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.
CHINA EVERBRIGHT LIMITED
(incorporated in Hong Kong with limited liability)
(Stock code: 165)
DISCLOSEABLE TRANSACTION
IN RELATION TO THE LIMITED PARTNERSHIP AGREEMENT
SUMMARY
On 10 August 2020, the CEL Limited Partner (a wholly owned subsidiary of the Company) as a Limited Partner, Everbright Jiabao (a company whose A shares are listed on the Shanghai Stock Exchange) as a Limited Partner, the EBA Limited Partner (a non-wholly owned subsidiary of Everbright Jiabao) as a Limited Partner, Zhuhai Anjing as a Limited Partner and the General Partner (a non-wholly owned subsidiary of Everbright Jiabao) as the general partner of the Limited Partnership entered into the Limited Partnership Agreement. Pursuant to the Limited Partnership Agreement, the CEL Limited Partner, Everbright Jiabao, the EBA Limited Partner, Zhuhai Anjing and the General Partner committed to contribute RMB2,440 million, RMB1,500 million, RMB40 million, RMB20 million and RMB100,000, respectively, to the Limited Partnership.
The Directors (including the independent non-executive Directors) are of the view that the terms of the Limited Partnership Agreement are fair and reasonable, that the Limited Partnership Agreement is on normal commercial terms and in the ordinary and usual course of business of the Company, and that the Limited Partnership Agreement is in the interests of the Company and its Shareholders as a whole.
As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Limited Partnership Agreement are more than 5% but all are less than 25%, the entering into of the Limited Partnership Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
INTRODUCTION
The Board announces that on 10 August 2020, the CEL Limited Partner (a wholly owned subsidiary of the Company) as a Limited Partner, Everbright Jiabao (a company whose A shares are listed on the Shanghai Stock Exchange) as a Limited Partner, the EBA Limited Partner (a non-wholly owned subsidiary of Everbright Jiabao) as a Limited Partner, Zhuhai Anjing as a Limited Partner and the General Partner (a non-wholly owned subsidiary of Everbright Jiabao) as the general partner of the Limited Partnership entered into the Limited Partnership Agreement. Pursuant to the Limited Partnership Agreement, the CEL Limited Partner, Everbright Jiabao, the EBA Limited Partner, Zhuhai Anjing and the General Partner committed to contribute RMB2,440 million, RMB1,500 million, RMB40 million, RMB20 million and RMB100,000, respectively, to the Limited Partnership.
THE LIMITED PARTERNSHIP AGREEMENT
The principal terms of the Limited Partnership Agreement are as follows:
Date | : | 10 August 2020 | |
Parties | : | (i) | the General Partner, as the general partner of the Limited |
Partnership; | |||
(ii) | the CEL Limited Partner, as a Limited Partner; | ||
(iii) | Everbright Jiabao, as a Limited Partner; | ||
(iv) | the EBA Limited Partner, as a Limited Partner; and | ||
(v) | Zhuhai Anjing, as a Limited Partner. | ||
Purpose of the | : The Limited Partnership will invest in real estate projects, primarily in | ||
Limited | urban renewal projects, and will focus on investing in first-tier cities in the | ||
Partnership | PRC and second and third-tier cities in the PRC with a well-developed real | ||
estate market. | |||
Limited | : | The target size of the Limited Partnership is RMB4,000.1 million. | |
Partnership size | |||
and capital | On the date of this announcement, the respective capital commitments of | ||
commitments | the parties to the Limited Partnership Agreement are as follows: |
- the General Partner will contribute RMB100,000 in cash, representing approximately 0.0025% of the total capital commitment of the Limited Partnership as at the date of this announcement;
- the CEL Limited Partner will contribute RMB2,440 million in cash, representing approximately 60.9984% of the total capital commitments of the Limited Partnership as at the date of this announcement;
- Everbright Jiabao will contribute RMB1,500 million in cash, representing approximately 37.4991% of the total capital commitments of the Limited Partnership as at the date of this announcement;
- the EBA Limited Partner will contribute RMB40 million in cash, representing approximately 1% of the total capital commitments of the Limited Partnership as at the date of this announcement; and
- Zhuhai Anjing will contribute RMB20 million in cash, representing approximately 0.5% of the total capital commitments of the Limited Partnership as at the date of this announcement.
The respective capital commitments are payable as and when determined by the Executive Manager and the Executive Manager shall notify the respective Partner in accordance with the Limited Partnership Agreement at least 2 business days prior to the date the capital commitments are due and payable.
The amounts of such capital commitments were determined after arm's length negotiations between the parties with reference to the strategies and the anticipated capital requirement of the Limited Partnership.
The capital commitments to be contributed by the CEL Limited Partner will be funded from the internal cash resources of the Group.
According to the applicable accounting standard, upon the formation of the Limited Partnership, the financial results of the Limited Partnership will not be consolidated into the Group's financial statements.
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Investment period | : The term of the Limited Partnership is 20 years from the date of the business |
and term of the | license of the Limited Partnership, subject to any extension to be decided |
Limited | and approved in the Partners' meeting. |
Partnership | |
The investment period of the Limited Partnership is expected to be 5 years | |
from the date the first investment payment is made by the Limited | |
Partnership, where the Limited Partnership may make investments during | |
the first four years and exit the investments during the fifth year, unless | |
otherwise agreed by the investment committee of the Limited Partnership. | |
Management of | : All Partners agree that the General Partner shall be the Executive Manager |
the Limited | of the Limited Partnership to manage the affairs of the Limited Partnership. |
Partnership | The Executive Manager enjoys the exclusive right to manage the affairs of |
the Limited Partnership pursuant to the Limited Partnership Agreement and | |
the Partnership Enterprise Law of the PRC. | |
During the term of the Limited Partnership, the Executive Manager will be | |
entitled to annual base remuneration from the Limited Partnership equal to | |
0.5% of the amount of capital commitments of the relevant Partners which | |
remains outstanding. | |
Pursuant to the Limited Partnership Agreement, the Executive Manager | |
shall be removed in accordance with the terms of the Limited Partnership | |
Agreement if the Limited Partnership suffers material damages or assumes | |
significant debts or liabilities which the Limited Partnership is unable to pay | |
as a result of intentional or gross negligence of the Executive Manager. | |
Distributions | : Subject to the terms under the Limited Partnership Agreement, distributable |
profits, other profits, unused capital, or any other cash available to the | |
Limited Partnership shall be distributed between the Partners as follows: |
- to the Limited Partners in proportion to their respective outstanding capital contribution, until each Limited Partner has received an amount equal to their respective actual capital contributions;
- to the Limited Partners until each Limited Partner has received a return equal to an internal return rate (IRR) of 6% on its actual capital contributions which has been received pursuant to (i) above;
- in relation to (ii), if the available distributions are not sufficient for each Limited Partner to receive a return equal to an internal return rate of 6% on its capital contributions, each Limited Partner shall receive distributions in proportion to ratios of its respective actual capital contributions and the relevant period of such capital contributions;
- to the General Partner until the General Partner has received an amount equal to its actual capital contribution;
- thereafter, 90% to the Limited Partners and 10% to the General Partner until each Limited Partner has received a total return equal to an internal return rate of 8% on its actual capital contributions which has been received pursuant to (i) above; and
- thereafter, 80% to the Limited Partners and 20% to the General Partner and each Limited Partner shall receive distributions in proportion to ratios of its respective actual capital contributions and the relevant period of such capital contributions.
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Provided there is sufficient cash, the Limited Partnership shall make | ||
distributions to the Partners within 5 business days after each Income | ||
Accounting Day, where "Income Accounting Day" means a date to be | ||
determined by the General Partner based on the circumstances of the | ||
investment project. | ||
Transfer of | : During the term of the Limited Partnership, unless otherwise stipulated by | |
interests and exit | law or provided in the Limited Partnership Agreement, all Limited Partners | |
by the Limited | shall not dispose their interest in the Limited Partnership or reduce the | |
Partners | amount of capital commitment and/or the amount of actual capital | |
contributions, save as upon any of the following events occurring: | ||
(i) | the Limited Partner transfers its interest in the Limited Partnership to | |
other Partners or third parties in accordance with the terms of the | ||
Limited Partnership Agreement; | ||
(ii) | the Limited Partner's entire interest in the Limited Partnership is | |
being enforced by the People's Court of the PRC; | ||
(iii) | the Limited Partner has its business license revoked according to | |
applicable laws, is being ordered to dissolve or has declared | ||
bankrupt; | ||
(iv) | the Limited Partner exits the Limited Partnership in accordance with | |
the terms of the Limited Partnership Agreement; or | ||
(v) | any other situations that gives rise to an exit by the Limited Partner | |
in accordance with the Partnership Enterprise Law of the PRC. | ||
Pursuant to the Limited Partnership Agreement, a Limited Partner may not | ||
transfer its interest in the Limited Partnership unless it has obtained the | ||
Executive Manager's prior consent. Upon obtaining the Executive | ||
Manager's consent on the transfer, the General Partner and its affiliates or | ||
a third party designated by the General Partner shall be entitled to a pre- | ||
emptive right under the same terms and conditions. The Limited Partners | ||
are not entitled to any pre-emptive right. | ||
Exit by the | Unless otherwise provided in the Limited Partnership Agreement, prior to | |
General Partner | the dissolution or liquidation of the Limited Partnership, the General Partner | |
shall not dispose or transfer its interests in the Limited Partnership or | ||
voluntarily dissolve or terminate the Limited Partnership, save as upon any | ||
of the following events occurring: | ||
(i) | the General Partner has its business license revoked according to | |
applicable laws, is being ordered to dissolve or has declared | ||
bankrupt; | ||
(ii) | the General Partner's entire interest in the Limited Partnership is | |
being enforced by the People's Court of the PRC; or | ||
(iii) | any other situations stipulated by the Partnership Enterprise Law of | |
the PRC. | ||
If the General Partner exited in accordance with the Limited Partnership | ||
Agreement and the Limited Partnership fails to appoint a new general | ||
partner within thirty days, the Limited Partnership shall be liquidated in | ||
accordance with the terms of the Limited Partnership Agreement. | ||
Liquidation of the | : The Limited Partnership shall be liquidated upon any of the following | |
Limited | events occurring: | |
Partnership |
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- all investments of the Limited Partnership have been exited and the Executive Manager has agreed to dissolve the Limited Partnership;
- the Limited Partnership not having sufficient partners and such default continues for 30 days;
- the Executive Manager has been removed or the General Partner has exited the Limited Partnership with no new general partner entering into the Limited Partnership within a specified timeframe;
- it is determined in the Partners' meeting that the Limited Partnership is to be terminated;
- the Limited Partnership ceasing to hold relevant business license;
- the purpose of the Limited Partnership has been achieved or is no longer able to be achieved;
- material breach of the Limited Partnership Agreement by any one Partner such that it is determined in the Partners' meeting that the Limited Partnership could no longer continue to operate;
- expiry of the term of the Limited Partnership without any extension proposed by the Executive Manager; or
- any other reasons specified under the Limited Partnership Agreement or the Partnership Enterprise Law of the PRC.
Unless otherwise agreed in the Partners' meeting at such time, all Partners agree that the liquidator shall be the General Partner. All Partners agree that the Limited Partnership shall maintain a reserve of RMB2,000,000, which shall be used to pay all debts, obligations and liabilities of the Limited Partnership during liquidation (including all liquidation expenses such as remuneration payable to the liquidator).
REASONS FOR AND BENEFITS OF THE LIMITED PARTNERSHIP AGREEMENT
The Group has a strategic focus on its alternative asset management business and one of the key sectors is real estate asset management. Everbright Jiabao is the core strategic platform of the Group's real estate asset management business. By collaboration with Everbright Jiabao, the Company considers that the entering into of the Limited Partnership Agreement is in line with the Group's long-term investment strategy and will provide an opportunity to enhance the return to the Shareholders in the long run.
The Directors (including the independent non-executive Directors) are of the view that the terms of the Limited Partnership Agreement are fair and reasonable, that the Limited Partnership Agreement is on normal commercial terms and in the ordinary and usual course of business of the Company, and that the Limited Partnership Agreement is in the interests of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Limited Partnership Agreement are more than 5% but all are less than 25%, the entering into of the Limited Partnership Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
INFORMATION ON THE COMPANY AND THE PARTIES
Information on the CEL Limited Partner
The CEL Limited Partner is a company incorporated under the laws of the PRC and is a wholly owned subsidiary of the Company. The CEL Limited Partner primarily engages in the business of investment
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holding.
Information on the Group
The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business.
Information on Everbright Jiabao
Everbright Jiabao is a joint stock limited company established in the PRC whose A shares are listed on the Shanghai Stock Exchange (stock code: 600622). As at the date of this announcement, the Company is interested in approximately 29.16% of the total issued share capital of Everbright Jiabao. Everbright Jiabao primarily engages in real estate asset management, real estate investment and property development.
Information on the EBA Limited Partner
The EBA Limited Partner is a company incorporated under the laws of the PRC. As at the date of this announcement, it is owned as to 51% by Everbright Jiabao and 49% by a non-wholly owned subsidiary of the Company. The EBA Limited Partner primarily engages in real estate investment consultancy, real estate management consultancy and real estate information consultancy (excluding intermediary services).
Information on the General Partner
The General Partner is a company incorporated under the laws of the PRC. As at the date of this announcement, it is owned as to 51% by Everbright Jiabao and 49% by a non-wholly owned subsidiary of the Company. The General Partner primarily engages in investment consultancy, asset management consultancy and information consultancy (excluding intermediary services).
To the best of the knowledge, information and belief and having made all reasonable enquiries by the Directors, saved as disclosed, each of Everbright Jiabao, the EBA Limited Partner and the General Partner is a third party independent of the Company and its connected persons.
Information on Zhuhai Anjing
Zhuhai Anjing is a limited partnership established under the laws of the PRC and is principally engaged in enterprise management and enterprise management consultancy. As at the date of this announcement, Zhuhai Anjing is owned by certain employees of the subsidiaries of Everbright Jiabao and is a co- investment platform of the investment team of Everbright Jiabao.
To the best of the knowledge, information and belief and having made all reasonable enquiries by the Directors, Zhuhai Anjing and its ultimate beneficial owners are third parties independent of the Company and its connected persons.
DEFINITIONS
In this announcement, unless otherwise defined, the following terms shall have the following meanings:
"associate" | has the meaning ascribed to it under the Listing Rules |
"Board" | the board of Directors |
"CEL Limited Partner" | 宜 興 光 控 投 資 有 限 公 司 (Yixing CEL Investment Co., Ltd.*), a |
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company incorporated under the laws of the PRC and is a wholly | |
owned subsidiary of the Company | |
"Company" | China Everbright Limited (中國 光大 控股 有限 公司), a company |
incorporated under the laws of Hong Kong with limited liability and | |
whose shares are listed on the Stock Exchange | |
"connected person" | has the meaning ascribed to it under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"EBA Limited Partner" | 光大安石(北京)房地產投資顧問有限公司 (EBA (Beijing) Real |
Estate Investment Consultancy Co., Limited*), a company | |
incorporated under the laws of the PRC | |
"Everbright Jiabao" | Everbright Jiabao Co., Ltd. (光大嘉寶股份有限公司), a joint stock |
limited company established in the PRC whose A shares are listed on | |
the Shanghai Stock Exchange (stock code: 600622) | |
"Executive Manager" | the executive manager of the Limited Partnership, which as at the date |
of this announcement, is the General Manager | |
"General Partner" | 光 大 安 石(北 京)資 產 管 理 有 限 公 司 (EBA (Beijing) Asset |
Management Co., Ltd*), a company incorporated under the laws of the | |
PRC | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | Hong Kong Special Administrative Region of the People's Republic of |
China | |
"Limited Partner" | a limited partner of the Limited Partnership |
"Limited Partnership" | 珠 海 安 石 宜 達 企 業 管 理 中 心 （ 有 限 合 夥 ）(Zhuhai EBA Yida |
Management Center, L.P.*), a limited partnership established under the | |
laws of the PRC pursuant to the Limited Partnership Agreement | |
"Limited Partnership | a limited partnership agreement dated 10 August 2020 entered into |
Agreement" | among the General Partner, the CEL Limited Partner, Everbright |
Jiabao, the EBA Limited Partner and Zhuhai Anjing in relation to the | |
Limited Partnership | |
"Listing Rules" | the Rules Governing the Listing of Securities on The Stock Exchange |
of Hong Kong Limited | |
"Partner(s)" | the partner(s) of the Limited Partnership, including the General Partner |
and the Limited Partners | |
"PRC" | the People's Republic of China |
"RMB" | Renminbi, the lawful currency of the PRC |
"Shareholders" | shareholders of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
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"Zhuhai Anjing"珠海安晶企業管理中心（有限合夥）(Zhuhai Anjing Enterprise Management Center, L.P.*), a limited partnership established under the laws of the PRC
"%" | per cent. |
By order of the Board
China Everbright Limited
Chan Ming Kin Desmond
Company Secretary
Hong Kong, 10 August 2020
As at the date of this announcement, the Directors of the Company are:
Executive Directors: | Independent Non-executive Directors: |
Dr. Cai Yunge (Chairman) | Dr. Lin Zhijun |
Dr. Zhao Wei (Chief Executive Officer) | Dr. Chung Shui Ming Timpson |
Mr. Zhang Mingao | Mr. Law Cheuk Kin Stephen |
Mr. Tang Chi Chun Richard | |
Mr. Yin Lianchen | |
* For identification purposes only |
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