京富城房地产开发有限公司.pdf

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1、-1-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 this a

2、nnouncement.(a joint stock limited company incorporated in the Peoples Republic of China with limited liability)(Stock Code:2777)CONNECTED TRANSACTION The Board announces that on 21 November 2008,a wholly owned subsidiary of the Company has entered into a sale agreement with each of Mr.Li and Mr.Zha

3、ng for the sale of two residential property units at an aggregate consideration of RMB82,740,680.As Mr.Li and Mr.Zhang are connected persons of the Company,the transaction contemplated under the Agreements constituted a connected transaction for the Company under the Listing Rules.Since the percenta

4、ge ratios involved as defined in Rule 14A.10 of the Listing Rules for the transaction with Mr.Li and Mr.Zhang are more than 0.1%but less than 2.5%,the connected transaction is only subject to reporting and announcement requirements set out in Listing Rules Chapter 14A and exempt from the independent

5、 shareholders approval requirements.The First Agreement Date :21 November 2008 Vendor:Beijing R&F City,a wholly owned subsidiary of the Company,which principal business is property development Purchaser :Mr.Li Property sold :Unit E3,Phase IV of Beijing R&F City Guangqumenwai Main Street,Chaoyang Dis

6、trict,Beijing,PRC Consideration:RMB40,468,120 Payment terms:Full payment not later than 30 December 2008 There is no previous transaction between the Company and Mr.Li or any of his associates within a 12-month period or is otherwise related that need to be aggregated with the current transaction in

7、 accordance with Rule 14A.25 of the Listing Rules.-2-The Second Agreement Date:21 November 2008 Vendor :Beijing R&F City Purchaser :Mr.Zhang Property sold :Unit E6,Phase IV of Beijing R&F City Guangqumenwai Main Street,Chaoyang District,Beijing,PRC Consideration :RMB42,272,560 Payment terms:Full pay

8、ment not later than 30 December 2008 There is no previous transaction between the Company and Mr.Zhang or any of his associates within a 12-month period or is otherwise related that need to be aggregated with the current transaction in accordance with Rule 14A.25 of the Listing Rules.The aggregate c

9、onsideration for the sale of the properties under the First Agreement to Mr.Li and the Second Agreement to Mr.Zhang is RMB82,740,680,and was determined after arms length negotiations with reference to a valuation by an independent professional valuer.The properties sold are new developments of the G

10、roup and have an aggregated book value of RMB45,586,000 as at 31 October 2008.The Company expects a gain on sale before expenses and taxes in the amount of approximately RMB32.6 million.The sale proceeds will be applied as general working capital of the Group.REASONS FOR AND BENEFITS OF THE ENTERING

11、 INTO THE AGREEMENTS The Company is principally engaged in property development and property related investment in the PRC.The properties sold under the Agreements were properties developed for sale in the ordinary and normal course of business of the Company and are purchased by Mr.Li and Mr.Zhang

12、respectively for their own personal uses.The Directors,including the independent non-executive Directors,consider the Agreements,being arrived at after arms length negotiations with the selling prices of the subject properties fixed having referenced to independent valuations,are on normal commercia

13、l terms and are in line with the ordinary and usual course of business of the Company.The Directors,including the independent non-executive Directors,further consider that the terms of the Agreements are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.GENER

14、AL Each of Mr.Li and Mr.Zhang Li is a Director and substantial shareholder of the Company and Mr.Zhang Liang is the son of Mr.Zhang Li,they are hence connected persons of the Company.The sales under the Agreements therefore constitute a connected transaction for the Company under the Listing Rules.A

15、s the percentage ratios involved as defined in Rule 14A.10 of the Listing Rules for the transaction with Mr.Li and Mr.Zhang are more than 0.1%but less than 2.5%,the connected transaction is only subject to reporting and announcement requirements set out in Listing Rules Chapter 14A and exempt from t

16、he independent shareholders approval -3-requirements.DEFINITIONS In this announcement,the following expressions have the following meanings unless the context otherwise requires:“Agreements”the First Agreement and the Second Agreement;“Board”the board of directors of the Company;“Beijing R&F City”京富

17、城房地產開發有限公司(Beijing R&F City Development Co.Ltd.),a wholly owned subsidiary of the Company;“Company”Guangzhou R&F Properties Co.,Ltd.,a company incorporated in the Peoples Republic of China,the H-shares of which are listed on the main board of the Stock Exchange;“connected person”has the meaning ascr

18、ibed to it under the Listing Rules;“Director(s)”the director(s)of the Company;“First Agreement”the agreement dated 21 November 2008 between Mr.Li and Beijing R&F City in respect of the sale of a property by Beijing R&F City to Mr.Li;“Group”the Company and its subsidiaries;“Hong Kong”the Hong Kong Sp

19、ecial Administrative Region of the PRC;“Listing Rules”the Rules Governing the Listing of Securities on the Stock Exchange;“Mr.Li”Mr.Li Sze Lim,an executive Director and a substantial shareholder of the Company;“Mr.Zhang”Mr.Zhang Li,an executive Director and a substantial shareholder of the Company a

20、nd Mr.Zhang Liang,son of Mr.Zhang Li;“PRC”the Peoples Republic of China;“RMB”Renminbi,the lawful currency of the PRC;-4-“Second Agreement”the agreement dated 21 November 2008 between Mr.Zhang and Beijing R&F City in respect of the sale of a property by Beijing R&F City to Mr.Zhang;“Shareholder(s)”sh

21、areholders of the Company;“Stock Exchange”The Stock Exchange of Hong Kong Limited;By order of the Board GUANGZHOU R&F PROPERTIES CO.,LTD.Chow Oi Wah,Fergus Company Secretary 21 November 2008 As at the date of this announcement,Mr.Li Sze Lim,Mr.Zhang Li,Mr.Zhou Yaonan and Mr.Lu Jing are executive Directors,Ms.Zhang Lin and Ms.Li Helen are non-executive Directors,and Mr.Huang Kaiwen,Mr.Dai Feng and Mr.Lai Ming,Joseph are the independent non-executive Directors of the Company.*for identification purpose only