Pursuant to the Land Use Right Grant Contract, Project
Co agreed to pay a total consideration of approximately
RMB2,453 million (approximately HK$2,478 million) to
acquire the land use rights of CQN Land. The consideration
will be payable by instalments and subject to the other
terms and conditions set out therein.
To fund the payment of land costs, construction costs and
the development costs (including the cost of demolition
of the existing structures and compensation for the
settlement of the original occupiers) in relation to CQN
Land, the total investment and registered capital of
Project Co are proposed to be increased from RMB690 million
(approximately HK$697 million) and RMB230 million
(approximately
HK$232 million) respectively to RMB4,542 million
(approximately HK$4,587 million) and RMB2,156 million
(approximately HK$2,178 million) respectively in stages.
The contribution to the registered capital of, and any
shareholders' loans to, Project Co is expected to be made
by CKH and HWL (or their respective subsidiaries) in
proportion to their respective effective equity interest
in Project Co. The respective interest in Forton will be
accounted for by CKH and HWL using equity accounting method.
It is currently expected that each of CKH and HWL will
provide its contribution for the land costs and portion
of the construction costs and the development costs of
CQN Land using its internal resources and that Project
Co may obtain loans from banks or financial institutions
or corporations for the remaining portion of the
construction costs and development costs of CQN Land.
Project Co was established in 2004 for owning and
developing another piece of land also located at
"*" (Nanan District, Chongqing) at a distance
of about 3 kilometres from the CQN Land and currently the
principal activities of Project Co are to own and develop
such land as well as the CQN Land.
Reasons for the transactions
The entering into the Land Use Right Grant Contract and
the acquisition of the land use rights in CQN Land for
the development into residential and commercial
properties is consistent with one of the core business
strategies for both CKH and HWL. The respective Boards
of CKH and HWL, including the respective Independent
Non-executive Directors of CKH and HWL, consider the terms
for the acquisition of CQN Land and the land use rights
thereof and for the increase in the total investment of
Project Co for the Acquisition and Development to be in
the respective interests of CKH and HWL and their
respective shareholders, on normal commercial terms and
fair and reasonable so far as CKH and HWL and their
respective shareholders are concerned.
Connected transactions
HWL is a substantial shareholder of certain subsidiaries
of CKH and hence is a connected person of CKH within the
meaning of the Listing Rules. CKH is a substantial
shareholder of HWL and hence is a connected person of HWL
within the meaning of the Listing Rules. Accordingly, the
financial assistance provided or to be provided by way
of contribution to increase the registered capital of,
and any shareholders' loans, to Project Co in relation
to the Acquisition and Development constitute connected
transactions for both CKH and HWL under Listing Rule
14A.13(2). As one or more of the relevant percentage ratios
represented by the funding contribution of each of CKH
and HWL is or are more than 0.1% but less than 2.5%, in
accordance with Listing Rule 14A.66(2), such funding
contribution is exempt from the independent shareholders'
approval requirements and is only subject to the reporting
and announcement requirements set out in Listing Rules
14A.45 to 14A.47.
General
The principal activities of the CKH Group are investment
holding, property development and investment, hotel and
serviced suite operation, property and project management
and investments in securities. The HWL Group operates and
invests in five core businesses: ports and related
services; property and hotels; retail; energy,
infrastructure, finance & investments and others; and
telecommunications.
The directors (Note) of CKH as at the date of this
announcement are Mr. LI Ka-shing (Chairman),
Mr. LI Tzar Kuoi, Victor (Managing Director and Deputy
Chairman), Mr. KAM Hing Lam (Deputy Managing Director),
Mr. IP Tak Chuen, Edmond (Deputy Managing Director), Mr.
CHUNG Sun Keung, Davy,