Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, 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
announcement.
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2389)
DISCLOSEABLE TRANSACTION: CONSTRUCTION CONTRACT
The Board is pleased to announce that on 11 July 2017, Beijian Inland Port (an indirect nonwholly owned subsidiary of the Company) and Beijing Urban Construction entered into the
Construction Contract, pursuant to which Beijing Urban Construction will provide certain
construction services to Beijian Inland Port. The principal terms of which are as follows:
THE CONSTRUCTION CONTRACT
Date:
11 July 2017
Parties:
1.
北京北建陸港國際物流有限公司(Beijing Beijian Inland Port
International Logistics Co., Ltd.*), an indirect non-wholly
owned subsidiary of the Company; and
2.
Beijing Urban Construction Yatai Group Co., Ltd.
To the best of the Directors’ knowledge, information and belief
having made all reasonable enquiry, Beijing Urban Construction
and its ultimate beneficial owners are the independent third parties
independent of the Company and its connected persons (as defined
under the Listing Rules).
*
For identification purposes only.
–1–
Scope of construction:
All construction works in relation to the warehouse project
to be erected on a piece of land of the Group located at No. 1
Dongsihuan Nanlu, Chaoyang District, Beijing, the PRC as stated
in the relevant blueprints, including construction of foundation
and base, main structure, building decoration, roof building, water
supply, drainage, thermal system, ventilation and air conditioning,
electricity supply, smart building, elevator system and outdoor
construction works, etc.
The construction work is expected to be completed on or about 6
August 2019.
Consideration:
The Consideration payable by Beijian Inland Port is as follows:
RMB299,886,596 (equivalent to approximately HK$344,479,733)
(tax inclusive).
The Consideration was determined after arm’s length negotiations
with reference to the expected scope and complexity of the
construction works to be carried out, the costs of material and
labour costs estimated to be incurred, and the prevailing market
prices for carrying out construction works of comparable scale and
complexity.
Payment terms:
The Consideration of RMB299,886,596 (equivalent to
approximately HK$344,479,733) shall be paid by Beijian Inland
Port in the following manner:
(1)
7.46% of the Consideration (i.e. RMB22,360,998, equivalent
to approximately HK$25,686,078) will be counted as
prepayment, of which, RMB19,370,956 (equivalent to
approximately HK$22,251,417) shall be paid upon the
submission of prepayment guarantees and special invoices
of value-added tax by the contractor and such documents
were approved by Beijian Inland Port; the remaining
RMB2,990,042 (equivalent to approximately HK$3,434,661)
shall be paid within 7 days before commencing the
construction work;
–2–
(2)
95% of the Consideration (including the prepayment stated in
item (1)) (i.e. RMB284,892,266, equivalent to approximately
HK$327,255,746) shall be paid within 28 days upon receipt
of the application form of progress payment by supervisors as
required under the contract (net of the deduction as required
under the contract); and the prepayment stated in item (1) will
be equally apportioned to set off the third to sixth instalment
of the progress payment; and
(3)
The remaining 5% of the Consideration (i.e. RMB14,994,330,
equivalent to approximately HK$17,223,987) will be counted
as retention money for the construction work and shall be paid
within 14 days from the date of the second anniversary of the
inspection and acceptance of the construction works.
As stated in the circular of the Company dated 20 June 2017,
on 13 April 2017,北京陸港國際物流有限公司(Beijing Inland
Port International Logistics Co., Ltd.*), an indirect non-wholly
owned subsidiary of the Company, and 北京融輝酒店管理有限
公司(Beijing Ronghui Hotel Management Limited*) (“Beijing
Ronghui”) entered into a sale and purchase agreement in relation
to the disposal of the entire equity interests of Beijian Inland
Port (the “Disposal”). The Company expects the Disposal will be
completed before 31 July 2017, therefore, the Board expected that
the Consideration shall be paid by Beijing Ronghui.
In the event that the Disposal fails to complete, the Consideration
will be financed by the internal resources of the Group, and may
also be partially funded by bank borrowings. The amount of bank
borrowings will be determined by the Board after taking account
into certain factors such as the financial status and cash flow of the
Group and the prevailing interest rates.
INFORMATION OF THE GROUP
The Company is an investment holding company. The Group is principally engaged in the
provision of medical care, health care and geriatric care related services and products.
Beijian Inland Port, a company established in the PRC with limited liability, is principally
engaged in development of medical treatment related properties. As at the date of this
announcement, Beijian Inland Port is an indirect non-wholly owned subsidiary of the Company.
*
For identification purposes only.
–3–
INFORMATION OF BEIJING URBAN CONSTRUCTION
Established in 1994, Beijing Urban Construction is the state’s large scaled, class 1 construction
enterprise with a credit rating of AAA. It has (i) country-level, A grade qualifications in
respect of eight areas including housing construction, municipal utilities, building decoration,
protection of cultural relics, gardening and ancient architecture, steel structure, mechanical
and electrical equipment installation as well as heavy lift equipment installation; (ii)
class-A qualifications on international construction contracting, real estate development and
architectural design; and (iii) special equipment installation, modification and maintenance
permits.
REASONS FOR AND BENEFITS OF THE TRANSACTION
Beijian Inland Port is currently in the process of investing and constructing a new industrial
park in Beijing. As a legally qualified construction company with a good reputation, Beijing
Urban Construction has been selected through a tender process, and is able to provide Beijian
Inland Port with related construction services so as to satisfy the construction requirements of
the new industrial park.
The Board has considered that the Construction Contract has been entered into on normal
commercial terms and the terms thereto are fair and reasonable. The Transaction contemplated
thereunder is in the interests of the Company and its shareholders as a whole.
LISTING RULES IMPLICATIONS
As at least one of the applicable percentage ratios set out under Rule 14.07 of the Listing Rules
in respect of the Transaction are more than 5% but less than 25%, the Transaction constitutes a
discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore
subject to the notification and announcement requirements under Chapter 14 of the Listing
Rules.
–4–
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the
following meanings:
“Board”
the board of Directors
“Company”
Beijing Enterprises Medical and Health Industry Group
Limited, a company incorporated in the Cayman Islands with
limited liability, whose shares are listed on the main board of
the Stock Exchange (stock code: 2389)
“Consideration”
the total consideration payable for services to be obtained
under the Construction Contract
“Construction Contract”
the contract entered into between Beijian Inland Port and
Beijing Urban Construction (as the contractor) on 11 July
2017, to provide construction service under the terms thereto
“Director(s)”
the directors of the Company
“Beijing Urban Construction”
Beijing Urban Construction Yatai Group Co., Ltd
“Beijian Inland Port”
北京北建陸港國際物流有限公司(Beijing Beijian Inland Port
International Logistics Co., Ltd.*), an indirect non-wholly
owned subsidiary of the Company establish in PRC
“Group”
the Company and its subsidiaries (as amended from time to
time)
“HK$”
Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
*
For identification purposes only.
–5–
“PRC”
the People’s Republic of China
“RMB”
Renminbi, the lawful currency of the PRC
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Transaction”
the transaction under the Construction Contract
“%”
per cent
Unless otherwise specified, the conversion of RMB into HK$ are based on the exchange rate of
RMB 1.00 to HK$1.1487. No representation is made that any amounts in RMB and HK$ have
been or could be converted at the relevant dates at the above rate or other rates or at all.
By order of the Board
Beijing Enterprises Medical and Health
Industry Group Limited
Zhu Shi Xing
Chairman
Hong Kong, 11 July 2017
As at the date of this announcement, the Board comprises ten Executive Directors, namely
Mr. Zhu Shi Xing, Mr. Qian Xu, Mr. Liu Xue Heng, Mr. Gu Shan Chao, Mr. Siu Kin Wai,
Mr. Hu Xiao Yong, Mr. Hu Yebi, Mr. Hu Shiang Chi, Mr. Wang Zheng Chun and
Mr. Zhang Jing Ming and five Independent Non-Executive Directors, namely
Mr. Gary Zhou, Mr. Tse Man Kit, Keith, Mr. Wu Yong Xin, Mr. Robert Winslow Koepp and
Mr. Zhang Yun Zhou.
–6–