Basic HTML Version
81
Glorious Property
Annual Report 2011
Connected Transactions
Pursuant to Chapter 14A of the Listing Rules, the following transactions are “connected transactions” and “continuing
connected transactions” as defined in the Listing Rules and which are subject to the disclosure requirements under
Chapter 14A of the Listing Rules. Certain of these connected transactions which also constitute related party transactions
are set out in note 36 to the consolidated financial statements. Details of such transactions are as follows:
(A) CONNECTED TRANSACTIONS
Provision of Financial Assistance
On 13 April 2011,
㛬ସՙήପҳ༟ɽஹϞࠢʮ̡
(Glorious Zhuoyi Property Investment (Dalian) Co., Ltd.*)
(“Zhuoyi Dalian”), an indirect wholly-owned subsidiary of the Company, acquired from
ɽஹձʺછٰණྠϞࠢʮ
̡
(Dalian Hesheng Holdings Group Co., Ltd.*) (“Dalian Hesheng”) a 70% equity interest in
㛬ସජΈ㒥ήɽஹ
ໄุϞࠢʮ̡
(Glorious Yangguang Xindi (Dalian) Property Development Co., Ltd.*) (formerly known as
ʕ۬ܔ
ɽஹגήପක೯Ϟࠢʮ̡
(Zhong Cheng Jian (Dalian) Real Estate Development Co., Ltd.*) (“Glorious Yangguang
Dalian”) and the relevant shareholder’s loan at a total consideration of RMB514,647,100 (the “Acquisition”). In
connection with the Acquisition and as a condition to release the original equity pledge over the entire equity
interest in Glorious Yangguang Dalian as a security to the repayment obligation under a loan (“the Entrusted Loan”)
in the amount of RMB500,000,000 provided by
ശፄყڦৄϞࠢʮ̡
(Huarong International Trust Co., Ltd.*)
(“Huarong Trust”) as lender to Dalian Hesheng as borrower, the following security documents were entered into
on 26 April 2011 in favour of Huarong Trust: (i) a land pledge agreement by
ɽஹᆗ౻גήପක೯Ϟࠢʮ̡
(Dalian
Runjing Property Development Co., Ltd.*) (“Dalian Runjing”) over a land slot with a gross site area of 50,148 sq.m.
in Dalian; (ii) an equity pledge agreement by Zhuoyi Dalian over the 70% equity interest in Glorious Yangguang
Dalian; (iii) an equity pledge agreement by Zhuoyi Dalian over the 100% equity interest in Dalian Runjing; and
(iv) an irrevocable guarantee by
㛬ସජΈ㒥ή፱ྐྵໄุϞࠢʮ̡
(Glorious Yangguang Xindi (Liaoning) Property
Development Co., Ltd.* (“Glorious Yangguang Xindi”), an indirect wholly-owned subsidiary of the Company
(the agreements in (i) to (iv) shall be collectively referred to as the “New Security Documents”). Further, Glorious
Yangguang Dalian also agreed to the continuation of the land pledge agreement dated 11 August 2010 (“No.
200 Land Pledge”) entered into by Glorious Yangguang Dalian over a land slot with a gross site area of 120,576
sq.m. in Dalian in favour of Huarong Trust. Upon completion of the Acquisition on 27 April 2011, Glorious
Yangguang Dalian became a subsidiary of the Company, indirectly owned as to 70% by the Company and as to
30% by Dalian Hesheng. Dalian Hesheng, as a substantial shareholder of a subsidiary of the Company, became
a connected person of the Company. Therefore, the New Security Documents and the No. 200 Land Pledge
constituted connected transactions of the Company in the form of provision of financial assistance to a connected
person.
In order to facilitate the obtain of certain loan facilities by Dalian Hesheng from Dalian Branch of Shengjing
Bank (
ସԯვБٰ΅Ϟࠢʮ̡
) (“Shengjing Bank”) in the principal amount of not exceeding RMB240,000,000
(the “Shengjing Bank Loan”) to fund its repayment obligation under the Entrusted Loan, on 15 December 2011,
Huarong Trust released the No. 200 Land Pledge and Glorious Yangguang Dalian entered into a new land pledge
over the same land slot in favour of Dalian Branch of Shengjing Bank (the “New No. 200 Land Pledge”) to secure
the repayment obligations of Dalian Hesheng under the Shengjing Bank Loan. In addition, Glorious Yangguang
Dalian also entered into a joint and several liability guarantee in favour of Dalian Branch of Shengjing Bank (the
“New Guarantee”). As Dalian Hesheng is a connected person of the Company, the New No. 200 Land Pledge and
the New Guarantee constitute connected transactions of the Company in the form of provision of financial assistance
to a connected person.
* For identification purpose only