Lessees to Haier and leased back to the Co-Lessees pursuant to the sale and leaseback arrangement under the Sale and Leaseback Agreement I
"Leased Assets II"
certain construction projects in Puyang City and Luoyang City involving sheds and certain equipment which were sold by the Co-Lessees to Haier and leased back to the Co-Lessees pursuant to the sale and leaseback arrangement under the Sale and Leaseback Agreement II
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
- 3 -
DEFINITIONS
"Luoyang Hongjin"
Luoyang Hongjin Agricultural and By-Product Exchange Market Limited* (洛陽宏進農副產品批發市場有限公司), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company
"Mr. Tang"
Mr. Tang Ching Ho, the chairman of the Company and an executive Director and a controlling Shareholder
"PRC"
the People's Republic of China, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Previous Sale and Leaseback Arrangement"
the sale and leaseback arrangement forming the subject matter of the joint announcement of the Company and WOG dated 2 January 2025
"Puyang Hongjin"
Puyang Hongjin Agricultural By-Products Wholesale Marketplace Limited* (濮陽宏進農副產品批發市場有限公司), a limited liability company established under the laws of the PRC and a 75%-owned subsidiary of the Company
"RMB"
Renminbi, the lawful currency of the PRC
"Sale and Leaseback Agreement I"
the conditional sale and leaseback agreement dated 20 May 2025 entered into between Haier and the Co-Lessees in respect of the sale of the Leased Assets I by the Co-Lessees to Haier and the leaseback of the Leased Assets I to the Co-Lessees
"Sale and Leaseback Agreement II"
the conditional sale and leaseback agreement dated 20 May 2025 entered into between Haier and the Co-Lessees in respect of the sale of the Leased Assets II by the Co-Lessees to Haier and the leaseback of the Leased Assets II to the Co-Lessees
"Sale and Leaseback Agreements"
collectively, the Sale and Leaseback Agreement I and Sale and Leaseback Agreement II
- 4 -
DEFINITIONS
"Sale and Leaseback Arrangement" the sale of the Leased Assets by the Co-Lessees to Haier and the leaseback of the Leased Assets to the Co-Lessees
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" the ordinary share(s) with a nominal value of HK$0.01 each in the issued share capital of the Company
"Shareholder(s)" the holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"WOG" Wang On Group Limited (宏安集團有限公司)*, an exempted company incorporated in Bermuda with limited liability whose shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 1222)
"WOP" Wang On Properties Limited 宏安地產有限公司, an exempted company incorporated in Bermuda with limited liability whose shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 1243) and a 75%-owned listed subsidiary of WOG
"WYT" Wai Yuen Tong Medicine Holdings Limited (位元堂藥業控股有限公司*), an exempted company incorporated in Bermuda with limited liability whose shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 0897) and an approximately 72.02%-owned listed subsidiary of WOG
"%" per cent
For the purpose of this circular, unless otherwise specified, the conversion of HK$ into RMB is based on the approximate exchange rate from HK$1 to RMB0.92146. The exchange rate is adopted for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this rate or any other rate at all.
- For identification propose only
LETTER FROM THE BOARD
CHINA AGRI-PRODUCTS EXCHANGE LIMITED
中國農產品交易有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 0149)
Executive Directors:
Mr. Tang Ching Ho, GBS, JP (Chairman)
Mr. Leung Sui Wah, Raymond (Chief Executive Officer)
Mr. Wong Ka Kit
Ms. Luo Xu Ying
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent non-executive Directors:
Mr. Lau King Lung
Mr. Wong Ping Yuen
Mr. Shang Hai Long
Head office and principal
place of business in Hong Kong:
Suite 3202, 32/F., Skyline Tower
39 Wang Kwong Road
Kowloon Bay Kowloon
Hong Kong
18 June 2025
To the Shareholders
Dear Sir or Madam,
MAJOR TRANSACTION IN RELATION TO
THE SALE AND LEASEBACK ARRANGEMENT
INTRODUCTION
Reference is made to the joint announcement dated 20 May 2025 issued by the Company and WOG in relation to, among others, the Sale and Leaseback Arrangement. On 20 May 2025, Luoyang Hongjin (a wholly-owned subsidiary of the Company) (as lessee) and Puyang Hongjin (a 75%-owned subsidiary of the Company) (as lessee) entered into (i) the Sale and Leaseback Agreement I in respect of the sale and leaseback of the Leased Assets I at a sale price of RMB51.0
LETTER FROM THE BOARD
million (equivalent to approximately HK$55.3 million); and (ii) the Sale and Leaseback Agreement II in respect of the sale and leaseback of the Leased Assets II at a sale price of RMB20.4 million (equivalent to approximately HK$22.1 million) with Haier (as lessor).
The purpose of this circular is to provide you with, among other things, (a) further particulars of the Sale and Leaseback Arrangement; (b) a valuation report on the Leased Assets; and (c) other information as required by the Listing Rules.
SALE AND LEASEBACK ARRANGEMENT
1. THE SALE AND LEASEBACK AGREEMENTS
The principal terms of the Sale and Leaseback Agreements are summarized below.
Date
20 May 2025
Parties
(i) Luoyang Hongjin (as lessee);
(ii) Puyang Hongjin (as lessee); and
(iii) Haier (as lessor)
Sale Price and Payment
The sale price payable under the Sale and Leaseback Agreement I and Sale and Leaseback Agreement II is RMB51.0 million (equivalent to approximately HK$55.3 million) and RMB20.4 million (equivalent to approximately HK$22.1 million) respectively.
The respective sale price was determined after arm's length negotiations with reference to various factors considered and agreed between the parties including the value of the Leased Assets as estimated by the Co-Lessees and Haier respectively and a loan-to-value ratio which is acceptable to Haier.
After deducting the security deposit of (i) RMB1.0 million (equivalent to approximately HK$1.1 million) in respect of the Sale and Leaseback Agreement I; and (ii) RMB0.4 million (equivalent to approximately HK$0.4 million) in respect of the Sale Leaseback Agreement II, the
LETTER FROM THE BOARD
net sale price of (i) RMB50.0 million (equivalent to approximately HK$54.3 million); and (ii) RMB20.0 million (equivalent to approximately HK$21.7 million) shall be respectively paid by Haier to the Co-Lessees within 10 business days after the fulfilment of the following conditions:
(i) Haier having received a receipt from the Co-Lessees in the amount of the sale price under the respective Sale and Leaseback Agreements;
(ii) Haier having received a payment notice issued by the Co-Lessees in respect of this payment under the respective Sale and Leaseback Agreements;
(iii) Haier having received the relevant documents confirming completion of the equity pledge registration under the HG Equity Pledge Agreement;
(iv) Haier having received the relevant documents confirming completion of the equity pledge registration under the CF Equity Pledge Agreement;
(v) Haier having received the relevant documents confirming completion of the accounts receivable pledge registration under the Accounts Receivable Pledge Agreements;
(vi) Haier having received screenshots of fixed assets ledger corresponding to the respective Leased Assets provided by the Co-Lessees with their official stamps;
(vii) Haier having received a checking and acceptance confirmation letter of the respective Leased Assets issued by the Co-Lessees; and
(viii) Haier having received videos or photographs of the respective Leased Assets provided by the Co-Lessees.
Leased Assets
The Leased Assets comprise certain construction projects located in Puyang City and Luoyang City involving sheds and certain equipment owned by the Co-Lessees.
Based on internal estimation, the unaudited book value of the Leased Assets I and Leased Assets II as at 28 February 2025 was approximately RMB39.1 million (equivalent to approximately HK$42.4 million) and approximately RMB12.2 million (equivalent to approximately HK$13.3 million) respectively. According to RHL Appraisal Limited, the Leased Assets are valued at RMB79.7 million (equivalent to approximately HK$86.5 million) as at 30 April 2025. The valuation amount is lower than the sale price payable under the Sale and Leaseback Arrangements as a result of the application of a loan-to-value ratio.
LETTER FROM THE BOARD
Lease Term
36 months
Total Lease Payment
The total lease payment is approximately (i) RMB53.8 million (equivalent to approximately HK$58.4 million) in respect of the Sale and Leaseback Agreement I; and (ii) RMB21.5 million (equivalent to approximately HK$23.3 million) in respect of the Sale and Leaseback Agreement II, including the finance lease payment and the retention fee of RMB100.0 (equivalent to approximately HK$108.5), which was determined after arm's length negotiations with reference to the sale price of the Leased Assets and the prevailing market interest rates (noting that the above 5-year National Interbank Funding Centre's Loan Prime Rate (LPR) was 3.5%) and trading terms of similar finance lease arrangements.
After the Sale and Leaseback Agreements becoming effective, Haier shall have the rights to make adjustments to the lease payment in accordance with the adjustments of the loan prime rate published by the People's Bank of China. The actual lease payment amount shall be confirmed in the actual lease payment schedule (實際租金支付表) and the lease adjustment notice (租金調整通知書) issued by Haier.
Security Deposit
The total security deposit payable under the Sale and Leaseback Agreement I and the Sale and Leaseback Agreement II is RMB1.0 million (equivalent to approximately HK$1.1 million) and RMB0.4 million (equivalent to approximately HK$0.4 million) respectively.
For each of the Sale and Leaseback Agreements, the respective security deposit shall be deducted from the sale price payable to the Co-Lessees.
Haier shall have the rights to use the security deposit to set off any amount due and payable by the Co-Lessees under the Sale and Leaseback Agreements and the Co-Lessees shall top up the security deposit to its original amount in such cases.
Each security deposit shall be used to set off the final portion(s) of the lease payment and the retention fee to be made by the Co-Lessees provided that there are no default events or the default events have been rectified. Haier shall return any remaining balance of the security deposit free of interests to the Co-Lessees.
- 8 -
LETTER FROM THE BOARD
Ownership of the Leased Assets
The ownership of the Leased Assets shall be transferred to Haier upon issuance of a checking and acceptance confirmation letter for the respective Leased Assets by the Co-Lessees.
Upon expiration of the lease term, provided that there are no continuing default events, and subject to the receipt of all lease payments and other receivables under the Sale and Leaseback Agreements, Haier shall transfer the ownership of the Leased Assets to the Co-Lessees on an "as-is" basis.
Effectiveness of the Sale and Leaseback Agreements
The Sale and Leaseback Agreements shall come into effect upon the fulfilment of the following conditions:
(i) Haier having received the original resolution(s) or other similar documents issued by the internal authority(ies) of the Co-Lessees consenting to the transactions contemplated under the respective Sale and Leaseback Agreements;
(ii) Haier having received the original resolution(s) issued by the internal authority(ies) of the corporate guarantor(s) consenting to provide guarantee(s) for the Co-Lessees' performance under the respective Sale and Leaseback Agreements;
(iii) Hongjin having entered into the corporate guarantee agreements with Haier corresponding to the respective Sale and Leaseback Agreements;
(iv) Henan Gangan having entered into the HG Equity Pledge Agreement;
(v) Crown Fortress having entered into the CF Equity Pledge Agreement;
(vi) Luoyang Hongjin having entered into the Accounts Receivable Pledge Agreements; and
(vii) WOG and the Company having obtained their respective shareholders' approvals (if required) by passing all necessary resolutions (or by way of shareholders' written approval) to approve the Sale and Leaseback Arrangement.
- 9 -
LETTER FROM THE BOARD
2. GUARANTEES AND SECURITIES FOR THE SALE AND LEASEBACK ARRANGEMENT
To secure the Co-Lessees' liabilities under the respective Sale and Leaseback Agreements, the following guarantees and securities have been provided to Haier:
(i) Hongjin has agreed to provide a joint liability guarantee;
(ii) Luoyang Hongjin has pledged all income and collection rights from its commercial property rentals, management fees, and vehicle entry fees; and
(iii) each of Henan Gangan and Crown Fortress has pledged all of its equity interests in Luoyang Hongjin.
FINANCIAL EFFECTS AND THE INTENDED USE OF PROCEEDS OF THE SALE AND LEASEBACK ARRANGEMENT
According to the Hong Kong Financial Reporting Standard 16, the Sale and Leaseback Arrangement will be accounted for as a financing arrangement and will not give rise to any gain or loss recognized in the income statement of the Group. Upon expiry of the lease term, the ownership of the Leased Assets can be transferred back to the Group upon payment of a nominal retention amount. Therefore, in substance and in terms of accounting treatment, the Sale and Leaseback Arrangement is effectively equivalent to borrowing a secured loan. There is no transfer of possession or use of the assets by Haier under the Sale and Leaseback Arrangement.
Therefore, the Directors consider that there is increase in cash and cash equivalents and increase in other loan upon implementation of the Sale and Leaseback Arrangement.
Save as disclosed above, the Sale and Leaseback Arrangement is not expected to have any material impact on the Group's assets and liabilities or the earnings. The final financial impact on the Group will be subject to the audit to be performed by the auditor of the Company.
The Group intends to apply the net proceeds from the Sale and Leaseback Arrangement towards the repayment of its interest-bearing borrowings, general operation and working capital purposes.
- 10 -
LETTER FROM THE BOARD
INFORMATION ABOUT THE PARTIES TO THE SALE AND LEASEBACK ARRANGEMENT
The Group
The Group is principally engaged in the management and sale of properties in agricultural produce exchange markets in the PRC.
Luoyang Hongjin
Luoyang Hongjin is a limited liability company established under the laws of the PRC and is principally engaged in the management and operation of the Luoyang Hongjin Agricultural and By-Product Exchange Market (洛陽宏進農副產品交易市場). It is a wholly-owned subsidiary of the Company as at the Latest Practicable Date.
Puyang Hongjin
Puyang Hongjin is a limited liability company established under the laws of the PRC and is principally engaged in agricultural produce exchange market operation and property sales. It is a 75%-owned subsidiary of the Company as at the Latest Practicable Date.
Hongjin
Hongjin is a limited liability company established under the laws of the PRC and is principally engaged in investment holding. It is a wholly-owned subsidiary of the Company as at the Latest Practicable Date.
Henan Gangan
Henan Gangan is a limited liability company established under the laws of the PRC and is principally engaged in investment holding. It is a wholly-owned subsidiary of the Company as at the Latest Practicable Date.
Crown Fortress
Crown Fortress is a limited liability company incorporated under the laws of Hong Kong and is principally engaged in investment holding. It is a wholly-owned subsidiary of the Company as at the Latest Practicable Date.
- 11 -
LETTER FROM THE BOARD
Haier
Haier is a limited liability company established under the laws of the PRC and is principally engaged in financial leasing and financial services in the PRC. Based on publicly available information, Haier is owned as to approximately 38.97%, 32.30% and 28.73% by Haier Group (Qingdao) Finance Holding Co., Ltd. (海爾集團(青島)金盈控股有限公司), Shanghai Haizhu Yunju Enterprise Management Consulting Partnership (Limited Partnership) (上海海鑄雲聚企業管理諮詢合夥企業(有限合夥)) and Haier International Co., Limited respectively.
Pursuant to further details from publicly available information, (i) Haier Group (Qingdao) Finance Holding Co., Ltd. (海爾集團(青島)金盈控股有限公司) and Shanghai Haizhu Yunju Enterprise Management Consulting Partnership (Limited Partnership) (上海海鑄雲聚企業管理諮詢合夥企業(有限合夥) are indirectly majority-owned by Haier Group Corporation* (海爾集團公司) (the "Haier Group") through various subsidiaries, with the remaining interests are indirectly held by funds managed on behalf of certain senior management members of the Haier Group; and (ii) Haier International Co., Limited is a wholly-owned subsidiary of Haier (HK) Investment Co., Limited, which in turn is a wholly-owned subsidiary of the Haier Group.
According to publicly available information, the nature of the Haier Group is a collectively-owned enterprise. Pursuant to the Regulation of the People's Republic of China on Urban Collectively-Owned Enterprises (2016 Revision), the property of the Haier Group, being a socialist economic organisation, is collectively owned by the working masses, subject to joint work, with distribution according to work as the principal distribution method. In light of its enterprise nature, the Haier Group has no shareholders.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Haier and its ultimate beneficial owner (if applicable) are third parties independent from the Company and its connected persons (as defined in the Listing Rules).
REASONS FOR AND BENEFITS OF ENTERING INTO OF THE SALE AND LEASEBACK ARRANGEMENT
By entering into of the Sale and Leaseback Arrangement, the Group would be able to manage its working capital in a more effective manner as the sale price will be paid by Haier and cash flow can be managed more efficiently through the subsequent leasing arrangement. The operations of the Group would not be adversely affected by the sale of the Leased Assets as such assets will be immediately leased back to the Co-Lessees.
LETTER FROM THE BOARD
The Directors are of the opinion that the terms of the Sale and Leaseback Arrangement (including the sale price and the total lease payments), which have been determined on an arm's length basis, are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
As the highest applicable percentage ratio in respect of the Sale and Leaseback Arrangement, on a stand-alone basis, exceeds 5% but is less than 25% for the Company, the entering into of the Sale and Leaseback Arrangement constitutes a discloseable transaction under Rule 14.07 of the Listing Rules. However, if the Sale and Leaseback Arrangement is aggregated with the Previous Sale and Leaseback Arrangement pursuant to Rule 14.22 of the Listing Rules on the basis that they constitute a series of transactions with the same lessor within a 12-month period, the highest applicable percentage ratio in respect of the Sale and Leaseback Arrangement and the Previous Sale and Leaseback Arrangement, on an aggregate basis, will exceed 25% but is less than 75%, therefore constitutes a major transaction for the Company under Rule 14.07 of the Listing Rules.
To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company was to convene a special general meeting for the approval of the Sale and Leaseback Arrangement. On 20 May 2025, the Company received a written approval from each of Rich Time Strategy Limited and Onger Investments Limited (each being an indirect wholly-owned subsidiary of WOG), being a closely allied group of Shareholders, each holding 3,674,814,532 and 2,007,700,062 Shares respectively and therefore holding 5,682,514,594 Shares in aggregate, representing approximately 57.09% of the total issued share capital of the Company, carrying rights to vote at a general meeting of the Company, approving the Sale and Leaseback Arrangement pursuant to Rule 14.44 of the Listing Rules in lieu of a resolution to be passed at a general meeting of the Company.
No Director has a material interest in the Sale and Leaseback Arrangement and is required to abstain from voting on the Board resolutions of the Company to approve any of the same.
- 13 -
LETTER FROM THE BOARD
ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
Yours faithfully,
For and on behalf of the Board
CHINA AGRI-PRODUCTS EXCHANGE LIMITED
中國農產品交易有限公司
Leung Sui Wah, Raymond
Executive Director and Chief Executive Officer
- 14 -
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
1. FINANCIAL INFORMATION
Financial information of the Group for each of the three years ended 31 March 2022, 2023 and 2024 and the six months ended 30 September 2024 are disclosed in the annual reports of the Company for the financial years ended 31 March 2022 (pages 91 to 228), 31 March 2023 (pages 87 to 224), and 31 March 2024 (pages 79 to 189) and the interim report of the Company for the six months ended 30 September 2024 (pages 26 to 56), respectively, which are published on both the websites of Stock Exchange (www.hkexnews.hk) and the Company (www.cnagri-products.com) and which can be accessed by the direct hyperlinks below.
(1) annual report of the Company for the financial year ended 31 March 2022:
https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0722/2022072200932.pdf
(2) annual report of the Company for the financial year ended 31 March 2023:
https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0727/2023072700401.pdf
(3) annual report of the Company for the financial year ended 31 March 2024:
https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0725/2024072500872.pdf
(4) interim report of the Company for the six months ended 30 September 2024:
https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1220/2024122000683.pdf
2. INDEBTEDNESS STATEMENT
As at the close of business on 30 April 2025, being the latest practicable date for the purpose of ascertaining information contained in this indebtedness statement set out in this circular, the Group had outstanding bank and other loans and unsecured notes of approximately HK$1,169.9 million, of which bank loans with an aggregate amount of approximately HK$740.0 million were secured by the Group's properties held for sale, investment properties, certain trade receivables and share charges in respect of the entire interest of certain subsidiaries of the Group, which are engaged in agricultural produce exchange market operation and property sales, and other loans with an aggregate amount of approximately HK$45.3 million were secured by the Group's investment properties and properties, plant and equipment. The Group also provided guarantees to customers in favour of certain banks for the loans provided by the bank in an amount approximately HK$16.3 million. Moreover, the Group's lease liabilities amounted to approximately HK$24.4 million as at 30 April 2025.
APPENDIX I
FINANCIAL INFORMATION OF THE GROUP
Save as otherwise disclosed above, and apart from intra-group liabilities and normal trade payables, the Group did not have, at the close of business on 30 April 2025, any other debt securities issued and outstanding, or authorised or otherwise created but unissued, any other term loans, any other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, any other mortgages and charges or any guarantees or material contingent liabilities.
3. MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date and to the best knowledge of the Directors, there was no material adverse change in the financial or trading position of the Group since 31 March 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up.
4. WORKING CAPITAL STATEMENT
Taking into account the Sale and Leaseback Arrangement and the financial resources available to the Group, including internally generated funds and available banking facilities of the Group, the Directors, after due and careful enquiry, are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this circular.
5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP
Throughout the year, consumer spending has become more cautious and the decline in the PRC properties have hindered the economic growth. Such effects have impacted the Group's business operation which primarily focused on the agricultural products markets in the PRC. Looking ahead, the Group aims to continue building a nationwide agricultural produce exchange network by leveraging its competitive advantages in the industry, a stable business foundation, an intelligent business management system, robust information technology network and high-quality customer services.
To capitalise on every business opportunities, the Group has implemented various measures to expand its operations in the PRC by collaborating with different partners, utilizing an "asset light" strategy. Besides, the Group has striven to develop the techniques of electronic platforms to take the opportunities of the technological improvement driven by the PRC government's promotion of the data economy. The Group has further expanded its operations to wet market and electronic trading by leveraging its leading position in the industry.
APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
The following is the text of a letter, summary of values and valuation report, prepared for the purpose of incorporation in this Circular received from RHL Appraisal Limited, an independent valuer, in connection with its valuation of the properties held by the China Agri-Products Exchange Limited, together with its subsidiaries as at 30 April, 2025.
永利行評值顧問有限公司
RHL Appraisal Limited
Corporate Valuation & Advisory
T +852 3408 3188
F +852 2736 9284
Room 1010,10/F, Star House,
Tsimshatsui, Hong Kong
18 June 2025
The Board of Directors
China Agri-Products Exchange Limited
Suite 3202, 32/F,
Skyline Tower,
39 Wang Kwong Road,
Kowloon Bay,
Kowloon,
Hong Kong
Dear Sirs/Madam,
INSTRUCTIONS
We refer to your instruction for us to value various properties (the "Properties") held by China Agri-Products Exchange Limited (the "Company") or its subsidiaries (together referred as the "Group") located in the People's Republic of China (the "PRC"). We confirm that we have carried out site inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of market value of the Properties as at 30 April 2025 (the "Valuation Date").
APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigations and limiting conditions of this valuation.
BASIS OF VALUATION
The valuation is our opinion of the market value (“Market Value”) which we would define as intended to mean the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm-length’s transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase and without offset for any associated taxes or potential taxes.
The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value.
VALUATION METHODOLOGY
The income approach provides an indication of value by converting projected cash flows to a single current value. Under the income approach, the value of an asset is determined by reference to the value of income, cash flow or cost savings generated by the asset.
We have valued the properties on the basis of capitalization of the market rent. Direct comparison method which is adopted for assessment of market rent based on the principle of substitution, where comparison is made based on rent realized on actual rent and/or asking rent of comparable properties. Comparable properties of similar size, scale, nature, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of capital values.
VALUATION CONSIDERATIONS
In valuing the Properties, we have complied with all the requirements contained in Chapter 5, Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the International Valuation Standards.
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APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
VALUATION ASSUMPTION
In our valuation, unless otherwise stated, we have assumed that:
i. the Properties will continue to be used in its present existing state in the business of the Group for which they were designed, built and erected;
ii. no deleterious or hazardous materials or techniques have been used in the construction of the Properties;
iii. the Properties are connected to main services and sewers which are available on normal terms; and
iv. The Group is entitled to occupy, use and lease the Properties freely in the market when assessing the reference value.
TITLE INVESTIGATION
We have been shown copies of various documents relating to the property interest. However, we have not examined the original documents to verify the existing titles to the property interest or any amendment which does not appear on the copies handed to us. We have relied considerably on the information given by the Group's PRC legal advisers, Henan Shensheng Law Firm (河南申慎律師事務所), concerning the validity of the titles to the property interests.
LIMITING CONDITIONS
We have conducted on-site inspections in May 2025 by Ms. Liu Jing (MSc in Geo-information Science).
During the course of our inspections, we did not note any serious defects. However, no mechanical or structural survey has been made and we are therefore unable to report whether the Properties are free from rot, infestation or any other defects. No tests were carried out on any of the services.
We have not carried out detailed on-site measurement to verify the correctness of the areas in respect of the Properties but have assumed that the areas shown on the documents handed to us are correct. All dimensions, measurements and areas are approximate.
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APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
We have relied to a very considerable extent on the information provided by the Group and have accepted advices given to us on such matters, in particular, but not limited to particulars of occupancy, size and floor areas and all other relevant matters in the identification of the Properties.
We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also been advised by the Group that no material fact has been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.
We do not accept a liability for any interpretation which we have placed on such information which is more properly the sphere of the legal advisers of the Group. Neither have we verified the correctness of any information supplied to us concerning the Properties.
REMARKS
We have valued the Properties in Renminbi (RMB).
We enclose herewith the "summary of values" and "Property Particulars and Opinion of Value".
Yours faithfully,
For and on behalf of
RHL Appraisal Limited
Jessie X. Chen
MRICS, MSc (Real Estate), BEcon
Senior Associate Director
Lavinia C. H. Cheung
MHKIS, MRICS, MBA, BSc (Hon)
Senior Surveyor
Ms. Jessie X. Chen is a Registered Professional Surveyor (Valuation) with over 10 years' experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Chen is a Professional Member of The Royal Institution of Chartered Surveyors.
Ms. Lavinia C. H. Cheung is a Professional Surveyor (Valuation & Commercial Real Estate) of The Royal Institution of Chartered Surveyors and a Member of The Hong Kong Institute of Surveyors with over 15 years' experience in valuation properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region.
APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
SUMMARY OF VALUES
Market Value as at
30 April 2025
RMB
- Various sheds located at Henan Luoyang Hong-Jin Agri-Products International Logistics Centre, west of Luoji Expressway, Old town district, Luoyang City, Henan Province, the PRC
位於中華人民共和國河南省洛陽市老城區洛吉快速通道西側之洛陽宏進農副產品國際物流中心之若干大棚
No commercial value (reference value: RMB44,500,000.00)
- Various buildings and structures located at Henan Puyang Hong-Jin Agri-Products International Logistics Centre, Area No.033, No.112 Street, Puyang City, Henan Province, the PRC
位於中華人民共和國河南省濮陽市112街道033街坊之濮陽宏進農副產品國際物流中心之若干房屋和建築物
No commercial value (reference value: RMB35,200,000.00)
Total
No commercial value (reference value: RMB79,700,000.00)
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APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
PROPERTIES PARTICULARS AND OPINION OF VALUE
| Property | Description and tenure | Particulars of occupancy | Market Value as at 30 April 2025
RMB |
| --- | --- | --- | --- |
| 1. Various sheds located at Henan Luoyang Hong-Jin Agri-Products International Logistics Centre, west of Luoji Expressway, Old town district, Luoyang City, Henan Province, the PRC (位於中華人民共和國河南省洛陽市老城區洛吉快速通道西側之洛陽宏進農副產品國際物流中心之若干大樓) | The properties comprises various steel-framed sheds erected on a site which developed as an agricultural wholesale market completed in about 2012. | The properties are occupied for commercial use. | No commercial value
(see note No.2 below) |
| | The total gross floor area of the properties are approximately 12,336.00 sq.m. (132,784 sq.ft.) with details below: | | |
| | No. | GFA (sq.m.) | |
| | B1 | 3,212.00 | |
| | B2 | 2,956.00 | |
| | B3 | 3,212.00 | |
| | B5 | 2,956.00 | |
| | Total | 12,336.00 | |
| | The land use rights of the site where the properties located have been granted for terms expiring on 10 September 2052 for wholesale and retail uses. | | |
Notes:
- Pursuant to a State-owned Land Use Rights Certificate - Yu (2018) Luo Yang Shi Bu Dong Chan Quan Di No. 10658482 (豫(2018)洛陽市不動產權第10658482號), the land use rights of a site with site area of approximately 255,655.60 sq.m. have been granted to Luoyang Hongjin for a term expiring on 10 September 2052 for wholesale and retail uses.
- As advised, the properties are not granted with valid property title therefore there are not any real estate title certificate available, we have attributed no commercial value to the properties as the properties can not be freely transferred in the open market.
For reference purpose only, assumed the properties are legally held by Luoyang Hongjin and free from any mortgage or third parties' encumbrances, Luoyang Hongjin is entitled to freely transfer the properties in the market, the market value of the properties as at the Valuation Date is at RMB44,500,000.00.
-
The properties are divided into various units with gross floor area ranging from 80 sq.m. to 160 sq.m. which can be occupied or tenanted for wholesale or retail uses.
-
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APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
- Refer to the legal opinion by the Group's PRC legal adviser, Henan Shensheng Law Firm (河南申慎律師事務所), dated 6 June 2025, regarding the legal title of the property, which contains, inter alia, the followings:
i. the land use right of property is legally held by Luoyang Hongjin;
ii. all land premium has been fully settled by Luoyang Hongjin; and
iii. the land use right is free from any mortgage or third parties' encumbrance;
iv. in case the owner change land usage nor transfer the land use right in the market without application, the land authority may repossess the land; and
v. current occupancy or tenancy of the properties is comply with the permitted land usage.
- We have identified various relevant comparable which satisfied the criteria on time, usage, condition and location.
Below are selected comparable tables:
Shop:
| Comparables | A | B | C |
|---|---|---|---|
| Address | Shop unit at Jinyan Logistics Center, Jingwu Road | Shop unit at Chundu Road Wholesale Food Market, 53 Chundu Road | Shop unit at Hongjin Agricultural Wholesale Market, west of Luoji Expressway |
| Date of Asking | March 2025 | June 2025 | April 2025 |
| Approximate gross floor area (sq.m.) | 81.00 | 39.00 | 40.00 |
| Asking rent (RMB/month) | 3,240 | 1,248 | 1,000 |
| Unit rental (RMB/sq.m./month) | 40.00 | 32.00 | 25.00 |
We have compared the factors and made adjustments on asking discount, location, size and condition. A downward adjustment is made to the asking rent to account for the negotiated discount. For location, a downward adjustment is made to reflect a better location for comparables. A downward adjustment on unit rental is made for increase in size to reflect the marketability and affordability of the total amount, and vice versa. For condition, a downward adjustment on unit rental is made for better interior and facilities.
After making the above due adjustments, the 3 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB27.41 per sq.m. per month on the basis of gross floor area.
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APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
PROPERTIES PARTICULARS AND OPINION OF VALUE
| Property | Description and tenure | Particulars of occupancy | Market Value as at 30 April 2025
RMB |
| --- | --- | --- | --- |
| 2. Various buildings and structure located at Henan Puyang Hong-Jin Agri-Products International Logistics Centre, Area No.033, No.112 Street, Puyang City, Henan Province, the PRC (位於中華人民共和國河南省濮陽市112街道033街坊濮陽宏進農副產品國際物流中心之若干房屋和建築物) | The properties comprises various office, cold storages and sheds erected with an agricultural wholesale market completed in about 2004.
Total gross floor area of the properties are approximately 14,263.40 sq.m. (153,530 sq.ft.).
Please refer to note No.2 for details of the properties. | The properties are occupied for office, storage and commercial use. | No commercial value (see note No.3 below) |
Notes:
-
Pursuant to three tenancy agreements between Puyang Hongjin and 濮陽高新區王助鄉前南旺村村民委員會, three parcels of land with total site area of 101,907.18 sq.m. (site area of 23,840.12 sq.m., 57,133.62 sq.m. and 20,933.44 sq.m. respectively) are tenanted to Puyang Hongjin from 1 October 2008 to 30 September 2037 for wholesale market use.
-
Details of the properties are as below:
| Zone. | Block No. | Approximately Gross Floor Area (sq.m.) |
|---|---|---|
| 4 | Cold Storage | 1,207.70 |
| 5 | Market Office | 961.60 |
| 6 | Cold Storage 1 | 1,440.10 |
| 6 | Cold Storage 2 | 540.80 |
| 8 | Cold Storage | 1,110.00 |
| 9 | Cold Storage 2 | 919.80 |
| 9 | Cold Storage 3 | 406.18 |
| 10 | Cold Storage 1 | 1,123.19 |
| 10 | Cold Storage 2 | 740.25 |
| 12 | Cold Storage 1 | 427.68 |
| 15 | Shed 4 | 4,442.10 |
| / | Sales Center | 944.00 |
| Total | 14,263.40 |
APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
- As advised, the properties are not granted with valid property title therefore there are not any real estate title certificate, we have attributed no commercial value to the Properties as the Properties can not be freely transferred in the open market.
For reference purpose only, assumed the properties are legally held by Puyang Hongjin and free from any mortgage or third parties' encumbrances, Puyang Hongjin is entitled to freely transfer the properties in the market, the market value of the properties as at the Valuation Date is at RMB35,200,000.00.
- We have identified various relevant comparable which satisfied the criteria on time, usage, condition and location.
Below are selected comparable tables:
Office:
| Comparables | A | B | C | D |
|---|---|---|---|---|
| Address | Office unit at CrowdSpace, 481 East Huanghe Road | Office unit at Rising Times, 72 Lido Road | Office unit at Harbourfront Mansion, Kai Chau Middle Road | Office unit at Rongwei City Plaza, Pu Shang North Road |
| Date of Asking | May 2025 | April 2025 | May 2025 | March 2025 |
| Approximate gross floor area (sq.m.) | 500.00 | 210.32 | 200.00 | 275.00 |
| Asking rent (RMB/month) | 12,500 | 5,000 | 4,500 | 6,666 |
| Unit rental (RMB/sq.m./month) | 25.00 | 23.77 | 22.50 | 24.24 |
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APPENDIX II
VALUATION REPORT OF THE LEASED ASSETS
Cold Storage:
| Comparables | A | B | C |
|---|---|---|---|
| Address | Cold Storage unit at Zhangzhuang Town | Cold Storage unit at Lane 16, Wai Wah Avenue North | Cold Storage unit at Pak Wah Farmers Market, West end of Construction Road |
| Date of Asking | April 2025 | March 2025 | May 2025 |
| Approximate gross floor area (sq.m.) | 2,000.00 | 20.00 | 24.00 |
| Asking rent (RMB/month) | 60,000 | 1,000 | 1,200 |
| Unit rental (RMB/sq.m./month) | 30.00 | 50.00 | 50.00 |
Shop:
| Comparables | A | B | C |
|---|---|---|---|
| Address | Shop unit at Pu Dong Agricultural Market, Wu Yi Road | Shop unit at Weihe Market, 449 Victory Middle Road | Shop unit at Oriental International Trade Market, Renqiu Road |
| Date of Asking | May 2025 | May 2025 | April 2025 |
| Approximate gross floor area (sq.m.) | 220.00 | 30.00 | 30.00 |
| Asking rent (RMB/month) | 3,333 | 1,080 | 1,500 |
| Unit rental (RMB/sq.m./month) | 15.15 | 36.00 | 50.00 |
We have compared the factors and made adjustments on asking discount, size, location and condition. A downward adjustment is made to the asking rent to account for the negotiated discount. For location, a downward adjustment is made to reflect a better location for comparables. A downward adjustment on unit rental is made for increase in size to reflect the marketability and affordability of the total amount, and vice versa. For condition, a downward adjustment on unit rental is made for better interior and facilities.
After making the above due adjustments, for office, the 4 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB18.37 per sq.m. per month on the basis of gross floor area. For cold storage, the 3 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB33.62 per sq.m. per month on the basis of gross floor area. For shop, the 3 adjusted unit rental are assigned with the same weight and represent a weighted average of approximately RMB18.14 per sq.m. per month on the basis of gross floor area.
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APPENDIX III
GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
2. DISCLOSURE OF INTERESTS
(a) Interests of Directors
Save as disclosed below, as at the Latest Practicable Date, none of the Directors or chief executive of the Company and/or any of their respective associates had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (b) which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, to be notified to the Company and the Stock Exchange.
Long positions in the Shares:
| Name of Director | Nature of interest | Total Number of Shares and underling Shares involved | Approximate percentage of the Company's total issued Shares (Note a) % |
|---|---|---|---|
| Mr. Tang Ching Ho (“Mr. Tang”) | Interest of controlled corporation | 5,682,514,594 | |
| (Note b) | 57.09 | ||
| Mr. Leung Sui Wah, Raymond (“Mr. Leung”) | Beneficial owner | 50,000,000 | |
| (Note c) | 0.50 |
APPENDIX III
GENERAL INFORMATION
| Name of Director | Nature of interest | Total Number of Shares and underling Shares involved | Approximate percentage of the Company’s total issued Shares (Note a) % |
|---|---|---|---|
| Mr. Wong Ka Kit (“Mr. Wong”) | Beneficial owner | 25,000,000 | |
| (Note d) | 0.25 | ||
| Ms. Luo Xu Ying (“Ms. Luo”) | Beneficial owner | 6,000,000 | |
| (Note e) | 0.06 |
Notes:
(a) The percentage(s) were disclosed pursuant to the relevant disclosure form(s) filed under the SFO as at the Latest Practicable Date.
(b) Pursuant to the disclosure of interests form published on the website of the Stock Exchange, among of the 5,682,514,594 Shares, 2,007,700,062 Shares were held by Onger Investments Limited (“Onger Investments”) and 3,674,814,532 Shares were held by Rich Time Strategy Limited (“Rich Time”). Each of Onger Investments and Rich Time was directly wholly-owned by Wang On Enterprises (BVI) Limited (“WOE”), which is in turn directly wholly-owned by WOG which was owned as to approximately 42.80% by Mr. Tang, together with his associates including Accord Power Limited (of which Mr. Tang is a director), which is indirectly wholly-owned by Alpadis Trust (HK) Limited in its capacity as the trustee of Tang’s Family Trust. Alpadis Trust (HK) Limited was taken to be interested in those shares held by Accord Power Limited. Alpadis Group Holding AG was held by Alain ESSEIVA as to 82%. Accordingly, Alain ESSEIVA was taken to be interested in those shares in which Alpadis Group Holding AG was interested. Vanessa Teo ESSEIVA is the spouse of Alain ESSEIVA and was therefore taken to be interested in those shares in which Alain ESSEIVA was interested. Alpadis Trust (HK) Limited was the trustee of Tang’s Family Trust. Alpadis Trust (HK) Limited was owned as to 20% by each of Raysor Limited, AGH Invest Ltd., AGH Capital Ltd., Alpadis (Hong Kong) Limited and Alpadis Group Holding AG (each of Raysor Limited, AGH Invest Ltd., AGH Capital Ltd. and Alpadis (Hong Kong) Limited was wholly-owned by Alpadis Group Holding AG).
(c) Pursuant to the disclosure of interests form published on the website of the Stock Exchange, Mr. Leung held 50,000,000 underlying Shares as at the Latest Practicable Date, representing interests in share options granted to the Director under the share option scheme of the Company to subscribe for the Shares.
(d) Pursuant to the disclosure of interests form published on the website of the Stock Exchange, Mr. Wong held 25,000,000 underlying Shares as at the Latest Practicable Date, representing interests in share options granted to the Director under the share option scheme of the Company to subscribe for the Shares.
(e) Pursuant to the disclosure of interests form published on the website of the Stock Exchange, Ms. Luo held 6,000,000 underlying Shares as at the Latest Practicable Date, representing interests in share options granted to the Director under the share option scheme of the Company to subscribe for the Shares.
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APPENDIX III
GENERAL INFORMATION
Interest in the shares and underlying shares of associated corporations of the Company:
| Name of Director | Name of associated corporation | Nature of interest | Total number of shares involved (note b) | Approximate percentage of the associated corporation’s total issued shares (note a) % |
|---|---|---|---|---|
| Mr. Tang | WYT | Interest of controlled corporation | 810,322,940 | 72.02 |
| WOP | Interest of controlled corporation | 11,400,000,000 | 75.00 | |
| WOG | Beneficial Owner | 28,026,339 | ||
| Interest of spouse | 28,026,300 | |||
| Interest of controlled corporation | 1,017,915,306 | |||
| Founder of a discretionary trust | 4,989,928,827 | |||
| Total | 6,063,896,772 | 42.80 |
Notes:
(a) The percentage(s) were disclosed pursuant to the relevant disclosure form(s) filed under the SFO as at the Latest Practicable Date.
(b) With reference to note (b) above, as at the Latest Practicable Date, 810,322,940 shares of WYT were held by Rich Time; 11,400,000,000 shares of WOP were held by Earnest Spot Limited (a direct wholly-owned subsidiary of WOE). Amongst the 1,017,915,306 shares of WOG held under interest of controlled corporation, 531,000,000 shares were held by Billion Trader Investments Limited (a direct wholly-owned subsidiary of Loyal Fame International Limited which is in turn a direct wholly-owned subsidiary of Easy One Financial Group Limited (“Easy One”) and 486,915,306 shares were held by Caister Limited (a company wholly owned by Mr. Tang). Easy One was a direct wholly-owned subsidiary of Caister Limited.
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APPENDIX III
GENERAL INFORMATION
(b) Persons who have interests or short positions in the Shares or underlying Shares which is discloseable under Divisions 2 and 3 of Part XV of the SFO
Save as disclosed below and in this circular, no person (other than a Director or chief executive of the Company) had, or were deemed or taken to have interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO as at the Latest Practicable Date:
Long positions in the Shares
| Name of Shareholders | Capacity | Number of Shares | Approximate percentage of the Company’s total issued share capital (Note a) |
|---|---|---|---|
| WOG | Interest of controlled corporation (Note b) | 5,682,514,594 | 57.09 |
| Ms. Yau Yuk Yin | Interest of spouse (Note c) | 5,682,514,594 | 57.09 |
Notes:
(a) The percentages were disclosed pursuant to the relevant disclosure forms filed under the SFO as at the Latest Practicable Date.
(b) Pursuant to the disclosure of interests form published on the website of the Stock Exchange, among of the 5,682,514,594 Shares, 2,007,700,062 Shares were held by Onger Investments and 3,674,814,532 Shares were held by Rich Time. Each of Onger Investments and Rich Time was directly wholly-owned by WOE, which is in turn directly wholly-owned by WOG.
(c) Pursuant to the disclosure of interests form published on the website of the Stock Exchange, Ms. Yau Yuk Yin was taken to be interested in the 5,682,514,594 Shares in which her spouse, Mr. Tang, was deemed to be interested under the SFO.
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APPENDIX III
GENERAL INFORMATION
As at the Latest Practicable Date, save as disclosed below and in this circular, none of the Directors or proposed Directors was a director or employee of a company which had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:
| Name of Director | Name of company which had such discloseable interest or short position | Position with such company |
|---|---|---|
| Mr. Tang | WOG | director |
3. COMPETING INTERESTS OF DIRECTORS AND CLOSE ASSOCIATES
As at the Latest Practicable Date, to the best knowledge and belief of the Directors after having made all reasonable enquiries, none of the Directors and their respective close associates were considered to have any interests in businesses which competed or were likely to compete, either directly or indirectly, with the businesses of the Group that need to be disclosed pursuant to Rule 8.10 of the Listing Rules.
4. DIRECTORS' INTERESTS IN THE GROUP'S ASSETS AND CONTRACTS
As at the Latest Practicable Date, none of the Directors or their respective associates had any interest, direct or indirect, in any assets which have been, since 31 March 2024 (being the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.
As at the Latest Practicable Date, none of the Directors was materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Group.
5. DIRECTORS' SERVICE CONTRACT
As at the Latest Practicable Date, none of the Directors has a service contract with any member of the Group which was not determinable by the Group within one year without payment of compensation (other than statutory compensation).
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APPENDIX III
GENERAL INFORMATION
6. LITIGATION
As at the Latest Practicable Date, no member of the Group was engaged in any litigation, claim or arbitration of material importance and there was no litigation, claim or arbitration of material importance known to the Directors to be pending or threatened against any member of the Group.
7. MATERIAL CONTRACTS
Within the two years immediately preceding the date of this circular and up to the Latest Practicable Date, the following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group which are or may be material:
(a) the capital reduction agreement dated 30 May 2025 entered into between Century Choice Limited 龍群有限公司 (“Century Choice”), a wholly-owned subsidiary of the Company, and Yulin Investment Group Co., Ltd (玉林投資集團有限公司) in respect of the reduction of Century Choice’s equity interest in Yulin Hongjin Agricultural By-products Wholesale Marketplace Limited (玉林宏進農副產品批發市場有限公司) at a total consideration of RMB24.69 million (equivalent to approximately HK$26.58 million), the details of which are set out in the joint announcement of the Company and WOG dated 30 May 2025;
(b) the Sale and Leaseback Agreement I;
(c) the Sale and Leaseback Agreement II;
(d) the conditional sale and leaseback agreement dated 2 January 2025 entered into between Haier and Luoyang Hongjin in respect of the sale and leaseback of certain assets between Haier and Luoyang Hongjin at a sale price of RMB51.0 million, the details of which are set out in the joint announcement of the Company and WOG dated 2 January 2025;
(e) the conditional sale and purchase agreement dated 13 December 2024 entered into between Wang On Commercial Management Limited (as the vendor), WOG (as the guarantor of the vendor), Gain Bravery Limited 得驍有限公司 (as the purchaser) and the Company (as the guarantor of the purchaser) pursuant to which the vendor conditionally agreed to sell the entire issued share capital of Regal Smart Investment Limited 偉駿投資有限公司 (“Regal Smart”) to the purchaser and assign the shareholder’s loan owned by Regal Smart to the vendor to the purchaser at a
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APPENDIX III
GENERAL INFORMATION
consideration of HK$150 million, the details of which are set out in the joint announcement of the Company and WOG dated 13 December 2024 and the circular of the Company dated 24 January 2025;
(f) the dealer agreement dated 11 July 2024 entered into between the Company and Wang On Securities Limited (formerly known as Wing On Securities Limited) in relation to the establishment of the proposed medium term note programme with respect to the issuance of unsecured fixed interest rate notes in registered form of up to HK$1,000,000,000 of the Company as well as the appointment of Wang On Securities Limited as arranger and dealer for a term not exceeding three years in relation thereto, the details of which are set out in the announcement dated 11 July 2024 and the circular dated 1 August 2024 issued by the Company; and
(g) the conditional sale and purchase agreement dated 25 May 2024 entered into among Grandwick Limited 偶域有限公司 (the "Vendor"), 淮安市清江浦融豐農業開發有限公司 (Huai'an Qingjiangpu Rongfeng Agricultural Development Co., Ltd.) (the "Purchaser"), 淮安宏進農副產品物流有限公司 (Huai'an Hongjin Agricultural By-Products Logistics Co., Ltd.) (the "Target Company") and 淮安市宏進清江農副產品批發市場有限公司 (Huai'an Hongjin Qingjiang Agricultural and By-Products Wholesale Market Co., Ltd.) pursuant to which the Vendor conditionally agreed to dispose 100% of the equity interests in the Target Company to the Purchaser at the initial consideration of approximately RMB28.9 million, subject to adjustments, the details of which are set out in the joint announcement of the Company and WOG dated 25 May 2024 and the circular of the Company and WOG dated 17 June 2024.
8. EXPERT AND CONSENT
The following are the qualification of the expert who has given opinion and advice, which is contained in this circular:
| Name | Qualification |
|---|---|
| RHL Appraisal Limited | Independent Professional Valuer |
As at the Latest Practicable Date, the expert referred to above (i) had no shareholding in any member of the Group and did not have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (ii) had no direct or indirect interest in any assets which had been, since 31 March 2024 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired, disposed of by, or leased to any member of the Group, or were proposed to be acquired,
APPENDIX III
GENERAL INFORMATION
disposed of by, or leased to any member of the Group; and (iii) has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and the reference to its name included herein in the form and context in which it appears.
9. GENERAL
(a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The head office and principal place of business of the Company in Hong Kong is at Suite 3202, 32/F., Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong.
(b) The company secretary of the Company is Ms. Ng Yee Man, Fiona. She is a fellow member of The Association of Chartered Certified Accountants, The Hong Kong Chartered Governance Institute and The Chartered Governance Institute, and an associate member of The Hong Kong Institute of Certified Public Accountants.
(c) The share registrar and transfer office of the Company in Hong Kong is Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
(d) The English texts of this circular shall prevail over their Chinese texts in case of inconsistencies.
10. DOCUMENTS ON DISPLAY
Copies of the following documents are available on the Stock Exchange's website at www.hkexnews.hk and on the Company's website at www.cnagri-products.com for a period of 14 days from the date of this circular:
(a) the Sale and Leaseback Agreement I;
(b) the Sale and Leaseback Agreement II;
(c) the valuation report of the Leased Assets prepared by RHL Appraisal Limited as set out in Appendix II to this circular; and
(d) the letter of consent from the expert as referred to in the paragraph headed "8. Expert and Consent" in this appendix.
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