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 MERCHANTS LAND LIMITED
招商局置地有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 978)
DISCLOSEABLE TRANSACTION
ACQUISITION OF LAND USE RIGHT IN XI'AN CITY, THE PRC
ACQUISITION OF LAND USE RIGHT
The Board is pleased to announce that on 20 September 2019, Nanjing Zhaoping Lisheng, an indirect non-wholly owned subsidiary of the Company, has successfully won a bidding in respect of the land use right of the Land situated at Xi'an City of the PRC at the price of RMB141.6 million. Xi'an Land Bureau has issued to Nanjing Zhaoping Lisheng the Land Transfer Confirmation dated 20 September 2019. Nanjing Zhaoping Lisheng shall enter into the Land Use Rights Grant Contract with Xi'an Land Bureau in relation to the Acquisition within 10 working days after the Land Transfer Confirmation is issued.
The Acquisition is regarded as a qualified property acquisition under Rule 14.04(10C) of the Listing Rules as the Acquisition involves an acquisition of governmental land(s) from a PRC Governmental Body (as defined under the Listing Rules) through an auction governed by the PRC laws (as defined under the Listing Rules), which is undertaken by the Group on a sole basis in its ordinary and usual course of business.
As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the consideration of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
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INTRODUCTION
The Board is pleased to announce that on 20 September 2019, Nanjing Zhaoping Lisheng, an indirect non-wholly owned subsidiary of the Company, has successfully won a bidding in respect of the land use right of the Land situated at Xi'an City of the PRC at the price of RMB141.6 million. Xi'an Land Bureau has issued to Nanjing Zhaoping Lisheng the Land Transfer Confirmation dated 20 September 2019. Nanjing Zhaoping Lisheng shall enter into the Land Use Rights Grant Contract with Xi'an Land Bureau within 10 working days after the Land Transfer Confirmation is issued.
To the best of the Directors' knowledge, information and belief and having made all reasonable enquiry, Xi'an Land Bureau and its ultimate beneficial owner are Independent Third Parties.
DETAILS OF THE LAND
The Land is situated at South of Liuxin Road, West of Gangwu Xi Road, Xi'an International Trade & Logistics Park, Xi'an City, Shaanxi Province, the PRC. The Land has a total site area of 20,288 sq.m. and the total capacity of building area is less than or equal to 111,579 sq.m. The Land is designated for commercial usage with a term of 40 years.
CONSIDERATION
The price of the land use rights of the Land is RMB141.6 million (representing an average price of approximately RMB6,980 per sq.m. in terms of total site area), is payable in cash in full amount within 60 days following the execution of the Land Use Right Grant Contract.
Pursuant to the terms of the Land Transfer Confirmation, the security deposit for the auction paid by Nanjing Zhaoping Lisheng in the amount of RMB68 million was automatically applied as a deposit for the price of the Land.
The aggregate consideration payable for the Acquisition, inclusive of the related costs and tax amount, is approximately RMB706.044 million, which shall be financed by the Group's internal resources.
The price of the land use rights of the Land was derived from a public auction held by Xi'an Land Bureau on 20 September 2019, which was conducted in accordance with the terms of the auction promulgated by Xi'an Land Bureau.
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REASONS FOR AND BENEFITS OF THE ACQUISITION
The Acquisition is conducted in the ordinary and usual course of business of the Group. In view of the location and the designated use of the Land, the Directors consider that the Acquisition of the Land is in line with the business development strategy and planning of the Group. The Directors (including independent non-executive Directors) consider that the Acquisition is carried out in the ordinary and usual course of business and are on normal commercial terms which are fair and reasonable and in the interests of the shareholders of the Company as a whole.
PARTICULARS OF THE PARTIES
The Group is principally engaged in the development, sale, lease, investment and management of properties in the PRC. Nanjing Zhaoping Lisheng is principally engaged in property development in the PRC.
IMPLICATIONS ON THE LISTING RULES
The Acquisition is regarded as a qualified property acquisition under Rule 14.04(10C) of the Listing Rules as the Acquisition involves an acquisition of governmental land(s) from a PRC Governmental Body (as defined under the Listing Rules) through an auction governed by the PRC laws (as defined under the Listing Rules), which is undertaken by the Group on a sole basis in its ordinary and usual course of business.
As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the consideration of the Acquisition exceeds 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
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DEFINITIONS
In this announcement, the following expressions have the following meanings, unless context otherwise requires:
"Acquisition" | the acquisition of land use rights of the Land through public |
bidding process | |
"Board" | the board of Directors |
"Company" | China Merchants Land Limited, a company incorporated in the |
Cayman Islands with limited liability, the Shares of which are listed | |
on the Main Board of the Stock Exchange (stock code: 978) | |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Independent Third | an independent third party not connected with the Company and |
Party(ies)" | its subsidiaries, their respective directors, chief executives and |
substantial shareholders and any of their associates within the | |
meaning of the Listing Rules | |
"Land" | a piece of Land situated at South of Liuxin Road, West of Gangwu |
Xi Road, Xi'an International Trade and Logistics Park, Xi'an | |
City, Shaanxi Province, the PRC with a total site area of 20,288 | |
sq.m. and the total capacity of building area is less than or equal to | |
111,579 sq.m., designated for commercial usage with a term of 40 | |
years | |
"Land Transfer | the confirmation notice (土地成交確認書) dated 20 September |
Confirmation" | 2019 issued by Xi'an Land Bureau to Nanjing Zhaoping Lisheng |
confirming the successful bidding of the Land | |
"Land Use Rights Grant | the land use rights grant contract (國有建設用地使用權出讓合同) |
Contract" | to be entered into between Nanjing Zhaoping Lisheng and Xi'an |
Land Bureau within 10 working days after the issue of the Land | |
Transfer Confirmation | |
"Listing Rules" | The Rules Governing the Listing of Securities on The Stock |
Exchange of Hong Kong Limited, as amended from time to time |
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"Nanjing Zhaoping | Nanjing Zhaoping Lisheng Investment Co., Ltd.* (南京招平利盛 |
Lisheng" | 投資有限公司), a company established in the PRC with limited |
liability and an indirect non-wholly owned subsidiary of the | |
Company | |
"PRC" | the People's Republic of China (excluding, for the purposes of |
this announcement, Hong Kong, the Macau Special Administrative | |
Region and Taiwan) | |
"PRC Governmental Body" | has the meaning ascribed to it under the Listing Rules |
"RMB" | Renminbi, the lawful currency of the PRC |
"Share(s)" | ordinary share(s) of HK$0.01 each in the issued share capital of the |
Company | |
"Shareholders" | shareholders of the Company |
"sq.m." | square metre |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"subsidiary" | has the meaning ascribed to it under the Listing Rules |
"Xi'an Land Bureau" | Xi'an City Natural Resources and Planning Burreau*（西安市自 |
然資源和規劃局）, an Independent Third Party | |
"%" | per cent |
By order of the Board | |
China Merchants Land Limited | |
XU Yongjun | |
Chairman |
Hong Kong, 20 September 2019
As at the date of this announcement, the Board comprises Mr. XU Yongjun, Mr. HUANG Junlong and Ms. LIU Ning as non-executive Directors; Dr. SO Shu Fai, Mr. YU Zhiliang and Mr. WONG King Yuen as executive Directors and Dr. WONG Wing Kuen, Albert, Ms. CHEN Yanping, Dr. SHI Xinping and Mr. HE Qi as independent non-executive Directors.
* Unofficial English translation denotes for identification purposes only
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