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.
LIPPO LIMITED | LIPPO CHINA RESOURCES LIMITED |
力寶有限公司 | 力寶華潤有限公司 |
(Incorporated in Hong Kong with limited liability) | (Incorporated in Hong Kong with limited liability) |
(Stock Code: 226) | (Stock Code: 156) |
JOINT ANNOUNCEMENT
DISPOSAL OF INVESTMENTS
DISCLOSEABLE TRANSACTION | VOLUNTARY ANNOUNCEMENT |
Reference is made to the joint announcements of Lippo and LCR dated 12 December 2019 and 13 December 2019 relating to the Previous Disposals.
The respective Boards of Lippo and LCR wish to inform their shareholders that, subsequent to the Previous Disposals, CEI (a wholly-owned subsidiary of LCR which in turn is an approximate 74.99% indirect subsidiary of Lippo) further disposed of a total of 187,328 Tencent Shares through a series of trades conducted in the open market during the period from 16 December 2019 to 17 December 2019 for an aggregate sale proceeds of approximately HK$68,465,000, before expenses.
As at least one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Further Disposal exceeds 5% but all are less than 25%, the Further Disposal, on a standalone basis, constitutes a discloseable transaction for Lippo under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but are exempted from shareholders' approval requirement under the Listing Rules. The Further Disposal, when aggregated with the Previous Disposals, remains as a discloseable transaction for Lippo under Chapter 14 of the Listing Rules.
As all the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Further Disposal are less than 5%, the Further Disposal, on a standalone basis, does not constitute a notifiable transaction for LCR under Chapter 14 of the Listing Rules. The Further Disposal, when aggregated with the Previous Disposals, remains as a discloseable transaction for LCR under Chapter 14 of the Listing Rules. This announcement is made by LCR on a voluntary basis.
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THE FURTHER DISPOSAL
Reference is made to the joint announcements of Lippo and LCR dated 12 December 2019 and 13 December 2019 relating to the Previous Disposals.
The respective Boards of Lippo and LCR wish to inform their shareholders that, subsequent to the Previous Disposals, CEI (a wholly-owned subsidiary of LCR which in turn is an approximate 74.99% indirect subsidiary of Lippo) further disposed of a total of 187,328 Tencent Shares through a series of trades conducted in the open market during the period from 16 December 2019 to 17 December 2019 for an aggregate sale proceeds of approximately HK$68,465,000, before expenses. The sale proceeds for the Further Disposal represented the market price of Tencent Shares at the time of disposal, representing an average price of approximately HK$365.5 per Tencent Share, before expenses.
Based on the latest publicly available information, the 187,328 Tencent Shares disposed of under the Further Disposal represent approximately 0.002% of the total issued Tencent Shares as at 30 November 2019.
As the Further Disposal was conducted in the open market, the identities of the counterparties cannot be ascertained. To the best of the knowledge, information and belief of the directors of each of Lippo and LCR and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the Further Disposal are independent of and not connected with each of Lippo and LCR and their respective connected persons.
REASONS FOR AND BENEFITS OF THE FURTHER DISPOSAL
The Boards of Lippo and LCR consider that the Further Disposal is in line with the objective of the LCR Group to manage its investment portfolio by adopting a proactive but prudent approach in investments.
The 187,328 Tencent Shares disposed of under the Further Disposal are recognised as financial assets at fair value through other comprehensive income in each of LCR's and Lippo's consolidated financial statements.
As a result of the Further Disposal, it is expected that the LCR Group will recognise a fair value gain of approximately HK$840,000 in the other comprehensive income for the year ending 31 March 2020, which is calculated on the basis of the difference between the average selling price (before expenses) and the carrying amount of the relevant Tencent Shares as at 31 March 2019. The gain to be recorded in the other comprehensive income attributable to the Lippo Group would be approximately HK$630,000, which is calculated based on 74.99% of the LCR Group's fair value gain for the Further Disposal.
The purpose of the Further Disposal is to allow the LCR Group to liquidate its securities investment and the sale proceeds will be re-allocated for any other potential investments or general working capital.
In view of the above, the respective Boards of Lippo and LCR (including their respective independent non-executive directors) are of the view that the Further Disposal is fair and reasonable and on normal commercial terms and in the interests of each of Lippo Group and LCR Group and their respective shareholders as a whole.
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INFORMATION ON TENCENT
Tencent is a company incorporated in the Cayman Islands with limited liability and its shares are listed on the Main Board of the Stock Exchange. Tencent and its subsidiaries are principally engaged in the provision of internet value-added services and online advertising services to users mainly in the PRC.
Set out below is the audited consolidated financial information of Tencent for each of the years ended 31 December 2018 and 2017, which has been extracted from the published documents of Tencent:
For the year ended | For the year ended | |||
31 December 2018 | 31 December 2017 | |||
RMB million | HK$ million | RMB million | HK$ million | |
Profit before taxation | 94,466 | 104,886 | 88,215 | 97,945 |
Profit after taxation | 79,984 | 88,806 | 72,471 | 80,465 |
The unaudited consolidated net asset value of Tencent attributable to its equity holders as at 30 September 2019 amounted to approximately RMB403,982 million (equivalent to approximately HK$448,541 million), as extracted from the announcement of the results for the nine months ended 30 September 2019 published by Tencent.
INFORMATION ON LIPPO AND LCR
The principal business activity of Lippo is investment holding. The principal business activities of the subsidiaries, associates, joint ventures and joint operation of Lippo are investment holding, property investment, property development, food businesses, healthcare services, hotel operation, property management, project management, mineral exploration and extraction, fund management, securities investment, treasury investment, money lending, banking and other related financial services.
The principal business activity of LCR is investment holding. The principal business activities of the subsidiaries, associates, joint ventures and joint operation of LCR include investment holding, property investment, property development, food businesses, healthcare services, property management, mineral exploration and extraction, fund management, securities investment, treasury investment and money lending.
LISTING RULES IMPLICATION
As at least one of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Further Disposal exceeds 5% but all are less than 25%, the Further Disposal, on a standalone basis, constitutes a discloseable transaction for Lippo under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but are exempted from shareholders' approval requirement under the Listing Rules. The Further Disposal, when aggregated with the Previous Disposals, remains as a discloseable transaction for Lippo under Chapter 14 of the Listing Rules.
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As all the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Further Disposal are less than 5%, the Further Disposal, on a standalone basis, does not constitute a notifiable transaction for LCR under Chapter 14 of the Listing Rules. The Further Disposal, when aggregated with the Previous Disposals, remains as a discloseable transaction for LCR under Chapter 14 of the Listing Rules. This announcement is made by LCR on a voluntary basis.
DEFINITIONS
Unless the context otherwise require, the following expressions have the following meanings in this announcement:
"Board" | the board of directors; |
"CEI" | Continental Equity Inc., a company incorporated in |
the British Virgin Islands with limited liability and a | |
wholly-owned subsidiary of LCR; | |
"connected person(s)" | has the meaning ascribed to such term under the |
Listing Rules; | |
"Further Disposal" | the disposal by CEI of 187,328 Tencent Shares |
through a series of trades conducted in the open | |
market during the period from 16 December 2019 | |
to 17 December 2019 for an aggregate sale proceeds | |
of approximately HK$68,465,000, before expenses; | |
"HK$" | Hong Kong dollar(s), the lawful currency of Hong |
Kong; | |
"Hong Kong" | Hong Kong Special Administrative Region of the |
People's Republic of China; | |
"LCR" | Lippo China Resources Limited 力寶華潤有限公 |
司, a company incorporated in Hong Kong with | |
limited liability whose shares are listed on the Stock | |
Exchange and an approximately 74.99% indirect | |
subsidiary of Lippo; | |
"LCR Group" | LCR and its subsidiaries; |
"Lippo" | Lippo Limited 力 寶 有 限 公 司 , a company |
incorporated in Hong Kong with limited liability | |
whose shares are listed on the Stock Exchange; | |
"Lippo Group" | Lippo and its subsidiaries; |
"Listing Rules" or "Rule" | Rules Governing the Listing of Securities on the |
Stock Exchange as amended or supplemented from | |
time to time; | |
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"percentage ratio(s)" | the percentage ratio(s) calculated based on the | ||
requirements under Rule 14.07 of the Listing Rules; | |||
"PRC" | the People's Republic of China; | ||
"RMB" | Renminbi, the lawful currency of the PRC; | ||
"Previous Disposals" | the disposal by CEI of a total of (i) 448,500 Tencent | ||
Shares in the open market on 12 December 2019 for | |||
an aggregate sale proceeds | of | approximately | |
HK$155,678,000, before expenses, as announced on | |||
12 December 2019; and (ii) 216,000 Tencent Shares | |||
in the open market on 13 December 2019 for an | |||
aggregate sale proceeds | of | approximately | |
HK$77,323,000, before expenses, as announced on | |||
13 December 2019; | |||
"Stock Exchange" | The Stock Exchange of Hong Kong Limited; | ||
"Tencent" | Tencent Holdings Limited (stock code: 700), a | ||
company incorporated in the Cayman Islands with | |||
limited liability whose shares are listed on the Main | |||
Board of the Stock Exchange; | |||
"Tencent Share(s)" | ordinary shares of HK$0.00002 each in the share | ||
capital of Tencent; and | |||
"%" | per cent. | ||
By Order of the Board | By Order of the Board | ||
LIPPO LIMITED | LIPPO CHINA RESOURCES LIMITED | ||
John Luen Wai Lee | John Luen Wai Lee | ||
Managing Director and | Chief Executive Officer | ||
Chief Executive Officer |
Hong Kong, 17 December 2019
For the purpose of illustration only and unless otherwise stated, conversion of RMB into HK$ in this announcement is based on the exchange rate of RMB$1.00 to HK$1.1103. Such conversion should not be construed as a representation that any amount has been, could have been, or may be, exchanged at this rate or any other rate.
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As at the date of this announcement, the board composition of each of Lippo and LCR is as follows:
Lippo | LCR |
Executive Directors: | Executive Directors: |
Dr. Stephen Riady (Chairman) | Dr. Stephen Riady (Chairman) |
Mr. John Luen Wai Lee | Mr. John Luen Wai Lee |
(Managing Director and | (Chief Executive Officer) |
Chief Executive Officer) | Mr. James Siu Lung Lee |
Non-executive Directors: | Non-executive Director: |
Mr. Jark Pui Lee | Mr. Leon Nim Leung Chan |
Mr. Leon Nim Leung Chan | |
Independent Non-executive Directors: | Independent Non-executive Directors: |
Mr. Edwin Neo | Mr. Edwin Neo |
Mr. King Fai Tsui | Mr. King Fai Tsui |
Mr. Victor Ha Kuk Yung | Mr. Victor Ha Kuk Yung |
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Lippo China Resources Limited published this content on 17 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2019 11:10:04 UTC