On 15 October 2024, after trading hours, the Board approved a proposed plan to dispose of the Sale Shares and to assign the Related Claims by way of Public Tender and transfer at the CBEX.
As at the date of this announcement, the Sale Shares represent the entire equity interest in Jin Mao Sanya, an indirect wholly–owned subsidiary of the Company, and the Related Claims represent the balance of Hainan Jin Mao’s claims to Jin Mao Sanya as at 14 November 2024 (including the outstanding principal amount and the accrued interest), which is estimated to be approximately RMB58.461 million.
Pursuant to the relevant PRC laws and regulations, the Potential Disposal is intended to be conducted by a Public Tender trading through the CBEX and the successful delisting party, as the final transferee, shall also enter into the Property Transfer Agreement with Jin Mao Group and Hainan Jin Mao, as the transferors, in accordance with the requirements of the CBEX.
Subject to the below, the final consideration for the transfer will depend on the final bid price provided that it is not less than the Minimum Consideration. The Minimum Consideration for the Public Tender is approximately RMB1,848.88 million and was determined based on (i) the appraised net asset value of Jin Mao Sanya as of 30 June 2024 of approximately RMB1,744.10 million;
(ii) value of the Hilton Sanya Resort and Spa as at 31 August 2024 under the Valuation Report (Hilton Sanya Resort and Spa); and (iii) the total outstanding amount and interest accrued of the Related Claims.
The valuation of net assets of Jin Mao Sanya is carried out by Beijing Pan-China Assets Appraisal Co., Ltd.* (北京天健興業資產評估有限責任公司), an independent valuer, using the asset-based approach.
The valuation of Hilton Sanya Resort and Spa is carried out by Savills, an independent valuer, using the income approach.
Jin Mao Sanya was established on 29 August 2003, with a registered capital of RMB300 million. As of the date of this announcement, it is held as to 39% by Jin Mao Group and 61% by Hainan Jin Mao. Jin Mao Sanya only holds Hilton Sanya Resort and Spa, a five-star hotel that was opened in 2006 with 492 guest rooms.
Jin Mao Sanya only owns Hilton Sanya Resort and Spa, a 5-star hotel. The Directors are of the view that (i) as Hilton Sanya Resort and Spa has been in operation for nearly 20 years since 2006, its decoration and facilities are relatively outdated and require continuous renovation investment; and (ii) it is a good opportunity to realise the sale of the hotel as a whole at a reasonable price by way of disposal of equity interest under the current market condition. The cash flows and profits generated from the Potential Disposal will improve the overall financial position and working capital condition of the Group and also enable the Group to pursue other new investment opportunities in due course.