By 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.
(Stock Code: 872)
DISCLOSABLE TRANSATION IN RELATION TO ACQUISITION OF PROPERTY IN BEIJING
The Board is pleased to announce that on 8 January 2013 (after trading hours), the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendor entered into the Sale and Purchase Agreement in relation to the sale and purchase of the Property. Pursuant to the Sale and Purchase Agreement, the Purchaser agreed to purchase the Property at the Consideration of approximately RMB26.1 million (equivalent to approximately HKD32.4 million).
The Acquisition constitutes a discloseable transaction on the part of the Company under
Chapter 14 of the Listing Rules as the relevant percentage ratio exceeds 5% but less than
25%.
Parties: | (1) | Vendor: | Elmira Shipping and Trading S.A.; and |
(2) | Purchaser: | Beijing Jinheng Great Idea Automotive Electronic Systems Co., Ltd., an indirect wholly-owned subsidiary of the Company |
The Vendor is a company incorporated in Liberia with limited liability and is principally engaged in the shipping and trading business. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are Independent Third Parties.
Property to be acquired
The Property is located at Unit 3507, Fortune Plaza, Building No.3 and No. 4, No.7 East 3rd
Ring Middle Road, Chaoyang District, Beijing, the PRC. The gross floor area is approximately
434.7 square feet. Approximately 369.3 square feet gross floor area within the Property is currently subject to an existing tenancy agreement at the monthly rental of RMB76,000. The tenancy will expire on 28 February 2013. The tenancy agreement will still be executed until its expiry date, and it is intended that such tenancy agreement will not be renewed after its expiration. To the best of the Directors' knowledge, information and belief, having made all
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reasonable enquiries, the existing tenant of the Property and its ultimate beneficial owners are
Independent Third Parties.
The Consideration is approximately RMB26.1 million (equivalent to approximately HKD32.4 million). The full amount will be deposited to the solicitor being engaged as an escrow agent by both Vendor and Purchaser jointly within three business days from the date of the Sale and Purchase Agreement and will be released to the Vendor in the following manner:
(a) within three days after the title transfer of the Property has been completed and the title of the Property is registered under the name of the Purchaser, the Purchaser should deliver a written notice to the solicitor, and the solicitor should then release 95% of the Consideration (i.e. approximately RMB24.8 million, equivalent to approximately HKD30.8 million) to the Vendor; and
(b) within three days after the vacant possession of the Property has been delivered to the Purchaser in according to the Sale and Purchase Agreement, the Purchaser and the Vendor should deliver a written notice to the solicitor, and the solicitor should then release the remaining 5% of the Consideration (i.e. approximately RMB1.3 million, equivalent to approximately HKD1.6 million) to the Vendor. Any Rental Reimbursement should be deducted from this amount and will be paid back to the Purchaser.
It is expected that the Consideration will be financed by cash from internal resources of the
Group.
The Consideration was arrived at after arm's length negotiations between the parties to the Sale and Purchase Agreement with reference to the current market price of the furnished properties similar to the Property in the same building and surrounding area in the neighbourhood.
CompletionWithin fifteen business days after the Purchaser deposited the Consideration to the solicitor, the Vendor and the Purchaser shall prepare and submit the documents to relevant government departments in related to the transfer of the title of the Property to the Purchaser. Completion shall take place at the time when the title of the Property is successfully transferred and registered under the name of the Purchaser (the date as indicated on the new property ownership certificate shall prevail), the Purchaser shall be responsible for all the related fees, risks and responsibilities and enjoy the corresponding rights in related to the Property, including but not limited to property management fees, energy cost, insurance, risk of loss, etc.
INFORMATION ON THE GROUPThe Company is an investment holding company and its subsidiaries are principally engaged in production and sales of automotive safety spare parts and other automotive products in the PRC.
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REASONS FOR AND BENEFITS OF THE ACQUISITION
Currently the Group only has a leased office in Beijing, and the Property will be used as the new PRC head office of the Group. The Board is of the view that the rental fee in Beijing will continuously increase in the coming years, and acquire a new property as the head office may minimize the rental expenses fluctuation risk and lower the overall expenses of the Group.
The Directors consider that the terms of the Acquisition are on normal commercial terms which are fair and reasonable and are in the interests of the Group and the Shareholders as a whole.
The Acquisition constitutes a discloseable transaction on the part of the Company under
Chapter 14 of the Listing Rules as the relevant percentage ratio exceeds 5% but less than 25%.
In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:
"Acquisition" | the acquisition of the Property pursuant to the Sale and Purchase Agreement |
"associate(s)" | has the meaning ascribed thereto in the Listing Rules |
"Board" | the board of Directors from time to time |
"Business Day(s)" | a day on which licensed banks in Hong Kong are open for normal banking business throughout their normal business hours (excluding Saturdays, Sundays and public holidays) |
"Company" | Jinheng Automotive Safety Technology Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange (stock code: 872) |
"Consideration" | the consideration of approximately RMB26.1 million (equivalent to approximately HKD32.4 million) payable to the Vendor for the sale and purchase and furnishing of the Property pursuant to the Sale and Purchase Agreement |
"connected person(s)" | has the meaning ascribed thereto in the Listing Rules |
"Directors" | the directors of the Company (including the independent non-executive directors) from time to time |
"Group" | the Company and its subsidiaries |
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"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Independent Third Party(ies)" | Independent third party(ies) not connected with the Company and its connected persons |
"Liberia" | The Republic of Liberia |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"PRC" | the People's Republic of China, and for the purpose of this announcement, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan |
"Property" | Unit 3507, Fortune Plaza, Building No.3 and No. 4, No.7 East 3rd Ring Middle Road, Chaoyang District, Beijing, the PRC |
"Purchaser" | Beijing Jinheng Great Idea Automotive Electronic Systems Co., Ltd., a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company |
"Rental Reimbursement" | the rental income in respect of the Property received by the Vendor on behalf of the Purchaser for the period from the date on which the title transfer of the Property has been completed in accordance with the Sale and Purchase Agreement to the date on which the vacant possession of the Property has been delivered to the Purchaser |
"Sale and Purchase Agreement" | the sale and purchase agreement dated 8 January 2013 and entered into between the Vendor and the Purchaser in relation to the Acquisition |
"Shareholders" | holders of the issued Shares from time to time |
"Share(s)" | share(s) of HK$0.01 each in the capital of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Vendor(s)" | Elmira Shipping and Trading S.A., a company incorporated in Liberia |
"HKD" | Hong Kong dollars, the lawful currency of Hong Kong |
"RMB" | Renminbi, the lawful currency of the PRC |
"%" | per cent. |
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Hong Kong, 8 January 2013
By order of the Board of
Chairman
For the purpose of this announcement, unless otherwise indicated, conversion of RMB into HK$ is calculated at the approximate exchange rate of RMB0.805 to HKD 1.00. This exchange rate is adopted for the purpose of 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.
As at the date of this announcement, the Board comprises Mr. Li Feng, Mr. Xing Zhanwu, Mr. Yang Donglin and Mr. Foo Tin Chung, Victor who are executive directors of the Company, Mr. Li Hong who is non-executive director of the Company and Mr. Hui Hung Kwan, Mr. Chen Li Zhou and Mr. Zhu Tong who are independent non-executive directors of the Company.
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