Document 6589612

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: 966)
ANNOUNCEMENT
(1) TERMINATION OF ACQUISITION OF PROPERTY IN BEIJING
(2) DISCLOSEABLE TRANSACTION
ACQUSITION OF ANOTHER PROPERTY IN BEIJING
On 29 October 2014, TPL, a subsidiary of the Company, entered into the Site B Termination
Agreement to terminate the acquisition of Site B Property on the condition that the Site D
Acquisition Agreement has been signed and become effective.
On the same day, TPL entered into the Site D Acquisition Agreement with FS Landmark
pursuant to which TPL agreed to acquire the Site D Property from FS Landmark at the Initial
Consideration of RMB5,019,000,000 (subject to adjustment).
The Site D Acquisition constitutes a discloseable transaction of the Company under the
Listing Rules. As the applicable percentage ratios in respect of the Site D Acquisition
based on the Initial Consideration calculated in accordance with Chapter 14 of the Listing
Rules are more than 5% but less than 25%, the Site D Acquisition is subject to the reporting
and announcement requirements under the Listing Rules.
TERMINATION OF ACQUISITION OF SITE B PROPERTY
Reference is made to the Previous Announcement in relation to the acquisition of the Site B
Property from Financial Street pursuant to the Site B Acquisition Agreement.
On 29 October 2014,
(a)
TPL, Financial Street and FS Guangan entered into a supplemental agreement to
supplement and amend the Site B Supplemental Acquisition Agreement confirming,
inter alia, the novation of rights and obligations of Financial Street under the Site B
Acquisition Agreement to FS Guangan.
(b)
FS Guangan, TPL and FS Landmark entered into the Site B Termination Agreement to
terminate the Site B Acquisition Agreement on the condition that the Site D Acquisition
Agreement has been signed and become effective. The parties to the Site B
Termination Agreement agreed that the prepayment of RMB537,750,000 made by TPL
pursuant to the Site B Acquisition Agreement shall be transferred by FS Guangan to FS
Landmark as a prepayment payable by TPL to FS Landmark pursuant to the Site D
Acquisition Agreement.
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DISCLOSEABLE TRANSACTIONS - ACQUISITION OF SITE D PROPERTY
The Site D Acquisition Agreement
Date
:
29 October 2014
Parties
:
(1) FS Landmark as vendor
(2) TPL as purchaser
Subject Matter
:
The acquisition of the Site D Property from FS Landmark by TPL or
its associates
Consideration
:
The initial consideration calculated based on the Initial GFA is
RMB5,019,000,000 (the “Initial Consideration”), subject to
adjustment.
As at the date of this announcement, the maximum amount of
consideration is unable to be determined between the parties.
When the Final Consideration is determined at a later stage, the
Company will comply with the relevant requirements under the
Listing Rules (if required). TPG (HK) has approved the Site D
Acquisition Agreement and the transactions contemplated
thereunder.
Payment Term
:
The Initial Consideration of RMB5,019,000,000 (subject to
adjustment) shall be payable by TPL to FS Landmark in the
following manner:
(a) Up to the 15 business days after land use rights certificate (土
地使用證) in respect of Site D has been obtained and the
delivery of FS Landmark’s relevant notification to TPL, a total
payment up to RMB2,509,500,000 (representing 50% of the
Initial Consideration) to be settled by TPL. As mentioned in the
section headed “Termination of Acquisition of Site B
Property”, RMB537,750,000 had been paid by TPL to
Financial Street pursuant to the Site B Acquisition Agreement
and shall be applied to settle part of the prepayment payable
pursuant to the Site D Acquisition Agreement;
(b) Up to 15 business days after the completion certificate (竣工驗
收備案表) in respect of the Site D Property has been obtained
and the delivery of FS Landmark’s relevant notifications to
TPL, a total payment up to RMB 4,768,050,000 (representing
95% of the Initial Consideration) is to be settled by TPL;
(c) the remaining balance of the Final Consideration as final
settlement within 15 business days after the receipt of written
notice of the initial property registration for the Site D Property
and the delivery of FS Landmark’s relevant notifications to
TPL.
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Termination
:
The parties agreed that if the relevant authorities in the PRC does
not approve or refuse to perform the relevant statutory procedures
resulting non-performance of obligation under the Site D Property
Acquisition Agreement by TPL, such agreement shall be terminated
and FS Landmark will return all the payments made by TPL within
30 days after TPL’s notification.
It is agreed that if the land use rights certificate in respect of Site D
is not obtained before 31 October 2014, TPL shall be entitled to
terminate the Site D Acquisition Agreement and FS Landmark will
return all the payments made by TPL together with interests to TPL.
Delivery of the :
Property
It is expected that FS Landmark will deliver the Site D Property to
TPL no later than 31 December 2016.
Upon the Site D Acquisition Agreement having been signed and become effective on 29
October 2014, the Site B Termination Agreement became unconditional.
It is intended that the consideration payable under the Site D Acquisition Agreement will be
funded by internal resources of TPL.
Information on the Site D Property
The Site D Property will be constructed by FS Landmark at Site D of Daji Redevelopment
Zone, Southeast corner of Caishikou, Xicheng District, Beijing, the PRC (中國北京西城區
菜市口東南角大吉危改小區 D 地塊).
REASONS FOR AND BENEFITS OF ENTERING INTO THE SITE D ACQUISITION
AGREEMENT
The Site D Acquisition will enable TPL to become the owner of the Site D Property located
in a premium location in Beijing. Based on the solid foundation and prospects of the PRC
economy and real estate markets over the long term, the purchase of the Site D Property by
TPL will be beneficial to its overall asset composition from a diversification, asset-liability
matching, and risk-return perspective.
The consideration for the Site D Acquisition was determined after arm’s length negotiations
between FS Landmark and TPL with reference to the market value of similar properties in
proximity, taking into account of the potential value of the Site D Property.
The Directors are of the view that the Site D Acquisition Agreement is on normal commercial
terms and the terms of the Site D Acquisition Agreement are fair and reasonable and in the
interests of the shareholders as a whole.
REQUIREMENTS UNDER THE LISTING RULES
As the applicable percentage ratios in respect of the Site D Acquisition based on the Initial
Consideration calculated in accordance with Chapter 14 of the Listing Rules are more than
5% but less than 25%, the Site D Acquisition is subject to the reporting and announcement
requirements under the Listing Rules.
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GENERAL
The principal activity of the Company is investment holding. The principal activities of the
Group’s subsidiaries are the underwriting of direct life insurance business in the PRC, direct
property and casualty insurance business in the PRC, Hong Kong and overseas, and all
classes of global reinsurance business. The Group’s subsidiaries also carry on operations in
asset management, insurance intermediary, E-commerce for insurance, pension and group life
insurance, securities dealing and broking business.
TPL was incorporated in the PRC with a national licence to operate domestic life insurance.
TPL is mainly engaged in underwriting direct life insurance contracts in the PRC.
FS Landmark is a limited company established in the PRC principally engaged in
development of real estate and sales of self-developed commodity housing.
To the best of the Directors’ knowledge, information and belief having made all reasonable
enquiry, FS Landmark and its ultimate beneficial owner are third parties independent of the
Company and its connected persons.
DEFINITIONS
Unless the context otherwise requires, the following terms shall have the meanings set out
below:
“Company”
China Taiping Insurance Holdings Company Limited (中國太平
保險控股有限公司), a company incorporated in Hong Kong
with limited liability, the shares of which are listed on the main
board of the Stock Exchange
“connected person”
has the meaning ascribed to it under the Listing Rules
“controlling shareholder”
has the meaning ascribed to it under the Listing Rules
“Directors”
the directors of the Company
“Final Consideration”
the final consideration calculated based on the gross floor area
in accordance with the actual measurement report of the
completed Site D Property to be issued by a qualified surveyor
“Financial Street”
Financial Street Holdings Co., Ltd. (金融街控股股份有限公
司), a joint stock limited company established in the PRC
“FS Guangan”
金融街廣安（北京）置業有限公司 (English translation for
reference only: Financial Street Guangan (Beijing) Properties
Co., Ltd., a wholly-owned subsidiary of Financial Street
“FS Landmark”
金融街（北京）置地有限公司 (English translation for reference
only: Financial Street (Beijing) Landmark Co., Ltd., a
wholly-owned subsidiary of Financial Street
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“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“Previous Announcement” the announcement of the Company dated 8 August 2013
“PRC”
People’s Republic of China, for the purposes of this
announcement, excluding Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“Site B Property”
commercial housing with approximately 75,000 square meters
gross floor area (subject to adjustment) in the west wing of No.4
office building to be constructed by Financial Street and its
subsidiaries on Site B of Daji Redevelopment Zone, Southeast
corner of Caishikou, Xicheng District, Beijing, the PRC (中國
北京西城區菜市口東南角大吉危改小區B地塊) (“Site B”)
“Site B Acquisition
Agreement”
the property sale and purchase agreement dated 8 August 2013
entered into between Financial Street and TPL in relation to the
acquisition of Site B Property by TPL as supplemented and
amended from time to time
“Site B Termination
Agreement”
the conditional termination agreement dated 29 October 2014
entered into between FS Landmark, TPL and FS Guangan
“Site D Acquisition”
the acquisition of the Site D Property by TPL from FS
Landmark pursuant to the Site D Acquisition Agreement and the
transactions contemplated thereunder
“Site D Acquisition
Agreement”
the property sale and purchase agreement dated 29 October
2014 entered into between FS Landmark and TPL in relation to
the acquisition of Site D Property by TPL
“Site D Property”
office building with approximately 124,800 square meters gross
floor area (the “Initial GFA”) (subject to adjustment) to be
constructed by FS Landmark on Site D of Daji Redevelopment
Zone, Southeast corner of Caishikou, Xicheng District, Beijing,
the PRC (中國北京西城區菜市口東南角大吉危改小區 D 地
塊) (“Site D”), which will comprise approximately 87,800
square meters gross floor area above the ground and 37,000
square meters gross floor area below the ground, subject to
finalization to be stated in《建設工程規劃許可證》(English
translation for reference only: Construction Project Planning
Permit) to be issued by 北京市规委(English translation for
reference only: Beijing Municipal Planning Commission)
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“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“TPL”
太平人壽保險有限公司 (Taiping Life Insurance Company
Limited), a company incorporated in the PRC and a subsidiary
of the Company owned as to 75.1% by the Company and 24.9%
by Ageas Insurance International N.V.
“TPG (HK)”
China Taiping Insurance Group (HK) Company Limited 中國太
平保險集團（香港）有限公司, a company incorporated in Hong
Kong with limited liability, which is the controlling shareholder
of the Company and as of the date hereof, is holding
approximately 68.96% of the shares in the Company
“%”
per cent
By order of the board of
China Taiping Insurance Holdings Company Limited
ZHANG Ruohan
CHAN Man Ko
Joint Company Secretary
Hong Kong, 29 October 2014
As at the date of this announcement, the Board comprises 11 directors, of which Mr. WANG Bin, Mr.
LI Jinfu, Mr. MENG Zhaoyi and Mr. XIE Yiqun, are executive directors, Mr. HUANG Weijian, Mr.
ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming are non-executive directors and Dr. WU
Jiesi, Mr. Zhu Dajian and Mr. WU Ting Yuk Anthony are independent non-executive directors.
This announcement is posted on the website of The Stock Exchange of Hong Kong Limited at
www.hkexnews.hk and on the website of the Company at www.ctih.cntaiping.com.
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