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. SOUTHEAST ASIA PROPERTIES & FINANCE LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 252 Website: http://www.seapnf.com.hk DISCLOSEABLE TRANSACTION SUCCESSFUL BIDDING FOR PROPERTY IN HONG KONG The Board is pleased to announce that the Purchaser, a wholly-owned subsidiary of the Company, has succeeded in the Tender Process for the Target Property in Hong Kong on 19 March 2018 at a consideration of HK$103,890,000. As one or more of the applicable percentage ratio(s) of the Acquisition is more than 5% and all of the applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. The board of directors (the Board ) of Southeast Asia Properties & Finance Limited (the Company ) is pleased to announce that the Purchaser, a wholly-owned subsidiary of the Company, has succeeded in the Tender Process of Target Property in Hong Kong on 19 March 2018 at a consideration of HK$103,890,000. 1
PARTICULARS OF THE TARGET PROPERTY The particulars of the Property ( Particulars ) are as follows: ALL THAT piece or parcel of ground registered in the Land Registry as THE REMAINING PORTION OF LOT NO. 984 IN DEMARCATION DISTRICT NO. 450 together with the messuages erections and buildings thereon. The Property is held from the Government for the term created by the Government Lease described hereunder: A Government Lease is deemed to have been issued by virtue of section 14 of the Conveyancing and Property Ordinance, Cap.219 of the Laws of Hong Kong, upon compliance with the conditions precedent contained in certain Agreement and Conditions of Exchange registered in the Land Registry as New Grant No.4275 the brief particulars of which are as follows: (a) Date: The 3rd day of July 1964 (b) Parties: The Deputy District Commissioner, New Territories on behalf of the Governor of Hong Kong of the one part and The General of the Salvation Army of the other part (c) Term: 75 years from the 1st day of July 1898 with a right of renewal for a further term of 24 years less the last three days thereof which term is extended until the 30th day of June 2047 under section 6 of the New Territories Leases (Extension) Ordinance, Cap.150 of the Laws of Hong Kong (d) Lot No.: Lot No.984 in Demarcation District No.450 CONSIDERATION The total Consideration was HK$103,890,000 which was determined based on the bid price made by the Purchaser with reference to (i) the prevailing property market conditions of the area where the Target Property is located; and (ii) the development potential of the Target Property. 2
The Consideration has been/shall be settled in the following manner: (i) approximately HK$5,500,000 previously paid as Initial Deposit of the Acquisition; (ii) The Purchaser shall on or before the 13th day of April 2018 sign and deliver the Memorandum of Agreement to the Vendor and pay to the Vendor the Further Deposit which shall be equivalent to 10% of the Purchase Price less the Initial Deposit (the Initial Deposit and the Further Deposit shall, therefore, together be a sum equivalent to 10% of the Purchase Price); (iii) Completion of the purchase shall take place at the offices of the Vendor s Solicitors on or before the 11th day of May 2018. On completion all the balance of the Purchase Price (i.e. 90% of the Purchase Price) shall be fully paid by the Purchaser. The Consideration will be funded by the internal resource and bank facilities of the Group. INFORMATION OF THE COMPANY AND PARTIES TO THE DEAL Information of the Company The Company is an investment holding company. The Group is principally engaged in property investment, development and leasing, hotel operation, manufacturing and distribution of plastic packaging materials, broking and securities margin financing. The Purchaser The Purchaser is a company incorporated in the Hong Kong and is a direct wholly owned subsidiary of the Company THE GENERAL OF THE SALVATION ARMY THE GENERAL OF THE SALVATION ARMY is the vendor of the Target Property and is incorporated as a corporate sole under the Salvation Army Ordinance (Cap. 1062 of the Laws of Hong Kong) whose office is situated at No. 11 Wing Sing Lane, Yaumatei, Kowloon, Hong Kong. 3
To the best of the Directors knowledge, information and belief having made all reasonable enquiries, THE GENERAL OF THE SALVATION ARMY is third party independent of the Company and its connected persons. REASONS FOR AND BENEFITS OF THE ACQUISITION The Target Property is located in Kwai Chung which is an urban area within Tsuen Wan New Town in the New Territories of Hong Kong. Together with Tsing Yi Island, it is part of the Kwai Tsing District of Hong Kong. Kwai Chung is the site of the container port. It is also part of Tsuen Wan New Town. Its area is approximately 9.93 km 2. Areas within Kwai Chung include: Kwai Fong, Kwai Hing, Lai King, Tai Wo Hau. The Directors are of the view that the terms of the Acquisition, including the Consideration, are fair and reasonable. The Acquisition will provide opportunities for the Group to expand and develop its property investment, development and leasing business. It is expected that the development of the Target Property will bring synergies to the Group s property investment, development and leasing business, and thereby expanding the Group s operating income, which is in the interest of the Company and its Shareholders as a whole. LISTING RULES IMPLICATION As one or more of the applicable percentage ratio(s) of the Acquisition is more than 5% and all of the applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. DEFINITION In this announcement, unless the context otherwise requires, the following expressions have the following meanings: Acquisition the intended acquisition of the Target Property by the Purchaser through the Tender Process as set out in this announcement Board the board of Directors 4
Company Southeast Asia Properties & Finance Limited, a company incorporated in the Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 252) Consideration the total consideration of the Acquisition Director(s) the director(s) of the Company Further Deposit the further deposit payable by the Purchaser to the Vendor on or before 13th day of April 2018 Government the Government of Hong Kong Group the Company and its subsidiaries HK$ Hong Kong dollar, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the PRC Initial Deposit the initial deposit paid by the Purchaser under the Tender Process Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Memorandum of Agreement the Memorandum of Agreement for Sale and Purchase percentage ratio(s) the meanings ascribed to it under Chapter 14 of the Listing Rules Purchaser Gainful Sky Hong Kong Limited,, a company established in the Hong Kong with limited liability, which is direct and wholly owned subsidiary of the Company 5
Shareholder(s) holder(s) of the share(s) of the Company Stock Exchange The Stock Exchange of Hong Kong Limited Target Property No.1 Lei Muk Road, Kwai Chung, New Territories, Hong Kong (The Remaining Portion of Lot No.984 in Demarcation District No.450) Tender process the tender process, as arranged by Savills Realty Limited, one of the Vendor s agents, for the sale of the Target Property Vendor THE GENERAL OF THE SALVATION ARMY incorporated as a corporate sole under the Salvation Army Ordinance (Cap.1062 of the Laws of Hong Kong) whose office is situate at No.11 Wing Sing Lane, Yaumatei, Kowloon, Hong Kong Vendor s Solicitors Messrs. Wilkinson & Grist, the solicitors acting for the Vendor in the sale of the Target Property or other solicitor s firm appointed by the Vendor to take their place By Order of the Board Southeast Asia Properties & Finance Limited Chua Nai Tuen Chairman and Managing Director Hong Kong, 22 March 2018 As at the date of this announcement, the Board comprises: (a) Executive Directors: Mr. Chua Nai Tuen, Mr. Nelson Junior Chua, Mr. Gilson Chua; (b) Non-executive Directors: Mr. Chan Man Hon, Eric, Mr. Jimmy Siy Tiong, Mr. Samuel Siy Yap, Mr. Tsai Han Yung, Ms. Vivian Chua; and (c) Independent Non-executive Directors: Mr. Chan Siu Ting, Mr. James L. Kwok, Mr. Wong Shek Keung, Mr. Tsui Ka Wah. 6