HUAJUN HOLDINGS LIMITED *

Transcription

1 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. HUAJUN HOLDINGS LIMITED * (Incorporated in Bermuda with limited liability) (Stock Code: 377) MAJOR TRANSACTION FINANCE LEASE AGREEMENT On 10 February 2015 (after trading hour), SZ Huajun Leasing, an indirect wholly-owned subsidiary of the Company, entered into, a Finance Lease Agreement with the Lessee. Pursuant to the Finance Lease Agreement, SZ Huajun Leasing has agreed to purchase the Assets from the Lessee at the Consideration of RMB300,000,000 (approximately HK$373,500,000) and lease back the Assets to the Lessee initially for a term of 36 months, the details of which please see the paragraph headed Lease payments below. As one or more of the applicable percentage ratios under Rule of the Listing Rules in respect of the transaction contemplated under the Finance Lease Agreement is more than 25% but less than 100%, the Finance Lease Agreement constitutes a major transaction for the Company and is subject to the approval of the Shareholders in a general meeting. On 10 February 2015 (after trading hour), the Company received written shareholders approval, approving the Finance Lease Agreement from Huajun International Limited, being the Shareholders holding a total of approximately 62.62% of the entire issued share capital of the Company. As a result, no general meeting is required to be convened for the approval of the Finance Lease Agreement pursuant to Rule of the Listing Rules and the condition to the Finance Lease Agreement has been satisfied. A circular containing, among other things, details of the Finance Lease Agreement and the notice convening the special general meeting of the Company will be despatched to the Shareholders on or before 6 March * For identification purposes only 1

2 THE FINANCE LEASE AGREEMENT Date 10 February 2015 (after trading hour) Parties Lessor : SZ Huajun Leasing, an indirect wholly-owned subsidiary of the Company, which its principal business is, among other things, financial leasing Lessee : Yingkou Economic Development Zone Tongji Hospital* ( ), which its principal business is provision of various medical specialty services To the best of the Directors knowledge, information and belief, and having made all reasonable enquiry, the Lessee and its ultimate beneficial owner are Independent Third Parties. Subject matter Pursuant to the Finance Lease Agreement, SZ Huajun Leasing has agreed to purchase the Assets from the Lessee at the Consideration of RMB300,000,000 (approximately HK$373,500,000) and lease back the Assets to the Lessee initially for a term of 36 months, the details of which please see the paragraph headed Lease payments below. Term The lease shall be for a term of 36 months, commencing from the date of which each payment of the Consideration being paid by SZ Huajun Leasing to the Lessee. Consideration The Consideration for the purchase of the Assets is RMB300,000,000 (approximately HK$373,500,000), which consists of (i) RMB53,000,000 (approximately HK$65,985,000) for the machinery and equipment of the Lessee; and (ii) RMB247,000,000 (approximately HK$307,515,000) for the landed properties of the Lessee, which has been agreed after arm s length negotiations between the parties with reference to the original purchase costs of the Assets. The Consideration will be paid by SZ Huajun Leasing to the Leasee in one or multiple instalments at the sole determination of SZ Huajun Leasing but in any event the full payment of the Consideration shall be made within 24 months from the date of signing of the Finance Lease Agreement. Further, in any event SZ Huajun Leasing has not paid any Consideration to the Leasee, the Finance Lease Agreement shall be lapsed and have no further effect and the Lessee shall not make any claims against SZ Huajun Leasing pursuant to the terms and conditions of Finance Lease Agreement. 2

3 Conditions Precedent The completion of the Finance Lease Agreement is subject to the fulfillment of all of the following Conditions: (a) (b) (c) (d) (e) (f) (g) the Finance Lease Agreement has become effective; SZ Huajun Leasing has received from the Lessee the lease deposit, handling fee and other fee (if necessary) pursuant to the Finance Lease Agreement; SZ Huajun Leasing has received from the Lessee the executed copy of the Finance Lease Agreement, all relevant security documents (if any) and other legal documents; if the Lessee and any other guarantor(s) are required to provide guarantee(s) under the Finance Lease Agreement, and under the applicable laws or the terms of the Finance Lease Agreement, such guarantee(s) are subject to registration requirement(s), SZ Huajun Leasing has received the documentary proof of such registration(s) of the said guarantee(s); SZ Huajun Leasing has received from the Lessee all material documents, such as the ownership proof and payment receipt in respect of the Assets affixed with the company seal of the Lessee; all other requests by SZ Huajun Leasing has been satisfied (if any); the Company having obtained the necessary approval of the Finance Lease Agreement and the transactions contemplated thereunder by the Shareholders in accordance with the Listing Rules or the relevant waiver from the Stock Exchange. If any of the above Conditions is not fulfilled, the Finance Lease Agreement shall be lapsed and have no further effect. Lease payments Pursuant the Finance Lease Agreement, for each payment of the Consideration by SZ Huajun Leasing, the Leasee will make the first eleven quarterly lease payments in accordance with following formula: = (Payment for the Consideration) 9% 12 months The last quarterly lease payment will be calculated in accordance with following formula: = (Payment for the Consideration) 9% + Payment for the Consideration 12 months 3

4 For illusion purpose only, if the Consideration i.e. RMB300,000,000 (approximately HK$373,500,000) has been settled by SZ Huajun Leasing to the Lessee in one lump sum, the relevant twelve quarterly installments would be broken down as follows: (i) the eleven equal lease payments each of RMB6,750,000 (approximately HK$8,403,750) being the 9% interest of RMB300,000,000 per annum; and (ii) the last quarterly lease payment of RMB306,750,000 (approximately HK$381,903,750) being with the principal amount of 300,000,000 together the said 9% interest of RMB300,000,000 per annum. The lease payments have been agreed after arm s length negotiations between the parties with reference to the Consideration for the purchase of the Assets and the prevailing market rate for finance leases of comparable assets. Pursuant to the Finance Lease Agreement, as the Consideration should be paid by SZ Huajun Leasing within 24 months from the date of signing of the Finance Lease Agreement, the last lease payment would not be later than 60 months from the date of signing of the Finance Lease Agreement. Ownership of the Assets Pursuant to the Finance Lease Agreement, during the lease period, the ownership of the Assets vests in SZ Huajun Leasing. End of the lease term At the end of the lease term of the Finance Lease Agreement, subject to the satisfaction of all obligations by the Leasee under the Finance Lease Agreement, the Assets will automatically return back to the Lessee. REASONS FOR THE FINANCE LEASE AGREEMENT The principal business activity of the Company is investment holding. The Group is principally engaged in (i) the sale and manufacture of high quality multi-colour packaging products, carton boxes, books, brochures and other paper products; (ii) provision of finance; (iii) securities investments; (iv) property investments; and (v) financial leasing. The entering into of the Finance Lease Agreement is in line with the ordinary and usual course of business of SZ Huajun Leasing and that will generate a considerable revenue and profit over the lease term. Given that the Finance Lease Agreement is being conducted in the ordinary and usual course of business of SZ Huajun Leasing and is under normal commercial terms, the Directors are of the view that the terms of the Finance Lease Agreement are fair and reasonable and are in the interests of the Company and its shareholders as a whole. 4

5 LISTING RULES IMPLICATION As one or more of the applicable percentage ratios under Rule of the Listing Rules in respect of the transaction contemplated under the Finance Lease Agreement is more than 25% but less than 100%, the Finance Lease Agreement constitutes a major transaction for the Company and is subject to the approval of the Shareholders in a general meeting. On 10 February 2015 (after trading hour), the Company received written shareholders approval, approving the Finance Lease Agreement from Huajun International Limited, being the Shareholders holding a total of approximately 62.62% of the entire issued share capital of the Company. As a result, no general meeting is required to be convened for the approval of the Finance Lease Agreement pursuant to Rule of the Listing Rules and the condition to the Finance Lease Agreement has been satisfied. A circular containing, among other things, details of the Finance Lease Agreement and the notice convening the special general meeting of the Company will be despatched to the Shareholders on or before 6 March DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: Assets Board the machinery and equipment for the operation of the Lessee and the land ownership right and land use right of the Lessee on the properties as set out in the Finance Lease Agreement the board of Directors Business Days a day (other than a Saturday or a Sunday at any time between 9:00 a.m. to 5:00 p.m.) on which licensed banks in the PRC are open for general banking business throughout their normal business hours Company Conditions connected person(s) Consideration Director(s) Huajun Holdings Limited (Stock Code: 377), a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange the conditions precedent of the completion of the Finance Lease Agreement, details of which are set out in the paragraph headed Conditions Precedent of this announcement has the meaning ascribed to it under the Listing Rules the consideration for the purchase of the Assets is RMB300,000,000 (equivalent to approximately HK$373,500,000) the director(s) of the Company 5

6 Group Hong Kong Finance Lease Agreement Independent Third Party(ies) Lessee Listing Rules PRC SFO Shareholders Shares Stock Exchange SZ Huajun Leasing the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC the finance lease agreement dated 10 February 2015 executed by the Lessee and SZ Huajun Leasing in respect of the Assets for a term of 24 months the independent third party who is, to the best of the Directors knowledge, information and belief having made all reasonable enquiry, independent of and not connected with the Company and the connected person(s) (as defined in the Listing Rules) of the Company Yingkou Economic Development Zone Tongji Hospital* ( ), a company established in the PRC with limited liabilities the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) the holders of shares of the Company ordinary share(s) of HK$0.01 each in the share capital of the Company The Stock Exchange of Hong Kong Limited Shenzhen Huajun Financial Leasing Limited* ( ), a company established in the PRC and an indirect wholly-owned subsidiary of the Company % per cent HK$ RMB Hong Kong Dollar, the lawful currency of Hong Kong Renminbi, the lawful currency of the PRC * For identification purpose only If there is any inconsistency in this announcement between the Chinese and English versions and the English version shall prevail. 6

7 Unless otherwise specified in this announcement, translations of RMB into HK$ are made in this announcement, for illustration only, at the rate of RMB1 to HK$ No representation is made that any amounts in RMB or HK$ could have been or could be converted at that rate or at any other rate or at all. Hong Kong, 10 February 2015 By Order of the Board Meng Guang Bao Chairman and Executive Director As at the date of this announcement, the Board comprises Mr. Meng Guang Bao (Chairman), Mr. Wu Jiwei (Chief Executive Officer) and Mr. Guo Song (Deputy Chief Executive Officer) as executive Directors; and Mr. Zheng Bailin, Mr. Shen Ruolei and Mr. Pun Chi Ping as independent non-executive Directors. 7