《(上海鼎奋房地产开发经营有限公司)》由会员分享，可在线阅读，更多相关《(上海鼎奋房地产开发经营有限公司)（8页珍藏版）》请在金锄头文库上搜索。
1、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 relia
2、nce upon the whole or any part of the contents of this announcement.FOSUN INTERNATIONAL LIMITED(Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 00656)SHANGHAI FORTE LAND CO., LTD.* (a sino-foreign joint stock limited company incorporated in the Peoples Re
3、public of China with limited liability) (Stock Code: 02337)JOINT ANNOUNCEMENTACQUISITION OF A 40% EQUITY INTEREST IN DINGFEN PROPERTY COMPANYCONNECTED TRANSACTIONCONNECTED TRANSACTIONIndependent Financial Adviser to the Independent Board Committee and Independent Shareholders of ForteAs at the date
4、of this announcement, the registered capital of Dingfen Property Company in the amount of RMB60,000,000 (equivalent to approximately HK$68,225,234) was contributed by Forte and Shanhai Company in the amount of RMB36,000,000 (equivalent to approximately HK$40,935,141) and RMB24,000,000 (equivalent to
5、 approximately HK$27,290,094) respectively, representing 60% and 40% of the registered capital of Dingfen Property Company, respectively.Forte and Shanhai Company entered into the Equity Transfer Contract on 15 March 2010, whereby Forte has agreed to acquire from Shanhai Company a 40% equity interes
6、t in Dingfen Property Company for a consideration of RMB153,883,685.66 (equivalent to approximately HK$174,979,175). The Equity Transfer Contract came into effect on 26 March 2010 when approved by the Shanghai United Assets and Equity Exchange.Forte is a subsidiary of Fosun. Shanhai Company is a sub
7、stantial shareholder of Dingfen Property Company, a subsidiary of Forte, and is therefore a connected person of Fosun. The Acquisition constitutes a connected transaction of Fosun under the Hong Kong Listing Rules.As one or more of the applicable percentage ratios (as defined under Rule 14A.10 of th
8、e Hong Kong Listing Rules) in respect of the Acquisition exceed 0.1% but less than 2.5% for Fosun, the Acquisition is subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules and is exempt from the independent shareholders approval requiremen
9、t under Rule 14A.48 of the Hong Kong Listing Rules. 1 Rule 14.58(1) Note 5 to Rule 13.52Rule 13.51AShanhai Company is a substantial shareholder of Dingfen Property Company, a subsidiary of Forte, and is therefore a connected person of Forte. The Acquisition constitutes a connected transaction of For
10、te under the Hong Kong Listing Rules.As one or more of the applicable percentage ratios (as defined under Rule 14A.10 of the Hong Kong Listing Rules) in respect of the Acquisition exceed 2.5% for Forte, the Acquisition is subject to the reporting and announcement requirements under Rules 14A.45 to 1
11、4A.47 of the Hong Kong Listing Rules and the independent shareholders approval requirement under Rule 14A.48 of the Hong Kong Listing Rules.Forte obtained a written Independent Shareholders approval dated 26 March 2010 in relation to the Acquisition from Fosun and Fosun High Technology, a closely al
12、lied group of shareholders of Forte, which together hold more than 50% in nominal value of the shares of Forte giving the right to attend and vote at a general meeting of Forte. Therefore, no general meeting is required to be held to consider the Acquisition pursuant to Rule 14A.43 of the Hong Kong
13、Listing Rules.An Independent Board Committee has been formed by Forte to advise the Independent Shareholders of Forte on the Acquisition and Somerley has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders of Forte on the Acq
14、uisition in accordance with the Hong Kong Listing Rules.A circular containing, among other things, further details of the Acquisition, the letter from the Independent Board Committee, the recommendation from the independent financial adviser on the terms of the Acquisition and an independent valuati
15、on report, will be despatched to the shareholders of Forte within 21 days after the publication of this announcement.ACQUISITION OF A 40% EQUITY INTEREST IN DINGFEN PROPERTY COMPANYBackgroundAs at the date of this announcement, the registered capital of Dingfen Property Company in theamountofRMB60,0
16、00,000(equivalenttoapproximatelyHK$68,225,234)was contributed by Forte and Shanhai Company in the amount of RMB36,000,000 (equivalent to approximatelyHK$40,935,141)andRMB24,000,000(equivalenttoapproximately HK$27,290,094) respectively, representing 60% and 40% of the registered capital of Dingfen Property Company, respectively.As at the date of this announcement, the Xindu Project was still under construction comprising of properties for residential and commercial uses with a total gross f
