Gelonghui, December 28, 丨 Runzhong International Holdings (00202.HK) announced on December 28, 2023, that (i) the seller Laifu International Investment Co., Ltd. (a wholly-owned subsidiary of the company); (ii) a Chinese subsidiary (the seller's wholly-owned subsidiary); (iii) a joint venture partner; entered into a master agreement with (iv) the buyer Shanghai Jingyaoting Hotel Co., Ltd. to set out the Group's plans to sell 75% of the actual interest in the property (that is, the hotel and parking lot) to the buyer, and to renovate and rebrand the hotel into a serviced apartment brand. The “by Fraser” brand continues to operate. The General Agreement is legally binding on all of its contracting parties.” “Property” refers to a hotel and parking lot, which is part of Yifu Business Plaza.
A number of agreements have been signed and will be signed to achieve these goals. Specifically, the Chinese subsidiary signed a 25% acquisition agreement on December 28, 2023 (after the trading period). The 25% acquisition agreement is not subject to any conditions, and the Chinese subsidiary will be the holder of 25% of the buyer's shares after registration with the State Administration for Industry and Commerce. The shareholders' agreement and buyer's articles of association were also signed on the same day to regulate the buyer's shareholders' rights and operations. In particular, the Chinese subsidiary is responsible for the Chinese subsidiary's investment (that is, RMB 64 million partly in the form of registered capital and partly in the form of shareholders' loans). The buyer's remaining shares will be held by the joint venture partner, which is a private investment fund. Its general partner is a subsidiary of Tishman Speyer Group, and Tishman Speyer Group is a well-known group mainly engaged in real estate investment.
Thereafter, the seller and buyer must enter into a sale agreement to sell all rights in the property at a cost of RMB 360 million. Completion is subject to the conditions of sale being fulfilled (or waived, as the case may be) before it can take place. One of the conditions of sale is that the shareholders have approved the sale agreement, the shareholders' agreement, the buyer's articles of association, and the proposed transaction under it.
Upon completion, the Group will hold an indirect interest in 25% of the property.