THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Minmetals Land Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(Incorporated in Bermuda with limited liability)
(Stock Code: 230)
- MAJOR TRANSACTION IN RELATION TO
KUANGMAO LOAN FRAMEWORK AGREEMENT;
(2) MAJOR TRANSACTION
IN RELATION TO
KUANGRUN LOAN FRAMEWORK AGREEMENT;
AND
- MAJOR AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO
WANHU LOAN FRAMEWORK AGREEMENT
A letter from the Board is set out on pages 5 to 15 of this circular.
The Agreements, being the subject matter of this circular, have been approved by written shareholder's approval obtained from June Glory, the controlling shareholder of the Company, pursuant to Rule 14.44 of the Listing Rules in lieu of a general meeting of the Company. This circular is being despatched to the Shareholders for information only.
17 May 2021
CONTENTS
Page | |||
Definitions . | . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 | ||
Appendix I | - | Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | I-1 |
Appendix II | - | General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | II-1 |
- i -
DEFINITIONS
In this circular, the following expressions shall have the respective meanings set opposite thereto unless the context requires otherwise:
''Agreements'' | collectively, the Kuangmao Agreement, the Kuangrun | |||
Agreement and the Wanhu Agreement; | ||||
''Beijing Fortune | a residential development project situated in Xibeiwang Town, | |||
Garden'' | Haidian District, Beijing, the PRC; | |||
''Beijing Vanke'' | 北京萬科企業有限公司 Beijing Vanke Co., Ltd.*, a company | |||
established under the laws of the PRC with limited liability; | ||||
''Beijing Wanhu'' | 北京萬湖房地產開發有限公司 | Beijing | Wanhu | Property |
Development Co., Ltd.*, a company established under the laws | ||||
of the PRC undertaking the development of Beijing Fortune | ||||
Garden and an indirect non-wholly owned subsidiary of the | ||||
Company; | ||||
''Board'' | the board of Directors; | |||
''China Minmetals'' | China Minmetals Corporation, a state-owned enterprise | |||
established under the laws of the PRC and the ultimate | ||||
controlling shareholder of the Company indirectly interested in | ||||
approximately 61.88% of the issued share capital of the | ||||
Company as at the Latest Practicable Date; | ||||
''China Vanke'' | 萬科企業股份有限公司 China Vanke Co., Ltd.*, a joint stock | |||
company established under the laws of the PRC with limited | ||||
liability, the H Shares of which are listed on the Main Board of | ||||
the Stock Exchange (stock code: 2202) and the A Shares of | ||||
which are listed on the Shenzhen Stock Exchange (stock code: | ||||
000002); | ||||
''Company'' | Minmetals Land Limited, a company incorporated in Bermuda | |||
with limited liability, whose Shares are listed on the Main Board | ||||
of the Stock Exchange; | ||||
''connected person'', | each shall have the meaning ascribed to it under the Listing | |||
''connected person at | Rules; | |||
the subsidiary level'', | ||||
''controlling | ||||
shareholder'', | ||||
''percentage ratio'', |
''subsidiary(ies)'' and ''substantial shareholder''
- 1 -
DEFINITIONS
''CRL Holdings'' 華潤置地控股有限公司 China Resources Land Holdings Limited*, a company established under the laws of the PRC;
''Director(s)'' | directors (including independent non-executive directors) of the | ||
Company; | |||
''Group'' | the Company and its subsidiaries; | ||
''Guangzhou | 廣州市礦茂房地產開發有限公司 | Guangzhou | Kuangmao |
Kuangmao'' | Property Development Co., Ltd.*, a company established | ||
under the laws of the PRC with limited liability undertaking | |||
the development of Parc One and an indirect non-wholly owned | |||
subsidiary of the Company; | |||
''HK$'' | Hong Kong dollars, the lawful currency of Hong Kong; | ||
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC; | ||
''June Glory'' | June Glory International Limited, a company incorporated in | ||
the British Virgin Islands with limited liability and the immediate | |||
controlling shareholder of the Company holding approximately | |||
61.88% of the issued share capital of the Company as at the | |||
Latest Practicable Date; | |||
''Kuangmao | the loan framework agreement dated 26 April 2021 entered into | ||
Agreement'' | among Guangzhou Kuangmao, Shengshi Guangye and Xiefeng; | ||
''Kuangrun Agreement'' | the loan framework agreement dated 26 April 2021 entered into | ||
among Shenzhen Kuangrun, Shengshi Guangye and Shenzhen | |||
Runtou; | |||
''Latest Practicable | 12 May 2021, being the latest practicable date prior to the | ||
Date'' | printing of this circular for ascertaining certain information | ||
contained herein; | |||
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock | ||
Exchange as amended from time to time; | |||
''Minmetals Land | 五礦建設投資管理(北京)有限公司 Minmetals Land Investment | ||
Beijing'' | Management (Beijing) Co., Ltd*, a company established under | ||
the laws of the PRC and an indirect wholly-owned subsidiary of | |||
the Company and the direct holding company of Shengshi | |||
Guangye; | |||
''MLIML'' | Minmetals Land Investment Management Limited 五礦建設投資 | ||
管理有限公司, a company incorporated in Hong Kong with | |||
limited liability; |
- 2 -
DEFINITIONS
''Parc One'' | a residential development project situated at Changling Road, |
Huangpu District, Guangzhou City, Guangdong Province, the | |
PRC; | |
''Ping An'' | Ping An Insurance (Group) Company of China, Ltd. 中國平安保 |
險(集團)股份有限公司, a company established under the laws of | |
the PRC with limited liability, the A shares (stock code: 601318) | |
and H shares (stock code: 2318) of which are listed on the | |
Shanghai Stock Exchange and the Stock Exchange, respectively; | |
''Ping An Real Estate'' | 平安不動產有限公司 Ping An Real Estate Co., Ltd.*, a company |
established under the laws of the PRC with limited liability; | |
''PRC'' or ''Mainland | the People's Republic of China (for the purpose of this circular, |
China'' | excluding Hong Kong, the Macao Special Administrative Region |
of the PRC and Taiwan); | |
''Previous Kuangrun | has the meaning ascribed to it under the section headed ''Letter |
Loan'' | from the Board - Listing Rules Implications - Kuangrun |
Agreement'' in this circular; | |
''Previous Kuangrun | has the meaning ascribed to it under the section headed ''Letter |
Loan Agreements'' | from the Board - Listing Rules Implications - Kuangrun |
Agreement'' in this circular; | |
''Previous Xiefeng | collectively, the loans provided by Guangzhou Kuangmao to |
Loans'' | Xiefeng for an amount of RMB122.5 million (approximately |
HK$144.94 million) under the loan agreement dated 30 June | |
2020 entered into between Guangzhou Kuangmao and Xiefeng | |
(as supplemented) and for an amount of RMB122.5 million | |
(approximately HK$144.94 million) under the loan agreement | |
dated 11 January 2021 entered into between Guangzhou | |
Kuangmao and Xiefeng, respectively, further details of which | |
are set out in the Company's announcement dated 11 January | |
2021; | |
''RMB'' | Renminbi, the lawful currency of the PRC; |
''SFO'' | the Securities and Futures Ordinance (Chapter 571 of the Laws |
of Hong Kong); | |
''Share(s)'' | ordinary share(s) of HK$0.10 each in the issued share capital of |
the Company; | |
''Shareholder(s)'' | holder(s) of the Shares; |
- 3 -
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
Minmetals Land Limited published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 15:18:04 UTC.