PDF《宝业集团股份有限公司》

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.

宝业集团股份有限公司 BAOYE GROUP COMPANY LIMITED* (a joint stock limited company incorporated in the People'

s Republic of China) (Stock Code: 2355) DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSAL OF 33% EQUITY INTEREST IN HEBAO (NANTONG) REAL ESTATE DEVELOPMENT CO., LTD.* The Board is pleased to announce that on

29 March

2019 (after trading hours), the Vendor and the Purchaser entered into the Agreement pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase 33% of the equity interest in the Target Company at a Consideration of RMB307,330,140.43 (equivalent to approximately HK$359,576,264). PRINCIPAL TERMS OF THE AGREEMENT Date The Board is pleased to announce that on

29 March

2019 (after trading hours), the Vendor and the Purchaser entered into the Agreement pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase 33% equity interest in the Target Company at a consideration of RMB307,330,140.43 (equivalent to approximately HK$359,576,264). As the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company under Chapter

14 of the Listing Rules and is therefore subject to the announcement requirement but is exempted from the circular and Shareholders'

approval requirements.

29 March

2019 Parties (i) Vendor: Zhejiang Baoye Real Estate Group Company Limited* (浙江宝业房地 产集团有限公司), a wholly-owned subsidiary of the Company (ii) Purchaser: Daiwa House Industry Co., Ltd.* (大和房屋工业株式会社),a company incorporated in Japan and listed on Tokyo and Osaka Stock Exchange (stock code:1925). To the best of the Directors'

knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Purchaser and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. Assets to be disposed Pursuant to the Agreement, the Vendor shall dispose of the 33% equity interest in the Target Company to the Purchaser. Completion Upon signing the Agreement: (i) the Vendor and Purchaser shall arrange the relevant registration with the industry and commerce administration authorities in relation to the Disposal;

(ii) upon completion of the registration with the industry and commerce administration authorities, directors of the Target Company as appointed by the Vendor shall resign;

(iii) the Purchaser shall procure the Target Company to obtain registration certificate from Administration of Foreign Exchange of Nantong City and inform the Vendor of the registration details for the purpose of opening a domestic asset liquidation account;

and (iv) the Vendor shall notify the Purchaser in writing of the details of its domestic asset liquidation account. Consideration and settlement The Consideration of RMB307,330,140.43 (equivalent to approximately HK$359,576,264) shall be payable by the Purchaser to the Vendor in a Japanese yen equivalent sum of ? 5,085,805,498 calculated at the central parity rate of