Annual Report 2009 - Greentown China Holdings Limited

Report of the
Directors
(b)
As Harbour Centre is the ultimate beneficial
owner of Nanjing Julong, which in turn
is a substantial shareholder of Hangzhou
Project Company, a non-wholly owned
subsidiary of the Company, Harbour
Centre is therefore a connected person
of the Company for the purpose of the
Listing Rules and the transactions under
the Harbour Centre Agreement constituted
connected transactions for the Company
under the Listing Rules.
Details of the Harbour Centre Agreement
were disclosed in the Company’s
announcement dated 14 April 2009 and the
Company’s circular dated 30 June 2009.
Zhonghai Trust
On 14 April 2009, Greentown Real Estate
and (Zhonghai Trust
Co., Ltd. *) (“Zhonghai Trust”), as trustee of
the trust named “ • 1
” (Zhonghai-Greentown No. 1 Real
Estates Investment Fund*) (the “Trust”),
entered into a trust agreement (the “Trust
Agreement”) pursuant to which Greentown
Real Estate agreed to subscribe not less than
60% of the junior units (the “Junior Units”)
of the Trust subject to a maximum dollar
amount of RMB300,000,000, assuming that
the Greentown Real Estate subscribes all
the Junior Units at a subscription price of
RMB1.00 each and the initial trust capital
is equal to RMB1,983.0 million and a
minimum dollar amount of RMB90,000,000,
assuming that Greentown Real Estate
subscribes 60% of the Junior Units at a
subscription price of RMB1.00 each and the
initial Trust Capital is equal to RMB991.5
million.
Pursuant to the Trust Agreement, (i)
(Hangzhou Kangju
Investment Management Co., Ltd.*)
(“Hangzhou Kangju”), a wholly-owned
subsidiary of the Company, and the Trustee
shall enter into a disposal agreement
pursuant to which it shall dispose not more
than 25% of the equity interests in
(Hangzhou
Greentown Haiqi Real Estate Development
Co., Ltd.*) (“Haiqi Greentown”) held by
Hangzhou Kangju (the “Haiqi Greentown
Interests”) to the Trust for not more than
RMB250,000,000; and Greentown Real
Estate and the Trustee shall enter into a
disposal agreement pursuant to which it
shall dispose not more than 45% of the
equity interests in
(Wuxi Greentown Real Estate
Development Co., Ltd.*) (“Wuxi Greentown”,
together with Haiqi Greentown, the “Project
Companies”) held by Greentown Real
Estate (the “Wuxi Greentown Interests”) to
the Trust for not more than RMB45,900,000
(the “Disposals”); and (ii) the Trust, Haiqi
Greentown and Wuxi Greentown shall enter
into respective loan agreements (the “Loan
Agreements”) pursuant to which the Trust
shall provide a loan of RMB1,250,000,000
to Haiqi Greentown and a loan of
RMB437,100,000 to Wuxi Greentown (the
“Loans”) respectively upon completion of
the Disposals.
In addition, pursuant to the Trust
Agreement:
(i)
(ii)
Greentown Real Estate and the
Trustee shall enter into an equity
interests put option agreement
(the “Equity Interests Put Option
Agreement”) pursuant to which
Greentown Real Estate will grant
a put option to the Trustee which
may exercise such put option and
require Greentown Real Estate or
its nominees to acquire all or part
(as the case may be) of the Haiqi
Greentown Interests and the Wuxi
Greentown Interests held by the
Trust upon certain conditions or the
occurrence of certain events.
Greentown Real Estate and the
other beneficiaries of the Trust (the
“Other Beneficiaries”) shall enter
into various trust units put option
agreements pursuant to which the
Other Beneficiaries shall be entitled
to exercise a put option requiring
Greentown Real Estate to acquire
all units of the Trust owned by
the Other Beneficiaries upon the
occurrence of certain events.
82
Greentown China Holdings Limited Annual Report 2009