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responsibility for the contents of this announcement, makes no representation
as to its accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
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JOINT ANNOUNCEMENT
CONNECTED TRANSACTION
Purchase of Property
Summary
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On 26th February, 1999, a Pre-Sale Contract for Foreign Sales Property
and a Supplemental Agreement thereto (the "Agreements") were entered into
between Beijing Minghua Property Development Co., Ltd. ("Beijing Minghua")
and Dao Heng Bank Limited ("DHB"), a wholly-owned subsidiary of Dao Heng
Bank Group Limited ("DHBG").
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Beijing Minghua is a 75% owned subsidiary of Guoco Properties Limited which
is owned as to 55% by Guoco Group Limited ("GGL") and 45% by First Capital
Corporation Ltd, a 58.95% subsidiary of GGL. The remaining 25% interest
in Beijing Minghua is owned by an independent third party.
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Under the Agreements, Beijing Minghua agreed to sell, and DHB agreed to
purchase Rooms 821 and 822, 8th Floor, Block B, Corporate Square, No. 35
Finance Street, Xi Cheng District, Beijing, the People's Republic of China
(the "Property") with a total gross floor area of 309 square metres for
a cash consideration of US$648,900.
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GGL has a 71.7% interest in DHBG.
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The Agreements constitute a connected transaction for each of GGL and DHBG
under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited. Details of the Agreements will be included in the
next published annual reports and accounts of each of GGL and DHBG.
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The AGREEMENTS DATED 26th February, 1999
Parties:
Vendor :
Beijing Minghua
Purchaser : DHB
The Agreements:
Under the Agreements, Beijing Minghua agreed to sell, and DHB agreed
to purchase the Property.
Consideration:
US$648,900, representing US$2,100 per square metre, in cash is to be
paid by DHB. Full payment of the consideration will be made on completion.
The consideration was determined after arm's length negotiations with reference
to the valuation of the Corporate Square by an independent property valuer
as at 31st July, 1998 and the recently transacted price of units or floors
in Corporate Square between Beijing Minghua and independent third parties.
Reasons for the Agreements:
The Beijing representative office of DHB has been operating in rented
premises in the Everbright Bank Building in Beijing since 1994. A self-owned
premises will save rental costs and facilitate the operations of DHB in
Beijing. The Property will be used as the prospective premises for the
Beijing representative office.
Completion:
Completion of the Agreements will take place within ten days of the
date of the signing thereof. Full payment of the consideration will be
made on completion.
Connected transaction
The Agreements constitute a connected transaction for each of GGL and
DHBG. The consideration under the Agreements exceeds 0.03% but is less
than 3% of the latest audited consolidated net tangible asset value of
each of GGL and DHBG as at 30th June, 1998. Details of the Agreements will
be included in the next published annual report and accounts of each of
GGL and DHBG.
By Order of the Board
By Order of the Board
Guoco Group Limited
Dao Heng Bank Group Limited
Doris W.N. Wong
Doris W.N. Wong
Company Secretary
Company Secretary
Hong Kong, 26th February, 1999