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.
INSIDE INFORMATION
SUBSCRIPTION OF NEW SHARES
IN AFFLUENT BRIGHT INVESTMENTS LIMITED
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
The Board is pleased to announce that on 28 October 2019, the Subscriber (a direct wholly- owned subsidiary of the Company), the Target Company (as the issuer of the Subscription Shares) and Mr. Wong entered into the Subscription Agreement, pursuant to which, the Subscriber agreed to subscribe for, and the Target Company agreed to issue, the Subscription Shares in accordance with the terms and conditions of the Subscription Agreement.
As at the date of this announcement, the Target Company is an investment holding company wholly-owned by Mr. Wong, and it indirectly holds 25% equity interest in a holding company in Hong Kong. Upon Completion, the Target Company will be owned as to 99.99% and 0.01% by the Subscriber and Mr. Wong, respectively, and will become a non-wholly owned subsidiary of the Company.
As Mr. Wong and the Target Company are connected persons of the Company, the Subscription constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.
As all applicable percentage ratios in respect of the Subscription are less than 0.1%, the Subscription is exempt from the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
INTRODUCTION
The Board is pleased to announce that on 28 October 2019, the Subscriber (a direct wholly- owned subsidiary of the Company), the Target Company (as the issuer of the Subscription Shares) and Mr. Wong entered into the Subscription Agreement, pursuant to which, the Subscriber agreed to subscribe for, and the Target Company agreed to issue, the Subscription Shares in accordance with the terms and conditions of the Subscription Agreement.
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THE SUBSCRIPTION AGREEMENT
The principal terms of the Subscription Agreement are set out below:
Date:
28 October 2019
Parties:
- the Subscriber;
- the Target Company; and
- Mr. Wong.
Subject Matter:
Pursuant to the Subscription Agreement, the Subscriber agreed to subscribe for, and the Target Company agreed to issue, the Subscription Shares free and clear of any encumbrance in accordance with the terms and conditions of the Subscription Agreement. As at the date of this announcement, the Target Company is wholly-owned by Mr. Wong. Upon Completion, the Target Company will be owned as to 99.99% and 0.01% by the Subscriber and Mr. Wong respectively, and will become a non-wholly owned subsidiary of the Company.
Consideration:
The consideration for the Subscription Shares is US$10,000 (or its equivalent in HK$ amounting to HK$78,000), which shall be payable by the Subscriber to the Target Company in cash at Completion.
Completion:
Completion shall take place on the fifth Business Day after the execution of the Subscription Agreement, or such other date as the parties to the Subscription Agreement may agree in writing.
Upon Completion, the Target Company will be owned as to 99.99% and 0.01% by the Subscriber and Mr. Wong, respectively, and will become a non-wholly owned subsidiary of the Company.
INFORMATION OF THE GROUP
The Group is principally engaged in property development and property investment and other related services.
The Subscriber is a company incorporated in the British Virgin Islands with limited liability and a direct wholly-owned subsidiary of the Company. The Subscriber is principally engaged in investment holding.
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INFORMATION OF THE TARGET COMPANY AND THE REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Target Company is a company incorporated in the British Virgin Islands with limited liability. As at the date of this announcement, the entire issued share capital of the Target Company is directly owned by Mr. Wong.
The Target Company indirectly holds 25% equity interest in a holding company in Hong Kong, the principal activities of which and its subsidiaries are real estate development and other investment activities, including the investment for and development of the "Shahe Wucun Urban Renewal Unit (沙河五村城市更新單元)" project (the "Baishizhou Urban Renewal Project"). Located in Nanshan District, Shenzhen City, being adjacent to Shennan Avenue and in proximity to Science Park and the sub-district of Overseas Chinese Town, the project, with prime geographical location, is a mega complex development project in the core area of Shenzhen City. As disclosed in the prior annual reports and interim reports of the Company, Mr. Wong, the controlling shareholder of the Company, planned to gradually inject high-quality urban renewal projects he holds into the Company in due course, to provide the Company with sufficient and premium land reserve and reduce cash flow pressure at the early development phase of urban renewal projects. This injection has further demonstrated that the injection of projects by the controlling shareholder of the Company is steadily progressing and is expected to release powerful impetus to the development of the Company, thereby delivering long-term interest for the Shareholders. The Company is confident that it has the ability to create the Baishizhou Urban Renewal Project into a benchmark project.
Based on the abovementioned, the Directors (including the independent non-executive Directors) are of the view that the Subscription Agreement was entered into on normal commercial terms and in the ordinary course of business of the Group, and the Subscription Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
As at 31 August 2019, the audited consolidated net total liabilities of the Target Company in accordance with the Hong Kong Financial Reporting Standards amounted to approximately RMB211,281. The audited consolidated net loss before and after taxation of the Target Company for the years ended 31 December 2017 and 31 December 2018 and the eight-month period ended 31 August 2019 amounted to approximately RMB5,853, RMB8,197 and RMB187,837, respectively.
GENERAL
As at the date of this announcement, Mr. Wong is indirectly interested in approximately 71.31% of the issued share capital of the Company and is the controlling shareholder of the Company. As the entire issued share capital of the Target Company is owned by Mr. Wong, the Target Company is an associate of Mr. Wong (as defined in the Listing Rules) and therefore a connected person of the Company. As such, the Subscription constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.
As all applicable percentage ratios in respect of the Subscription are less than 0.1%, the Subscription is exempt from the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
"Board" | the board of Directors |
"Business Day" | a day (other than a Saturday or Sunday) on which banks in Hong |
Kong are open for general banking business | |
"Company" | LVGEM (China) Real Estate Investment Company Limited, a |
company incorporated in the Cayman Islands with limited | |
liability, the shares of which are listed on the Stock Exchange | |
(Stock Code: 95) | |
"Completion" | the completion of the Subscription |
"connected person(s)" | has the meaning ascribed to it under the Listing Rules |
"controlling shareholder(s)" | has the meaning ascribed to it under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Mr. Wong" | Mr. Wong Hong King, a controlling shareholder of the |
Company | |
"PRC" | the People's Republic of China, which for the purposes of this |
announcement, excludes Hong Kong, the Macau Special | |
Administrative Region of the PRC and Taiwan | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Subscriber" | Greater Bay Area Intelligent City Limited, a company |
incorporated in the British Virgin Islands with limited liability | |
and a direct wholly-owned subsidiary of the Company | |
"Subscription" | the subscription by the Subscriber for the Subscription Shares |
pursuant to the Subscription Agreement | |
"Subscription Agreement" | the subscription agreement dated 28 October 2019 entered into |
between the Subscriber, the Target Company and | |
Mr. Wong in relation to the Subscription |
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"Subscription Share(s)" new ordinary shares in the share capital of the Target Company to be subscribed by the Subscriber pursuant to the Subscription Agreement representing 99.99% of the enlarged issued share capital of the Target Company immediately upon Completion
"Stock Exchange"The Stock Exchange of Hong Kong Limited
"Target Company"Affluent Bright Investments Limited, a company incorporated in the British Virgin Islands with limited liability
"%" | per cent |
The exchange rate used for reference purpose in this announcement is US$1.00 to HK$7.80.
By order of the Board
LVGEM (China) Real Estate Investment Company
Limited
HUANG Jingshu
Chairman
Hong Kong, 28 October 2019
As at the date of this announcement, the executive directors of the Company are Ms. HUANG Jingshu (Chairman), Mr. TANG Shouchun (Chief Executive Officer), Mr. YE Xingan, Mr. SIU Chi Hung and Mr. HUANG Hao Yuan; the non-executive director of the Company is Ms. LI Lihong; and the independent non-executive directors of the Company are Mr. WANG Jing, Ms. HU Gin Ing and Mr. MO Fan.
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