Name of listed company: Hainan Overseas Chinese Investment Co., Ltd
Listing place: Shanghai Stock Exchange
Stock Abbreviation: S ＊ ST Overseas Chinese
Stock code: 600759
Name of Acquirer: Guangxi Zhenghe Industrial Group Co., Ltd
Address: Floor 5, Rongxing Building, Liunan District, Liuzhou City
Mailing address: Floor 5, Rongxing Building, Liunan District, Liuzhou City
Tel: 0772 － 38181883993808
Signing date of acquisition report (abstract): April 29, 2007
Statement of Acquirer
1、 This report (abstract) is prepared by the Acquirer in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for the Issuance of Securities by Listed Companies, the Administrative Measures for the Acquisition of Listed Companies, the Standards for the Contents and Forms of Information Disclosure by Companies that Offer Securities to the Public No. 16 - Acquisition Report of Listed Companies and relevant laws and regulations.
2、 According to the provisions of the Securities Law of the People's Republic of China and the Administrative Measures for the Acquisition of Listed Companies, this report (abstract) has fully disclosed the shares of Guangxi Zhenghe Industrial Group Co., Ltd. (hereinafter referred to as "Guangxi Zhenghe") in Hainan Overseas Chinese Investment Co., Ltd. (hereinafter referred to as "Hainan Overseas Chinese").
As of the signing date of this report (abstract), except for the shareholding information disclosed in this report (abstract), the above acquirer has no interest in Qiong Huaqiao by any other means.
3、 Guangxi Zhenghe has obtained necessary authorization and approval to sign this report (abstract), and its performance does not violate or conflict with any of the articles of association or internal rules of Guangxi Zhenghe.
4、 This acquisition is caused by the acquirer's intention to acquire Qiong Overseas Chinese shares held by Northern Development and to acquire new shares issued to it by Qiong Overseas Chinese; The acquirer's acquisition of new shares issued by the listed company this time must be approved by the general meeting of shareholders and the CSRC;
This acquisition has triggered the acquirer's obligation of acquisition by offer, and the acquirer will apply to the CSRC for exemption from its obligation of acquisition by offer;
The purchaser's subscription of new shares of Qiong Overseas Chinese is a part of Qiong Overseas Chinese's plan for this major asset restructuring. Therefore, this equity change still requires the entry into force of all effective conditions of Hainan Overseas Chinese Investment Co., Ltd.'s Major Asset Purchase Agreement and Hainan Overseas Chinese Investment Co., Ltd.'s Major Asset Sale Agreement agreed on this major asset restructuring, include:
1 The major asset restructuring plan was reviewed and approved by Qiong Huaqiao's board of directors and shareholders' meeting.
2 The major asset restructuring plan was reviewed and approved by the board of directors of Guangxi Zhenghe.
3 The major asset restructuring plan was approved by the CSRC.
4 Qiong Huaqiao's share trading reform plan was reviewed and approved by the relevant shareholders' meeting.
5 The Acquisition Report and Acquisition Report (Abstract) of Guangxi Zhenghe have no objection after being reviewed by the CSRC, and the obligation of tender offer triggered by them has been applied for an exemption from the approval of the CSRC.
5、 This acquisition is based on the information contained in this report (abstract). Except for the acquirer and the professional institution employed, no other person has been entrusted or authorized to provide the information not listed in this report (abstract) and make any explanation to this report (abstract).
hot tip
The share transfer, subscription and issuance of new shares adopted in this acquisition and Qiong Huaqiao's share trading reform, major asset sale, major asset purchase, major debt restructuring, and issuance of new shares are conducted simultaneously and mutually presupposed. If any of the proposals is not approved by the relevant authority or department, other proposals will not be implemented.
Section I Interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
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Section II Introduction of Acquirer
1、 Basic Information of Acquirer
Company name: Guangxi Zhenghe Industrial Group Co., Ltd
Registered address: Floor 5, Rongxing Building, Liunan District, Liuzhou City
Registered capital: 43.8 million US dollars (forty-three million eight hundred thousand US dollars)
Legal representative: You Zuxiong
Registration number issued by the industrial and commercial administration department: Qi Du Gui Zong Zi No. 003610
Enterprise type and economic nature: wholly foreign-owned enterprise
Business scope: real estate development, construction and operation based on ordinary residence; Relevant property management; Own property leasing
Business term: long-term
Approval Certificate of Foreign funded Enterprise No.: 4500004511
Organization code: 74206969-9
National Tax Registration Certificate No.: 450200742069699
Local tax registration certificate No.: 450204742069699
Name of shareholder or initiator: Lijia International Co., Ltd
Mailing address: Floor 5, Rongxing Building, Liunan District, Liuzhou City
Post code: 545004
Tel: 0772 － 38181883993808
Guangxi Zhenghe Industrial Group Co., Ltd., formerly known as "Liuzhou Global Real Estate Development Co., Ltd.", was established on September 26, 2002 with the exclusive investment of Lijia International Co., Ltd. upon the approval of Guangxi District Foreign Trade and Economic Cooperation Gui Wai Wai Zi (2002) No. 0105. The registered capital of the Company is USD 43.8 million, and the paid in capital is USD 43.8 million. In 2005, with the approval of Guangxi Administration for Industry and Commerce, the company name was changed to "Guangxi Global Industrial Group Co., Ltd.", and in 2006, it was changed to "Guangxi Zhenghe Industrial Group Co., Ltd.".
The main business of Guangxi Zhenghe is the development, construction and operation of real estate based on ordinary residential buildings. Since its establishment, Guangxi Zhenghe has mainly engaged in the development and operation of Gubu Street International in Liuzhou City Commercial City The total construction area of the project is about 517900 square meters.
By the end of 2006, Guangxi Zhenghe had total assets of 1795.56 million yuan and net assets of 566.36 million yuan. In 2006, Guangxi Zhenghe realized a revenue of 363.47 million yuan, a total profit of 122.84 million yuan, and a net profit of 123.46 million yuan.
2、 Acquirer's property rights and control relationship
（1） Acquirer's property right structure
As of the signing date of this report (abstract), the property right structure of the acquirer is as follows:
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（2） Basic information of acquisition of ginseng holding company
Founded in September 2002, Guangxi Zhenghe is a large corporate enterprise established in accordance with the modern enterprise system. Its main business is real estate development and operation. As of the signing date of this report, Guangxi Zhenghe has three holding subsidiaries.
The basic information of Guangxi Zhenghe Holding Company is as follows:
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（3） Basic information of controlling shareholders of the acquirer
The controlling shareholder of Guangxi Zhenghe is Lijia International Co., Ltd., which is a limited liability company invested by Mr. Chen Longji and Ms. Wang Huayu in Hong Kong on November 28, 1991.
Company registration certificate: 15241958 － 000 － 11 － 06 － 2
Total share capital of the company: 1 million shares, Mr. Chen Longji holds 999999 shares, and Ms. Wang Huayu holds 1 share
Address: Block B, 25/F, Block 7, Hefu Center, 33 Hefu Road, North Point, Hong Kong
Business nature: property development
As of the signing date of this report (abstract), Lijia International Co., Ltd. has only one holding company, Guangxi Zhenghe, and holds 100% of the equity of Guangxi Zhenghe.
According to the financial data provided by Hong Kong Ricard, as of December 31, 2006, its total assets were HK $34.202 million and its net assets were HK $25.88 million.
（4） Basic Information of the Acquirer's Actual Controller
The actual controller of Guangxi Zhenghe is Mr. Chen Longji. Mr. Chen Longji, born in 1956, has a college degree and is a Hong Kong resident. He used to be the vice president of Fujian Fuqing Hospital of Traditional Chinese Medicine and the chairman of Shanghai Duolun Industrial Co., Ltd. He is now a member of the Standing Committee of the CPPCC Fujian Provincial Committee, the vice chairman of Fujian International Chamber of Commerce, a visiting professor of Fujian Agriculture and Forestry University, a director of Shanghai Duolun Industrial Co., Ltd., and a director of Fujian Sanmu Group Co., Ltd.
Companies directly controlled by Mr. Chen Longji:
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3、 Acquirer (Guangxi Zhenghe)'s financial status in the last three years (consolidated statements)
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4、 Administrative punishment, criminal punishment, major civil litigation or arbitration of the acquirer in the last five years
Guangxi Zhenghe has not received any administrative punishment, criminal punishment, or major civil litigation or arbitration related to economic disputes in the past five years.
5、 Basic information of directors and senior managers of the acquirer
The board of directors of Guangxi Zhenghe is composed of three directors and one chairman. The following is the basic information of directors and senior managers:
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The above directors and senior managers of Guangxi Zhenghe have not been subject to administrative punishment, criminal punishment or major civil litigation or arbitration related to economic disputes in the past five years.
6、 The acquirer and its controlling shareholders and actual controllers have interests in other listed companies at home and abroad that reach or exceed 5% of the company's issued shares
As of the signing date of this report (abstract), Mr. Chen Longji holds 51% of the equity of Dongcheng International Enterprise Co., Ltd., and Dongcheng International Enterprise Co., Ltd. holds 60% of the equity of Haosheng (Hong Kong) Co., Ltd., while Haosheng (Hong Kong) Co., Ltd. holds Shanghai Duolun Industrial Co., Ltd. (stock name: Duolun Shares, stock code: 600696) 36.50% of the shares, the largest shareholder of the company, and Mr. Chen Longji is the actual controller of Shanghai Duolun Industrial Co., Ltd.
In addition, the acquirer and its controlling shareholders and actual controllers do not have 5% or more of the issued shares of other listed companies at home and abroad.
Section III Acquisition Decision and Purpose
1、 Purpose of acquisition
The purpose of this acquisition of the acquirer is to prepare to inject its main high-quality assets into Qiong Huaqiao, so as to realize the listing of the acquirer's main assets and businesses. On the other hand, Qiong Huaqiao rapidly improved its asset quality and financial situation, greatly enhanced its ability to continue operations and brought good returns to all shareholders.
2、 Relevant procedures performed by the acquirer for this acquisition
Guangxi Zhenghe held a board meeting on March 5, 2007 and April 11, 2007 respectively, and agreed to sign a Share Transfer Agreement and a Supplementary Agreement on Share Transfer with Northern Development to transfer 16152000 shares of Hainan Overseas Chinese Investment Co., Ltd. held by Northern Development.
On April 20, 2007, Guangxi Zhenghe held a board meeting and agreed to sign the Major Asset Purchase Agreement of Hainan Overseas Chinese Investment Co., Ltd. with Qiong Overseas Chinese, who purchased commercial real estate assets from the Company with new shares.
Section 4 Acquisition Methods
1、 Shares of listed companies held by the acquirer
Prior to this acquisition, the Company did not hold equity of Qiong Huaqiao.
2、 Way of acquisition
1. The Company signed an agreement with Northern Development to acquire the equity by agreement. The Company received 16152000 Qiong Overseas Chinese shares held by Northern Development. After the equity acquisition, the Company held 7.74% of Qiong Overseas Chinese shares.
2. Subscribe 730 million new shares of Qiong Huaqiao with assets.
After the completion of this equity acquisition and major asset purchase, Guangxi Zhenghe held 746.152 million shares of Qiong Overseas Chinese, accounting for 79.50% of the total shares of Qiong Overseas Chinese.
In this acquisition, Guangxi Zhenghe's acquisition of new shares from Qiong Overseas Chinese is subject to the approval of Qiong Overseas Chinese Shareholders' Meeting and the approval of the CSRC.
3、 Main contents of Share Transfer Agreement, Supplementary Agreement on Share Transfer and Asset Purchase Agreement
1. Share Transfer Agreement
On March 6, 2007, the Company and Northern Development reached an agreement on issues related to share transfer and signed the Share Transfer Agreement, which mainly includes:
Transferor: Fujian North Development Co., Ltd
Transferee: Guangxi Zhenghe Industrial Group Co., Ltd
The transferor promises to transfer 32.304 million shares of the target enterprise held by it to the transferee according to the conditions agreed in this agreement; The transferee agrees to accept all the shares.
Both parties agree that the transferee can designate other subjects as the actual transferee of this agreement. However, the obligations of the transferee under this Agreement shall be borne by the actual transferee.
The Transferee and the Transferor agree that the Transferee will accept 32.304 million shares of the target enterprise held by the Transferor at a price of 70 million yuan (unit: RMB yuan, the same below). The transferee agreed to pay 70 million yuan in installments for equity transfer.
Both parties agreed that if the asset restructuring was not approved by the CSRC, the Equity Transfer Agreement would automatically terminate.
2. Supplementary Agreement on Share Transfer
On April 13, 2007, the Company signed the Supplementary Agreement on Share Transfer with Northern Development, which supplements and changes the relevant items of the Share Transfer Agreement. The main contents are as follows:
Transferor: Fujian North Development Co., Ltd
Transferee: Guangxi Zhenghe Industrial Group Co., Ltd
The transferee waives the right to designate other subjects as the actual transferee of the transferred shares, and the transferee is the actual transferee of the transferred shares.
Article 2 "Share transfer" of the main agreement is changed to: "The transferor promises to transfer its 16.152 million shares of the target enterprise to the transferee in accordance with the conditions agreed in this agreement; the transferee agrees to transfer all the shares."
The Transferee and the Transferor agree that the Transferee will accept the 16.152 million shares of the target enterprise held by the Transferor at the price of 35 million yuan (unit: RMB yuan, the same below).
The transferee guarantees that there should be sufficient, excellent and operational assets (including equity) that meet the CSRC's audit standards to be placed in the target enterprise, to ensure the integrity and deliverability of the assets, and to ensure that the average annual return on net assets of the target enterprise in 18 months after the placement of the assets reaches more than 5%.
Both parties confirm that the transferor has completed the payment obligation of 35 million yuan for share transfer.
3. Asset Purchase Agreement
On April 20, 2007, the Company signed the Asset Purchase Agreement with Qiong Huaqiao, and the Company subscribed for the new shares of Qiong Huaqiao from the Company with some commercial properties in Gubu Street International Mall. The main contents are as follows:
Party A (Purchaser): Hainan Overseas Chinese Investment Co., Ltd
Party B (Seller): Guangxi Zhenghe Industrial Group Co., Ltd
The object of this transaction: The assets purchased by Party A this time are the commercial real estate legally owned by Party B, with a building area of 140166.17 square meters, located in the "Gubu Street International Mall", No. 1, Fei'e Second Road, Liuzhou, Guangxi. For the specific scope and status of the real estate, please refer to the Minzhong Xingping Zi (2007) issued by Fujian Zhongxing Assets Appraisal Real Estate Appraisal Co., Ltd No. 3046 Asset Appraisal Report and the attached asset appraisal description.
Way of this transaction: In this transaction, Party A will purchase Party B's transferred assets in consideration of issuing additional shares to Party B.
Price of this transaction:
(1) This transaction is sold to Qiong Huaqiao at the transfer price of 1402413215.03 yuan with reference to the appraisal value of 1451620295.27 yuan determined in the Assets Appraisal Report (MZTPZ (2007) No. 3046) issued by Fujian Zhongxing Assets Appraisal Real Estate and Land Appraisal Co., Ltd.
(2) In this transaction, the average transaction price of Party A's shares of 1.92 yuan 20 trading days before the announcement date of the resolution of the board of directors of Party A to issue shares in a non-public manner is the price per share of the transferred assets purchased by Party A for additional shares.
(3) Party A has issued additional 730 million shares to Party B, each of which is 1.92 yuan, equivalent to 1.4016 billion yuan, as the consideration for purchasing Party B's transferred assets. The difference between the consideration and the transferred assets is 813215.03 yuan, and Party B agrees that Party A will not pay.
(4) After the completion of this major asset purchase, Party B holds 746.152 million shares of Party A, accounting for 79.50% of the total shares of Party A.
4、 Basic information of the subscription assets
This acquisition can be regarded as the purchaser subscribing Qiong Huaqiao's new shares with non cash assets - part of commercial real estate.
The assets Qiong Huaqiao intends to purchase from Guangxi Zhenghe are part of the commercial properties of Gubu Street International Mall owned by Guangxi Zhenghe. Gubu Street International Mall, located in Liuzhou City, Guangxi Province, was completed at the end of 2006. The second floor of the project is a parking lot, the first floor of the project to the third floor above the ground (four floors in total) is a shopping mall, and the part above the third floor above the ground shopping mall is residential, including 12 multi-storey residential buildings, 2 small high-rise apartments and 5 high-rise residential buildings, totaling 19 buildings. Gubu Street International Mall covers an area of 112.21 mu, with a total construction area of 517898.73 square meters, including 226680.31 square meters of residential buildings, 215666.6 square meters of commercial buildings, and 75551.82 square meters of parking lots. The total number of residential households is 2681. The underground two floor parking lot is divided into eight areas, two in and three out. The total number of parking lots is 1956, including 561 small cars and 1395 mini cars, There are 591 motorcycles. The project is now being delivered for use in succession.
Up to now, Gubu Street International Shopping Mall has been in good condition in attracting investment. It has introduced 16 major merchants and nearly 1000 merchants, including 14 major merchants and 720 merchants. The main businesses that have entered the opening business include Shenzhen Nancheng Department Store, Botu Home Appliances, Gome, Emperor International Entertainment City, Anhua International Lighting City, Junlintianxia Restaurant, Guijingfu Restaurant, Concept 772 Premium Restaurant, etc.
According to the Assets Appraisal Report (MZTPZ (2007) No. 3046) issued by Fujian Zhongxing Assets Appraisal Real Estate and Land Appraisal Co., Ltd., the construction area of some inventories of Guangxi Zhenghe Industrial Group Co., Ltd. - finished products (some commercial properties on the first, second and third floors of Liuzhou Gubu Street International Mall) on December 31, 2006 is 140166.17 square meters, The book value is 751418249.49 yuan. After evaluation, the total evaluation value is 1451620295.27 yuan, and the evaluation value added is 700202045.78 yuan, with a value added rate of 93.18%.
Through negotiation, Qiong Huaqiao purchased the commercial property from Guangxi Zhenghe at a price of RMB 140241 million, of which 12209800 square meters with a lease were purchased at the assessed value, and 1806800 square meters without a lease were purchased at 80% of the assessed value. The appreciation rate of the purchase price of RMB 140241 million relative to the book value was 86.63%.
5、 Restrictions on the rights to acquire shares in this acquisition
According to the Share Transfer Agreement, Northern Development pledged 62304000 shares of Qiong Overseas Chinese held by Northern Development to Guangxi Zhenghe to guarantee the performance of the agreement by Northern Development. According to the announcement of Qiong Overseas Chinese on March 16, 2007, the largest shareholder of Qiong Overseas Chinese, Northern Development, pledged 62304000 shares to Guangxi Zhenghe on March 9, 2007. Since the purpose of this equity pledge of North Development is to provide guarantee for the performance of the equity transfer agreement, Guangxi Zhenghe is the pledgee of the equity held by North Development, so this equity pledge is conducive to the smooth completion of the equity transfer.
6、 Statement of the Company on the split share structure reform of Qiong Huaqiao
According to the relevant provisions of the share trading reform, the Company participated in the share trading reform as the initiator of Qiong Huaqiao's share trading reform.
Section V Statement of the Acquirer
I (and the institution I represent) promise that there is no false record, misleading statement or major omission in this report (abstract) and its abstract, and assume individual and joint legal responsibility for its authenticity, accuracy and integrity.
Guangxi Zhenghe Industrial Group Co., Ltd
Signature: You Zuxiong
Date: 2007
Section 6 Lawyer's Statement
I and the institution I represent have performed their due diligence obligations in accordance with the working procedures specified in the practice rules, checked and verified the contents of the acquisition report (abstract), found no false records, misleading statements or major omissions, and assumed corresponding responsibilities for this.
Fujian Mintian Law Firm
Date: 2007
Section VII Statement of Financial Advisor
I and the institution I represent have performed their due diligence obligations, checked and verified the contents of the acquisition report (abstract), found no false records, misleading statements or major omissions, and assumed corresponding responsibilities for this.
Jinyuan Securities Co., Ltd
Date: 2007
Sina statement: The content of this article is purely the author's personal view, only for investors' reference, and does not constitute investment advice. Investors operate accordingly at their own risk.
