Annual Report 2009 - Greentown China Holdings Limited

Report of the
Directors
(d)
(e)
Shanghai Huazhe
On 9 August 2009 and 11 August 2009,
(Shanghai Huazhe
Bund Real Estate Co., Ltd.*) (“Shanghai
Huazhe”), an indirect non-wholly owned
subsidiary of the Company, and Mr SHOU
Bainian (“Mr Shou”) and his spouse, Ms
YAO Wanjing () (collectively, the
“Purchasers”) entered into two agreements
(the “First and Second Agreements”)
pursuant to which Shanghai Huazhe
agreed to sell and the Purchasers agreed
to purchase the two properties situated
in Shanghai for RMB21,460,074 and
RMB14,479,909, respectively, subject to
adjustment.
The Purchasers are Mr Shou, an executive
Director and a substantial shareholder of
the Company, and Mr Shou’s spouse, Ms
YAO Wanjing. The Purchasers are therefore
connected persons of the Company
within the meaning of the Listing Rules.
The entering into of the First and the
Second Agreements constituted connected
transactions for the Company under the
Listing Rules.
Details of the First and Second Agreements
were disclosed in the Company’s
announcement dated 13 August 2009.
Tianjin Yijun
On 3 December 2009, Greentown Real
Estate (as the buyer),
(Liaocheng City Huanhai
Lianhe Real Estate Development Co., Ltd*)
(“Huanhai Lianhe”) and
(Zhejiang Yifeng Investment Co.,
Ltd.*) (“Zhejiang Yifeng”) (collectively as
the “Sellers”) entered into a share transfer
framework agreement (the “Share Transfer
Agreement”).
Pursuant to the Share Transfer Agreement,
Greentown Real Estate agreed to (i) acquire
31% and 49% of the equity interests in
(Tianjin Yijun
Investment Co., Ltd.*) (“Tianjin Yijun”)
from Huanhai Lianhe and Zhejiang
Yifeng respectively for RMB8,000,000,
subject to adjustment (the “Tianjin Yijun
Acquisitions”); (ii) provide, after completion
of the Tianjin Yijun Acquisitions, a loan in
a maximum amount of the total amount
payable by Tianjin Yijun for terminating
certain contractual obligations as at the date
of signing of the Share Transfer Agreement;
and (iii) provide a loan to Tianjin Yijun for
its repayment of its account payables to the
relevant creditors. Upon completion of the
Tianjin Yijun Acquisitions, the Company
(through Greentown Real Estate) and
Huanhai Lianhe will hold 80% and 20%
of the equity interests in Tianjin Yijun,
respectively.
In anticipation of the Tianjin Yijun
Acquisitions, Greentown Real Estate has
also provided a loan to Tianjin Yijun for the
payment of the outstanding premium and
the relevant tax and stamp duty in relation
to two parcels of land at which the projects
owned by Tianjin Yijun are situated.
Huanhai Lianhe and Zhejiang Yifeng are
wholly-owned by Mr MAO Zhijin ()
(“Mr Mao”). As ()
(Evon (China) Ltd.) (99.99% owned by Mr
Mao) and (Addgenius
Enterprises Limited) (a wholly-owned
subsidiary of the Company) hold 49% and
51%, respectively, of the equity interests of a
joint venture, Mr Mao is a connected person
of the Company under the Listing Rules so
as the Sellers, Huanhai Lianhe and Zhejiang
Yifeng. Therefore, the Tianjin Yijun
Acquisitions and the other transactions
contemplated under the Share Transfer
Agreement (collectively, the “Tianjin Yijun
Transactions”) constituted connected
transactions for the Company under the
Listing Rules.
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Greentown China Holdings Limited Annual Report 2009