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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 Hong Kong with limited liability)
(Stock code: 345)
(1) DISCLOSEABLE TRANSACTION IN RELATION TO
THE PROPOSED INVESTMENT IN THE CONSTRUCTION OF A PRODUCTION
BASE IN XINZHOU DISTRICT, WUHAN CITY,
THE PEOPLE’S REPUBLIC OF CHINA AND
(2) RESUMPTION OF TRADING
Reference is made to the voluntary announcement published by the Company on 16 September
2014 relating to the Proposed Investment by the Group in Wuhan City in the PRC, which
involves the construction of a production base on the Land.
The Board is pleased to announce that on 30 January 2015, Vitasoy Wuhan, an indirect
wholly-owned subsidiary of the Company won the Tender for acquiring the land use rights of
the Land for the consideration of approximately RMB30 million (equivalent to approximately
HK$37.2 million). Vitasoy Wuhan will enter into the Land Use Rights Transfer Contract with
the Wuhan Land Bureau within two weeks from the date of this announcement and after
obtaining the relevant approvals from the relevant PRC authorities.
According to the memorandum of understanding entered into between Vitasoy China (for and
on behalf of Vitasoy Wuhan) and the Wuhan Government on 16 September 2014, Vitasoy
China would invest approximately RMB500 million (equivalent to approximately HK$620
million) into a production base to be constructed on the Land under the Proposed Investment.
The Proposed Investment will be held by Vitasoy Wuhan which was being established as a
wholly foreign-owned enterprise in the PRC at the time when the memorandum of
understanding was entered into. Vitasoy Wuhan was subsequently established on 21 October
2014 with a registered capital of RMB170 million (equivalent to approximately HK$210.8
million). It is expected that the production of the factory will commence in 2016.
As all the applicable percentage ratios in respect of the Proposed Investment exceed 5% but
are less than 25%, the Proposed Investment constitutes a discloseable transaction for the
Company under Chapter 14 of the Listing Rules and is, therefore, subject to the reporting and
announcement requirements but is exempt from the Shareholders’ approval requirements under
Chapter 14 of the Listing Rules.
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RESUMPTION OF TRADING
At the request of the Company, trading in the shares of the Company on the Stock Exchange
was halted with effect from 9:00 a.m. on 30 January 2015 pending the release of this
announcement. The Company has applied to the Stock Exchange for the resumption of trading
in the shares of the Company with effect from 1:00 p.m. on 30 January 2015.
ACQUISITION OF LAND USE RIGHTS
Reference is made to the voluntary announcement published by the Company on 16 September
2014 relating to the Proposed Investment by the Group in Wuhan City in the PRC, which
involves the construction of a production base on the Land.
The Board is pleased to announce that on 30 January 2015, Vitasoy Wuhan, an indirect
wholly-owned subsidiary of the Company, won the Tender for acquiring the land use rights of
the Land for the consideration of approximately RMB30 million (equivalent to approximately
HK$37.2 million). Vitasoy Wuhan will enter into the Land Use Rights Transfer Contract with
the Wuhan Land Bureau within two weeks from the date of this announcement and after
obtaining the relevant approvals from the relevant PRC authorities.
According to the memorandum of understanding entered into between Vitasoy China (for and on
behalf of Vitasoy Wuhan) and the Wuhan Government on 16 September 2014, Vitasoy China
would invest approximately RMB500 million (equivalent to approximately HK$620 million)
into a production base to be constructed on the Land under the Proposed Investment. As at the
date of this announcement, it is estimated that the total investment amount will be used for as
follows: (i) approximately RMB30 million (equivalent to approximately HK$37.2 million) for
the Land Acquisition; (ii) an amount in the region of RMB90 million to RMB95 million
(equivalent to approximately HK$111.6 million to HK$117.8 million) for the construction of the
production base; (iii) an amount in the region of RMB365 million to RMB370 million
(equivalent to approximately HK$452.6 million to HK$458.8 million) for the purchase of fixed
assets; and (iv) the remaining amount for working capital.
The Proposed Investment will be held by Vitasoy Wuhan which was being established as a
wholly foreign-owned enterprise in the PRC at the time when the memorandum of
understanding was entered into. Vitasoy Wuhan was subsequently established on 21 October
2014 with a registered capital of RMB170 million (equivalent to approximately HK$210.8
million). It is expected that the production of the factory will commence in 2016.
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LAND USE RIGHTS TRANSFER CONTRACT
The principal terms of the Land Use Rights Transfer Contract are set out below.
Date
It is expected that the Land Use Rights Transfer Contract will be entered into between the
Wuhan Land Bureau and Vitasoy Wuhan within two weeks from the date of this announcement
and after obtaining the relevant approvals from the relevant PRC authorities.
Parties
(i)
Vitasoy Wuhan
(ii)
Wuhan Land Bureau, which is a local government authority in the PRC and is in charge of,
among other things, the sale of land use rights of the lands in Wuhan City, the PRC. To the
best of the Directors’ knowledge, information and belief, and having made all reasonable
enquiries, the Wuhan Land Bureau and its ultimate beneficial owner(s) are third parties
independent of and not connected with the Company and its connected person(s) (as
defined in the Listing Rules).
Land
The Land is located at 中國湖北省武漢市新洲區陽邏經濟開發區 (Yangluo Economic
Development Zone, Xinzhou District, Wuahn City, Hubei Province, the PRC*), with a net land
area of approximately 105,000 square meters (approximately 157 Chinese acres). The nature of
the land use rights of the Land is for industrial purpose. The term for the land use rights is 50
years from the date of the delivery of the Land.
Consideration and payment arrangements
The consideration for the Land Acquisition is approximately RMB30 million (equivalent to
approximately HK$37.2 million), representing an average land cost of approximately RMB
285.7 (equivalent to approximately HK$354.3) per square meter based on the net area of the
Land.
Vitasoy Wuhan has paid an amount of RMB30 million (equivalent to approximately HK$37.2
million) as the tender guarantee payment, which will be applied towards settling the total
consideration for the Land Acquisition. The tender guarantee payment will be paid as
consideration for the Land Acquisition on the date of the Land Use Rights Transfer Contract.
The Group will finance the Proposed Investment, including payment for the Land Acquisition,
by internal resources of the Group.
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The Directors are of the view that the consideration for the Land Acquisition is fair and
reasonable having taken into account the location and potential development prospects of the
Land, as well as the standard rate for the sale of industrial lands in Wuhan City issued by the
relevant PRC authorities.
REASONS FOR AND BENEFITS OF THE PROPOSED INVESTMENT
The Group is principally engaged in the manufacturing and distribution of food and beverage
and has sustainable development commitment in the PRC. Vitasoy Wuhan is principally
engaged in the manufacturing, processing and packaging of different varieties of food and
beverages. The Group is actively exploring opportunities to construct a large production base
and a regional distribution centre in the PRC for the expansion of its business and therefore
acquired the Land for such purpose.
The Proposed Investment offers the Group an excellent opportunity to achieve its business
objective. Hence, the Directors consider that the Proposed Investment is in the interest of the
Group and the Shareholders as a whole and the terms of the Land Acquisition are on normal
commercial terms and are fair and reasonable.
IMPLICATIONS UNDER THE LISTING RULES
As all the applicable percentage ratios in respect of the Proposed Investment exceed 5% but are
less than 25%, the Proposed Investment constitutes a discloseable transaction for the Company
under Chapter 14 of the Listing Rules and is, therefore, subject to the reporting and
announcement requirements but is exempt from the Shareholders’ approval requirements under
Chapter 14 of the Listing Rules.
RESUMPTION OF TRADING
At the request of the Company, trading in the shares of the Company on the Stock Exchange
was halted with effect from 9:00 a.m. on 30 January 2015 pending the release of this
announcement. The Company has applied to the Stock Exchange for the resumption of trading
in the shares of the Company with effect from 1:00 p.m. on 30 January 2015.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms shall have the
following meanings:
“Board”
the board of Directors;
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“Company”
Vitasoy International Holdings Limited (維他奶國際集團有
限公司), a company incorporated in Hong Kong, the shares of
which are listed on the Stock Exchange (Stock Code: 345);
“Directors”
the directors (including the independent non-executive
directors) of the Company;
“Group”
the Company and its subsidiaries;
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong;
“Land”
the piece of state-owned land with a net land area of
approximately 105,000 square meters (approximately 157
Chinese acres) located at 中國湖北省武漢市新洲區陽邏經
濟開發區 (Yangluo Economic Development Zone, Xinzhou
District, Wuahn City, Hubei Province, the PRC*);
“Land Acquisition”
acquisition of the land use rights of the Land by way of
bidding at the Tender;
“Land Use Rights Transfer
Contract”
國 有 建 設 用 地 使 用 權 出 讓 合 同 (land use rights transfer
contract) to be entered into between the Wuhan Land Bureau
and Vitasoy Wuhan in respect of the Land Acquisition;
“Listing Rules”
The Rules Governing the Listing of Securities on the Stock
Exchange;
“PRC”
the People’s Republic of China, which for the purpose of this
announcement, shall exclude Hong Kong, Macau Special
Administrative Region of the PRC and Taiwan;
“Proposed Investment”
the proposed investment by the Group, through Vitasoy
Wuhan, in the construction of a production based on the Land
in Wuhan City in the PRC;
“RMB”
Renminbi, the lawful currency of the PRC;
“Shareholders”
holders of the issued shares of the Company;
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“Tender”
掛牌出讓 (public tender*) for the acquisition of the land use
rights of the Land held by the Wuhan Land Bureau during the
period from 19 January 2015 to 29 January, 2015;
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“Vitasoy China”
Vitasoy (China) Investments Company Limited (維他奶(中
國)投資有限公司), a company incorporated with limited
liability in Hong Kong and a direct wholly-owned subsidiary
of the Company;
“Vitasoy Wuhan”
Vitasoy (Wuhan) Company Limited (維他奶(武漢)有限公
司), a wholly foreign owned enterprise established in the PRC
with limited liability with a registered capital of RMB170
million (equivalent to approximately HK$210.8 million) and a
direct wholly-owned subsidiary of Vitasoy China;
“Wuhan Government”
湖北省武漢市新洲區人民政府 (The People’s Government
of Xinzhou District, Yangluo Economic Development Zone,
Wuhan City, Hubei Province, the PRC*);
“Wuhan Land Bureau”
武漢市國土資源和規劃局 (Urban Construction, Land and
Water Affairs Bureau of Yangluo Economic Development
Zone*), a local government authority of the PRC and the
vendor of the Land;
“%”
per cent.
For the purpose of this announcement, conversions of RMB into HK$ are based on the
approximate exchange rate of RMB1 to HK$1.24 for the purposes of illustration only. No
representation is made that any amount of HK$ or RMB could have been or could be converted
at the above rate or at any other rates.
By Order of the Board
Winston Yau-lai LO
Executive Chairman
Hong Kong, 30 January 2015
As at the date of this announcement, Mr. Winston Yau-lai Lo and Mr. Roberto Guidetti are
executive Directors. Ms. Myrna Mo-ching Lo and Ms. Yvonne Mo-ling Lo are non-executive
Directors. Dr. the Hon. Sir David Kwok-po Li, Mr. Jan P. S. Erlund and Mr. Valiant Kin-piu
Cheung are independent non-executive Directors.
* For identification purposes only
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