THIS CIRCULAR IS IMPORTANT AND REQUEST 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 stockbroker, licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in C&D International Investment Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
C&D INTERNATIONAL INVESTMENT GROUP LIMITED
建 發 國 際 投 資 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1908)
DISCLOSEABLE AND CONNECTED TRANSACTION
IN RELATION TO THE ACQUISITION OF
- 90% EQUITY INTERESTS OF CHANGSHA ZHAOXIANG; AND
- 100% EQUITY INTERESTS OF XIAMEN ZHAODINGLONG
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Independent Financial Adviser to the Independent Board Committee
and the Independent Shareholders
A notice convening the EGM to be held at Office No. 3517, 35th Floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong on Friday, 3 December 2021 at 3:00 p.m. is set out on pages N-1 to N-4 of this circular.
A form of proxy for use by the Shareholders at the EGM is enclosed with this circular for despatch to the Shareholders. Whether or not you intend to attend and/or vote at the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time specified for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
11 November 2021
CONTENTS | |
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . | IBC-1 |
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . | IFA-1 |
APPENDIX I - VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | I-1 |
APPENDIX II - STATUTORY AND GENERAL INFORMATION . . . . . . . . . . . . . . | II-1 |
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . | N-1 |
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | N-5 |
- i -
DEFINITIONS
In this circular, unless otherwise defined, the following expressions have the following meanings:
''Aggregated Transactions''
''associate(s)''
''Board''
''Changsha Land''
''Changsha Zhaoxiang''
''Changsha Zhaoxiang Equity Transfer Agreements''
''Company''
''Confirmation Letter''
''connected person(s)''
''controlling shareholder(s)''
DEFINITIONS | |
''Cooperation Agreement'' | the cooperation agreement entered into among Xiamen |
Zhaochengyao, Xiamen Guoji Xintuo, Fujian Zhaofeng, | |
C&D Jiarun and Xiamen Liyuan on 13 August 2021, | |
pursuant to which, among other things, C&D Jiarun and | |
Xiamen Liyuan agreed to sell and the joint venture agreed | |
to purchase 100% equity interests in Fujian Zhaofeng | |
''C&D Inc.'' | Xiamen C&D Inc.* (廈門建發股份有限公司), a controlling |
shareholder which held approximately 60.53% of the issued | |
share capital of the Company as at the Latest Practicable | |
Date | |
''C&D Jiarun'' | Xiamen C&D Jiarun City Construction Investment |
Company Limited* (廈門建發嘉潤城市建設投資有限公司), | |
a company established in the PRC with limited liability | |
''C&D Real Estate'' | C&D Real Estate Corporation Limited* (建發房地產集團有 |
限公司) , a c o n t r o l l i n g s h a r e h o l d e r w h i c h h e l d | |
approximately 60.53% of the issued share capital of the | |
Company as at the Latest Practicable Date | |
''C&D Vehicle'' | Xiamen C&D Vehicle Company Limited* (廈門建發汽車有 |
限公司), a company established in the PRC with limited | |
liability | |
''Director(s)'' | the director(s) of the Company |
''EGM'' | an extraordinary general meeting to be held at Office No. |
3517, 35th Floor, Wu Chung House, 213 Queen's Road | |
East, Wanchai, Hong Kong on Friday, 3 December 2021 at | |
3:00 p.m. or any adjournment thereof (as the case may be), | |
to approve, among other things, the Equity Transfer | |
Agreements and the transactions contemplated thereunder | |
''Equity Transfer Agreements'' | the Changsha Zhaoxiang Equity Transfer Agreements and |
the Xiamen Zhaodinglong Equity Transfer Agreements | |
''Fujian Puhe'' | Fujian Puhe Accountant Company Limited* (福建普和會計 |
師事務所有限公司) | |
''Fujian Zhaofeng'' | Fujian Zhaofeng Real Estate Company Limited* (福建兆豐 |
房地產有限公司), a company established in the PRC with | |
limited liability | |
''Group'' | the Company and its subsidiaries |
''HK$'' | Hong Kong dollars, the lawful currency of Hong Kong |
- 2 -
DEFINITIONS | |
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC |
''Independent Board | an independent Board committee comprising all the |
Committee'' | independent non-executive Directors, which has been |
formed to advise the Independent Shareholders on the | |
Equity Transfer Agreements and the transactions | |
contemplated thereunder | |
''Independent Financial | DL Securities (HK) Limited, a licensed corporation |
Adviser'' or ''DL Securities'' | permitted to carry on Type 1 (dealing in securities), Type 4 |
(advising on securities) and Type 6 (advising on corporate | |
finance) regulated activities under the SFO, being the | |
independent financial adviser appointed for the purpose of | |
advising the Independent Board Committee and the | |
Independent Shareholders as to the Equity Transfer | |
Agreements and the transactions contemplated thereunder | |
''Independent Property Valuer'' | Cushman & Wakefield Limited, an independent property |
or ''C&W'' | valuer |
''Independent Shareholder(s)'' | Shareholder(s) who, under the Listing Rules, is/are not |
required to abstain from voting for the resolutions | |
approving the Equity Transfer Agreements and the | |
transactions contemplated thereunder | |
''Lands'' | the Changsha Land and the Shanghai Land |
''Latest Practicable Date'' | 3 November 2021, being the latest practicable date prior to |
the printing of this circular for ascertaining certain | |
information contained therein | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
''PRC'' | the People's Republic of China, which for the purpose of |
this circular, excludes Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan |
- 3 -
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