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 ENTERING INTO OF THE COOPERATION AGREEMENT
(AS AMENDED BY THE CONFIRMATION LETTER)
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Independent Financial Advisor 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, 12 November 2021 at 3:00 p.m. is set out on pages N-1 to N-3 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.
22 October 2021
CONTENTS | |
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . | IBC-1 |
LETTER FROM THE INDEPENDENT FINANCIAL ADVISOR . . . . . . . . . . . . . . . . . | 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-4 |
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DEFINITIONS
In this circular, unless otherwise defined, the following expressions have the following meanings:
''Aggregated Transactions''
''associate(s)'' ''Board'' ''C&D Jiarun''
''C&D Real Estate''
''Company''
''Confirmation Letter''
''connected person(s)''
''controlling shareholder(s)'' ''Cooperation Agreement''
''Director(s)''
DEFINITIONS | |
''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, 12 November 2021 | |
at 3:00 p.m. or any adjournment thereof (as the case may | |
be), to approve, among other things, the Cooperation | |
Agreement (as amended by the Confirmation Letter) and | |
the transactions contemplated thereunder | |
''Fujian Puhe'' | Fujian Puhe Certified Public Accountants 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 |
''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 | |
Cooperation Agreement (as amended by the Confirmation | |
Letter) and the transactions contemplated thereunder | |
''Independent Financial | Euto Capital Partners Limited, a licensed corporation |
Advisor'' or ''Euto Capital'' | permitted to carry on Type 6 regulated activity under the |
SFO, being the independent financial advisor appointed for | |
the purpose of advising the Independent Board Committee | |
and the Independent Shareholders as to the Cooperation | |
Agreement (as amended by the Confirmation Letter) 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 resolution approving | |
the Cooperation Agreement (as amended by the | |
Confirmation Letter) and the transactions contemplated | |
thereunder | |
''Joint Venture'' | Fujian Zhaoheng Property Development Company Limited* |
(福建兆恒房地產開發有限公司), a company established in | |
the PRC with limited liability |
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DEFINITIONS | |
''Land'' | the land parcel located at south of Guihua Seventh Road* |
(規劃七路) and the west of Jiaomei Avenue* (角美大道), | |
Zhangzhou* (漳州), Fujian Province, the PRC, with a site | |
area of approximately 36,790 sq.m. and an estimated plot | |
ratio floor area of not more than approximately 95,654 | |
sq.m. for urban residential and retail commercial use | |
''Latest Practicable Date'' | 15 October 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 | |
''Previous Transactions'' | the transactions announced by the Company on 7 May |
2021, whereby Yi Yue and Xiamen Zhaoyirong entered into | |
the Zhuzhou Yuefa Equity Transfer Agreements with C&D | |
Real Estate, pursuant to which C&D Real Estate agreed to | |
sell and Yi Yue and Xiamen Zhaoyirong agreed to purchase | |
95% and 5% equity interests in Zhuzhou Yuefa, | |
respectively | |
''RMB'' | Renminbi, the lawful currency of the PRC |
''SFO'' | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong), as amended from time to time | |
''Share(s)'' | the ordinary share(s) of HK$0.1 each of the Company |
''Shareholder(s)'' | holder(s) of the Share(s) |
''sq.m.'' | square meter |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
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