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.
* (incorporated in Bermuda with limited liability) (stock code: 1176)
ANNOUNCEMENT IN RELATION TO THE SALE AND PURCHASE OF THE HAILIAN BUILDING
The Board is pleased to announce that on 22 January 2014, Guangdong Hailian as the vendor, and PingAn Bank as the purchaser, entered into the SP Agreement in relation to the Sale at a total consideration of approximately RMB2,026,549,000 (equivalent to approximately HK$2,575,946,000).
The Group is principally engaged in property development, property investment and property rental activities in the PRC. The Sale was a transaction of a revenue nature in the ordinary and usual course of business of the Company. Accordingly, the Sale does not constitute a notifiable transaction of the Company under the Listing Rules.
Reference is made to the announcement ("Announcement") of Zhuguang Holdings Group Company Limited
(the "Company", together with its subsidiaries, the "Group") dated 26 August 2013, in relation to the possible sale by J!Jlll�:kIl:-AIR0l (in English, for identification purpose, Guangdong Hailian Building Co.,
Ltd.) ("Guangdong Hailian"), a non-wholly-owned subsidiary of the Company, of certain commercial units and car park units of the commercial building named�lll �:kIlJ(in English, for identification purpose,
Hailian Building) ("Hailian Building") located at lot A2-1, Zhujiang New Town, Tianhe District, Guangzhou, the People's Republic of China ("PRC"). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.
* For identification purposes only
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THE SALE
The Board is pleased to announce that on 22 January 2014, Guangdong Hailian as the vendor, and PingAn Bank as the purchaser, entered into the sale and purchase agreement ("SP Agreement") in relation to the sale ("Sale") of certain commercial units ("Commercial Units") with a total gross floor area of approximately
39,803 square meters and 193 car park units ("Car Park Units", together with Commercial Units, the "Target Units") of the Hailian Building at a total consideration ("Consideration") of approximately RMB2,026,549,000 (equivalent to approximately HK$2,575,946,000). Among the Consideration, approximately RMB1,938,499,000 (equivalent to approximately HK$2,464,026,000) was attributable to the Commercial Units ("Commercial Units Consideration") and approximately RMB88,050,000 (equivalent to approximately HK$111,920,000) was attributable to the Car Park Units ("Car Park Units Consideration").
The Commercial Units Consideration shall be payable by PingAn Bank to Guangdong Hailian in the following manner:
1. a sum of approximately RMB581,550,000 shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) the obtaining of the pre-sale permit for the Commercial Units; and
(b) the completion of the procedure in relation to the signing of the sale and purchase agreement (pre- sale) of commercial units of Guangzhou City over the internet at J!•n�±�illfm��J�
(in English, for identification purpose, Land Resources and Housing Administrative Department of
Guangzhou City).
2. a sum of approximately RMB581,550,000 shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) the completion of the preliminary registration with J!•nm-tlJI(��rAL (in English, for identification purpose, Real Estate Transaction Registration Bureau) of the sale of the Commercial Units by Guangdong Hailian to PingAn Bank and the obtaining of the certified true copy of the relevant registration certificate by PingAn Bank; and
(b) PingAn Bank having received the second stage payment notice issued by Guangdong Hailian.
3. a sum of approximately RMB290,775,000 shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) the Target Units having passed the fire inspection check and the obtaining of the certified true copy of the relevant inspection report by PingAn Bank; and
(b) PingAn Bank having received the third stage payment notice issued by Guangdong Hailian.
4. a sum of approximately RMB193,850,000 shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) the Target Units having passed the construction consolidated inspection and the obtaining of the certified true copy of the relevant inspection report by PingAn Bank; and
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(b) PingAn Bank having received the fourth stage payment notice issued by Guangdong Hailian.
5. a sum of approximately RMB193,850,000 shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) the completion of the initial registration of the Commercial Units under the name of Guangdong Hailian and PingAn Bank having received the certified true copy of the relevant registration certificate; and Guangdong Hailian having delivered the Commercial Units to PingAn Bank for its use in accordance with the terms of the SP Agreement;
(b) Guangdong Hailian having formally applied to, and such application being formally accepted by,
J!•nm-tlJI(��rAL (in English, for identification purpose, Real Estate Transaction
Registration Bureau) in relation to the transfer of the ownership of the Commercial Units from
Guangdong Hailian to PingAn Bank; and
(c) PingAn Bank having received the fifth stage payment notice issued by Guangdong Hailian.
6. a sum of approximately RMB96,925,000 shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) PingAn Bank having obtained the property ownership certificate in relation to the Commercial
Units; and
(b) PingAn Bank having received the sixth stage payment notice issued by Guangdong Hailian.
The Car Parks Units Consideration shall be payable by PingAn Bank to Guangdong Hailian in the following manner:
1. a sum of approximately RMB44,025,000 (being approximately 50% of the Car Park Units Consideration)
shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) Guangdong Hailian having delivered the Car Park Units to PingAn Bank for its use in accordance with the terms of the SP Agreement;
(b) the completion of the initial registration of the Car Park Units under the name of Guangdong Hailian and PingAn Bank having received the certified true copy of the relevant registration certificate;
(c) Guangdong Hailian and PingAn Bank having completed the procedure in relation to the signing of the sale and purchase agreement (first-hand sale) of commercial units of Guangzhou City over the internet;
(d) Guangdong Hailian having formally applied to, and such application being formally accepted by,
J!•nm-tlJI(��rAL (in English, for identification purpose, Real Estate Transaction
Registration Bureau) in relation to the transfer of the ownership of the Car Park Units from
Guangdong Hailian to PingAn Bank; and
(e) PingAn Bank having received the first stage payment notice issued by Guangdong Hailian.
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2. a sum of approximately RMB44,025,000 (being approximately 50% of the Car Park Units Consideration)
shall be payable within 20 business days upon the fulfillment of the following conditions:
(a) PingAn Bank having received the property ownership certificate in relation to the Car Park Units;
and
(b) PingAn Bank having received the second stage payment notice issued by Guangdong Hailian.
As the Hailian Building is still under construction, the Consideration was determined between Guangdong Hailian and PingAn Bank with reference to, among other factors, the gross floor area of the Hailian Building as set out in the pre-sale permit of the Hailian Building and is subject to adjustment in accordance with the gross floor area of the Hailian Building as set out in the property ownership certificate of the Hailian Building as available upon completion of the construction of the Hailian Building.
The Target Units are expected to be delivered to PingAn Bank in the fourth quarter of 2015.
The Group is principally engaged in property development, property investment and property rental activities in the PRC. The Sale was a transaction of a revenue nature in the ordinary and usual course of business of the Company. Accordingly, the Sale does not constitute a notifiable transaction of the Company under the Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
On behalf of the Board
Chairman
In this announcement, for the purpose of illustration only, amounts quoted in RMB have been converted into HK$ at the rate of RMB1.00 to HK$1.2711. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.
Hong Kong, 23 January 2014
As at the date of this announcement, the Board comprises, Mr. Chu Hing Tsung (alias Mr. Zhu Qing Yi) (Chairman and Chief Executive Officer), Mr. Liao Tengjia, Mr. Chu Muk Chi (alias Mr. Zhu La Yi) and Mr. Huang Jia Jue as executive Directors and Mr. Leung Wo Ping JP, Mr. Law Shu Sang Joseph and Mr. Wong Chi Keung as
independent non-executive Directors.
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