REASONS FOR AND BENEFITS OF THE TRANSACTIONS The Board believes that the price from Nangang Trading is fair and proper and the payment terms offered by Nangang Trading are also in line with the market practice. In addition, since Nangang Trading has larger production capacity over other suppliers and the raw materials from Nangang Trading are refined from iron ore with quality assured, the Board believes that the transactions are expected to provide stable supply of quality steelwork materials for Taicang project and enhance operational efficiency of the Group’s business. Based on the foregoing, the Directors (including the independent non-executive Directors) are of the view that terms of Steelwork Material Purchase Framework Agreement (including the proposed annual caps) were determined after arm’s length negotiation, and the transactions contemplated thereunder are conducted in the ordinary and usual business of the Company and are on normal commercial terms, or on terms no less favourable to the Group than those available from independent third parties under prevailing local market conditions, fair and reasonable and in the interests of the Company and its Shareholders as a whole. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries as of the date of this announcement, none of the Directors has any material interests in the Steelwork Material Purchase Framework Agreement and the transactions contemplated thereunder or shall abstain from voting in respect of the relevant resolutions. LISTING RULES IMPLICATIONS As of the date of this announcement, Fosun International is the controlling shareholder of the Company, holding approximately 80.97% equity interest of the Company. As Nangang Trading is an associate of Fosun International, Nangang Trading is a connected person of the Company and thus the transactions contemplated under the Steelwork Material Purchase Framework Agreement constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. As more than one applicable percentage ratios in respect of the proposed annual caps for the Steelwork Material Purchase Framework Agreement exceed 0.1% but all are less than 5%, the transactions contemplated thereunder are therefore subject to reporting, announcement and annual review requirements but are exempt from the requirement of independent Shareholders’ approval under Chapter 14A of the Listing Rules. INFORMATION ON THE PARTIES The Group is one of the world’s leading leisure-focused integrated tourism groups, and the largest leisure tourism resorts group worldwide, in terms of revenue in 2019 according to Frost & Sullivan’s report. The Group offers a wide spectrum of tourism- and leisure-related services, which constitutes its three major business segments: (i) resorts and hotels, which the Group operates through Club Med, Club Med Joyview, and Casa Cook and Xxxx’x Club brands, which were acquired in 2019; (ii) tourism destinations that the Group develops, operates and manages, including Atlantis Sanya, Lijiang FOLIDAY Town and Taicang FOLIDAY Town developed and operated under our self-owned brand ‘‘FOLIDAY Town’’; and (iii) services and solutions in various tourism and leisure settings. Nangang Trading’s principal businesses are self-operation and acting as agency for import and export business of various commodities and technologies (except for commodities or technologies that are restricted or prohibited from import and export by the Chinese government); machinery and components, instruments and meters, steelwork materials, metal materials, coke (excluding dangerous goods), coal, refractories, wholesale and retail of construction materials; recycling, processing and sales of used recyclable materials (excluding hazardous chemicals); metallurgical consulting services; cargo storage (except for dangerous goods); cargo handling (excluding transportation or dangerous goods); processing and delivery of metal materials (operated exclusively by licensed branches); development and design services for corporate websites. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, Nangang Trading was indirectly controlled by Nanjing Nangang, which is in turn indirectly held by Fosun International as to 60% of equity interest, and Xxxxx International was indirectly held by Mr. Xxx Xxxxxxxxxx as to 60.56% of equity interest as of the date of this announcement. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors of the Company ‘‘Company’’ Fosun Tourism Group, a company incorporated under the laws of the Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 1992) ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘controlling shareholder(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of our Company ‘‘Fosun International’’ Fosun International Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 656) ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time ‘‘Main Board’’ the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Stock Exchange ‘‘Nangang Trading’’ Jiangsu XXXXX’X ‘‘Ready Rolled Steel’’ Trading Co., Ltd. *(江蘇南鋼鋼材現貨貿易有限公司), a company established in the PRC ‘‘Nanjing Nangang’’ Nanjing Nangang Iron & Steel United Co., Ltd* ( 南 京 南 鋼 鋼 鐵 聯合有限公司), a company established in the PRC ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China, and for the purposes of this announcement only, excluding Hong Kong, Macau and Taiwan ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ ordinary share(s) in the share capital of the Company with a par value of EUR0.0001 each ‘‘Shareholders’’ holder(s) of our Share(s) ‘‘Steelwork Material Purchase Framework Agreement’’ a steelwork material purchase agreement entered into on 21 April 2020 between the Company and Nangang Trading, pursuant to which the Group shall purchase, and Nangang Trading shall sell, steelwork materials ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘subsidiary(ies)’’ has the meaning ascribed to it under the Listing Rules ‘‘Xiben’’ Xiben New Line Stock Co., Ltd. ( 西 本 新 幹 線 股 份 有 限 公 司 ), an independent third party providing market price of steelwork materials ‘‘%’’ per cent By order of the Board Fosun Tourism Group Xxxx Xxxxxxxx Chairman 21 April 2020 As at the date of this announcement, the executive Directors are Xx. Xxxx Xxxxxxxx, Xx. Xxxxx Xxxxxxx d’Estaing and Xx. Xxxx Xxxxxxx; and the independent non-executive Directors are Xx. Xxxxx Xxxxx, Xx. Xxx Xxxxxxxx and Xx. Xxxxxxxxx Xxxx Xin.
REASONS FOR AND BENEFITS OF THE TRANSACTION Based on the information and confirmation provided by APL, the APL Directors expect that based on the long-term growth prospect of the PRC economy and the recent economic development, property development in the PRC, particularly, major cities such as Chengdu will continue to enjoy growth. The APL Directors also expect that domestic demands for commercial and residential properties in the PRC will remain strong. As such, the APL Directors consider that it is now opportune to diversify the property investment portfolio of APL by diversifying into the PRC property market as an investor in a property project in the PRC with potential to yield favourable returns to its shareholders. The APL Directors consider that participating in the Co-operation Project, being a transaction contemplated under the Investment Co-operation Agreement, is in line with such direction and a good opportunity to establish APL’s presence in the PRC, which is now considered strategically important to the long-term development of APL. The APL Directors also consider that the Transaction is on normal commercial terms and the terms of the Investment Co-operation Agreement are fair and reasonable, and the Transaction is in the interests of APL and its shareholders taken as a whole. Based on the information and confirmation provided by APL, the Directors have accepted the confirmation provided by APL and therefore concur with the view of the APL Directors and consider that the Transaction is in the interests of AGL and its shareholders taken as a whole. INFORMATION ABOUT THE COMPANY, APL, SHUANGLIU GOVERNMENT, APCV, JIYOU AND CHINA CENTURY The Company The Company is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The principal business activity of the Company is investment holding. The principal business activities of its major subsidiaries are property investment and development, hospitality related activities, health administration, medical scheme administration, the provision of healthcare services, the provision of financial services, and investments in listed and unlisted securities.
