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SUN MAN TAI HOLDINGS COMPANY LIMITED
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SUN MAN TAI HOLDINGS COMPANY LIMITED
新萬泰控股有限公司*
(incorporated in Bermuda with limited liability)
SHARE, DISCLOSEABLE AND CONNECTED
TRANSACTION
Sun Man Tai Holdings Company Limited (the ``Company'') announced that it had entered into the
Sale and Purchase Agreement with the Vendors on 20th February, 2001 pursuant to which the
Company will acquire a 98% equity interest in Taigu from the Vendors for a total consideration of
HK$156,028,531 (``Acquisition''). The consideration will be satisfied by cash, the issuance of
Consideration Shares and a debt consideration as detailed below representing 35.7%, 15.4% and
48.9% of the total consideration respectively.
The terms of the Sale and Purchase Agreement have been negotiated on an arm's length basis. The
directors of the Company, including the non-executive directors, consider that the terms of the
Acquisition are on commercial terms and are fair and reasonable so far as the shareholders of the
Company as a whole are concerned.
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SUN MAN TAI –SHARE, DISCLOSEABLE AND CONNECTED TRANSACTION
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SUN MAN TAI HOLDINGS COMPANY LIMITED
By virtue of the shareholding and the directorship of the Ultimate Shareholders which is explained
in detail below, the Acquisition constitutes a connected transaction for the Company under the
Listing Rules and is subject to the approval by the independent shareholders of the Company at a
special general meeting to be convened. A circular will be despatched to the shareholders of the
Company as soon as possible.
At the request of the Company, trading of the shares of the Company was suspended at around
10:15 a.m. on 19th February, 2001 pending the press release of this announcement. The Company
has applied for a resumption of trading of its shares at 10:00 a.m. on 21st February, 2001.
SALE AND PURCHASE AGREEMENT DATED 20TH FEBRUARY,
2001
Parties:
Vendors
:
China Wan Tai Group Limited (``CWT'') and Shanghai Wan Tai Property
Development Company Limited (``SWTP'')
Purchaser
:
Coastal Broadband Network Development Limited, a wholly-owned
subsidiary of the Company
Assets to be acquired:
98% of the equity interest in Shanghai Taigu Apartment Service & Management Co. Ltd. (``Taigu'')
of which 90% will be from CWT and 8% will be from SWTP.
Consideration:
The total consideration for the Acquisition is HK$156,028,531, being HK$143,291,426 for CWT
and HK$12,737,105 for SWTP in proportion to their respective sale share interest in Taigu pursuant
to the Acquisition and will be satisfied in the following manner:
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SUN MAN TAI HOLDINGS COMPANY LIMITED
(a) HK$55,737,105 (approximately 35.7% of the total consideration) will be satisfied by cash
being apportioned as to HK$43,000,000 payable to CWT and HK$12,737,105 payable to SWTP.
This portion will be funded by internal resources of the Company;
(b) HK$24,100,950 (approximately 15.4% of the total consideration) will be satisfied by the
allotment and issue of 33,945,000 new shares with a par value of HK$0.01 each of the Company
(``Consideration Shares'') at HK$0.71 per share (``Issue Price'') to CWT on completion. The
Consideration Shares represent approximately 1.68% of the existing issued share capital of the
Company and approximately 1.65% of the enlarged issued share capital of the Company after the
issuance of the Consideration Shares. The Issued Price of the Consideration Shares represents a
premium of about 44.90% to the closing price of HK$0.490 per share quoted on the Stock
Exchange on 19th February, 2001 and a premium of about 12.88% to the average closing price of
the shares of the Company for the last ten trading days ending 19th February, 2001 of HK$0.629 per
share. The Consideration Shares, upon issued, will rank equally with the existing issued shares of
the Company; and
(c) by way of debt consideration in the sum of HK$76,190,476 (approximately 48.9% of the total
consideration) to CWT being settlement at CWT's request of a debt owing of an amount of
HK$76,190,476 by CWT or its nominee.
The consideration is arrived at with reference to a 22% discount to the fair market value
Property appraised at USD37,035,000 (or approximately HK$288,132,300). The directors
Company consider that the consideration for the Acquisition was determined after arm's
negotiations between the parties and confirm that the Acquisition is for the best interest
Company.
of the
of the
length
of the
Payment Terms:
Cash deposits of HK$25,000,000 and HK$5,500,000 have been paid to CWT and SWTP
respectively upon signing of the Sale and Purchase Agreement. The balance of the consideration
will be satisfied upon completion of the Acquisition.
In the event of the Sale and Purchase Agreement being terminated or rescinded for whatever reason,
the deposits shall be refunded by the Vendors to the Purchaser with interest at a rate of 5% per
annum and belong to the Purchaser absolutely.
Conditions Precedent:
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SUN MAN TAI HOLDINGS COMPANY LIMITED
The Acquisition is subject to, inter alia, the following conditions:
(a) the approval of the Acquisition by the shareholders of the Company (other than those required
to abstain from voting under the Listing Rules) in a special general meeting to be convened by the
Company;
(b) the receipt of a legal opinion issued by a qualified PRC lawyer in respect of Taigu and the
Property;
(c) Taigu having a good and marketable title to the Property;
(d) CWT procuring for the Company a bank loan from a reputable bank in the PRC for an amount
of RMB80,000,000 (or approximately HK$76,190,476) and in terms not less favourable than 6%
per annum interest with the principal amount to be repaid not earlier than three years from the date
of the loan or such other arrangements which may be reasonably acceptable to the Purchaser;
(e) Industrial and Commercial Bank of China, Shanghai Municipal Branch agreeing to restructure
the existing unsecured debts in the amount of RMB25,000,000 (or approximately HK$23,809,524)
and US$4,950,000 (or approximately HK$38,511,000) owing by Taigu;
(f) the receipt of a valuation report from an independent valuer showing the fair market value of
the Property to be not less than US$37,035,000 (or approximately HK$288,132,300);
(g) the approval of the allotment and issue of Consideration Shares by the shareholders of the
Company (other than those required to abstain from voting under the Listing Rules) in a special
general meeting to be convened by the Company; and
(h) the granting of the listing of and permission to deal in the Consideration Shares by the Stock
Exchange.
Completion:
Subject to the conditions precedent having been fulfilled, completion of the Acquisition shall take
place on 31st March, 2001 or on such other date as the parties may agree in writing.
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SUN MAN TAI –SHARE, DISCLOSEABLE AND CONNECTED TRANSACTION
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SUN MAN TAI HOLDINGS COMPANY LIMITED
The Company:
The Company and its subsidiaries are principally engaged in property investment, and operation and
management of properties.
Taigu:
Taigu was established in 1997 as a Sino-foreign joint venture in the PRC and is owned as to 90% by
CWT and 10% by SWTP immediately before the Acquisition. The concession period of Taigu is 20
years. Its main asset is the holding of the Property and its principal business is the management and
operation of service apartments equipped with a carpark containing 58 car parking spaces, a
business centre, gymnasium, sauna, restaurants and meeting rooms. The principal asset of Taigu is
the holding of the Property. Based on the management accounts, Taigu has a net asset value of about
HK$82million as of 31st December, 2000. The net profits before and after taxation and
extraordinary items of Taigu are both HK$3,448,000 for the year 1999 and HK$2,969,000 and
HK$1,989,000 for the year 2000 respectively.
The Property:
The Property is ``鹿特丹花園 D 棟'' situated at Nos.1--4, Lane 19, Ronghua Dong Dao in
Changning District, Shanghai, the PRC near the Hongqiao Airport business area. Newly renovated
in 1997, the Property comprises four blocks of buildings. It has a total gross floor area of about
16,460 square metres and has a land use right of 68 years commencing from 1997. It operates as
service apartments and has achieved an occupancy rate of over 90%. The Property has been valued
by Sallmanns (Far East) Ltd., an independent valuer at US$37,035,000 (or approximately
HK$288,132,300) as at 31st December, 2000.
Reasons for the Acquisition:
14.14(*)The directors of the Company consider that the Acquisition is in line with the current
business strategy of the Company and believe that the Acquisition provides the Company with an
opportunity to increase its property interests in the prime area of Shanghai, the PRC. As the Property
is under rental and has a long term mix of tenants, the directors of the Company believe that the
Property will provide a steady income stream to the Company and enhance its earnings base. In
addition, the Property would provide a capital appreciation opportunity to the Company.
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SUN MAN TAI –SHARE, DISCLOSEABLE AND CONNECTED TRANSACTION
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SUN MAN TAI HOLDINGS COMPANY LIMITED
Connected Transaction:
CWT and Jin Tai Finance Company Limited (``Jin Tai'') are wholly owned by Mr. Qian Yong Wei
(``Mr. Qian'') and Ms. Xu Zhe Cheng (``Ms. Xu'') (together as ``Ultimate Shareholders''). Universal
Union Limited (``Universal Union'') is owned as to 60% by CWT and 40% by Jin Tai. Universal
Union and Jin Tai are interested in 1,057,348,235 and 500,000 shares of the Company respectively
representing approximately 52.26% and 0.02% of the existing issued share capital of the Company
respectively. Therefore, the Ultimate Shareholders are beneficially interested in a total of
1,057,848,235 shares of the Company representing 52.28% of the issued share capital of the
Company. The Ultimate Shareholders are also the directors of the Company.
Ms. Xu is a director and substantial shareholder of SWTP. By virtue of the shareholding and the
directorship as mentioned above, the Acquisition constitutes a connected transaction for the
Company under the Listing Rules and is subject to the approval by the independent shareholders of
the Company at a special general meeting to be convened. An independent board committee of the
Company will be established to advise the independent shareholders of the Company. Dao Heng
Securities Limited has been appointed by the Company as the independent financial adviser to
advise the independent board committee of the Company on the Acquisition.
CWT is currently indirectly interested in 1,057,348,235 shares of the Company representing 52.26%
of the issued share capital of the Company before the issuance of Consideration Shares pursuant to
the Acquisition. After the issuance of Consideration Shares, CWT will be interested in
1,091,293,235 shares of the Company representing 53.05% of the enlarged issued share capital of
the Company.
Special General Meeting:
A special general meeting will be convened by the Company to consider, and if thought fit, approve,
inter alia, the Acquisition. Universal Union, Jin Tai, their respective shareholders, associates and
parties acting in concert with them will abstain from voting in respect of all resolutions to be
proposed at the special general meeting to consider the Acquisition.
Application of Listing:
The Company will apply to the Listing Committee of the Stock Exchange for granting of the listing
of and permission to deal in the Consideration Shares.
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SUN MAN TAI –SHARE, DISCLOSEABLE AND CONNECTED TRANSACTION
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SUN MAN TAI HOLDINGS COMPANY LIMITED
A circular containing, amongst other things, the details on the Acquisition, the recommendation of
the independent board committee, advice of the independent financial adviser and a notice of the
special general meeting will be despatched to the shareholders of the Company as soon as
practicable.
Other:
This announcement is released for information purposes only and does not constitute an invitation
or offer to acquire, purchase or subscribe the securities.
At the request of the Company, trading of the shares of the Company was suspended at around
10:15 a.m. on 19th February, 2001 pending the press release of this announcement. The Company
has applied for a resumption of trading of its shares at 10:00 a.m. on 21st February, 2001.
By Order of the Board
SUN MAN TAI HOLDINGS COMPANY LIMITED
Qian Yong Wei
Chairman
Exchange rates:
US$:HK$=1:7.78
US$:RMB=1:8.17
HK$:RMB=1:1.05
Hong Kong, 20th February, 2001
* The Chinese name is for identification purpose only.
Please also refer to the published version of this announcement in the (Hong Kong iMail)
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