PDF《KAI YUAN HOLDINGS LIMITED 开源控股有限公司》

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KAI YUAN HOLDINGS LIMITED 开源控股有限公司 (incorporated in Bermuda with limited liability) (Stock Code: 1215) VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE ACQUISITION OF HOTEL PROPERTY AND OPERATIONS OF PARIS MARRIOTT HOTEL CHAMPS-ELYSEES, FRANCE AND RESUMPTION OF TRADING THE ACQUISITION The Board is pleased to announce that on

3 June 2014, the Group has agreed to acquire Paris Marriott Hotel Champs-Elysees (comprising the Property and the operations of the Hotel) at the provisional consideration of ?344,512,199 (equivalent to approximately HK$3,638,048,821) (subject to final determination as set out below), brief details of which are as follows: (i) Splendid Holdings (being an indirect wholly-owned subsidiary of the Company) entered into the Purchase Option Agreement with the Property Vendor, pursuant to which the Property Vendor grants to Splendid Holdings the irrevocable right to purchase the Property and Splendid Holdings undertakes to purchase the Property (either by itself or by any of the Company'

s wholly-owned subsidiaries) subject to the terms and conditions set out in the Purchase Option Agreement at a consideration of ?226,000,000 (equivalent to approximately HK$2,386,560,000), which shall be settled in cash. The Property is located at 70-72 avenue des Champs-Elysees, Paris, France, where the Hotel (being Paris Marriott Hotel Champs-Elysees) is situated;

and C

1 C (ii) Splendid Holdings also entered into the Share Purchase Agreement with the Shares Vendor, pursuant to which the Shares Vendor conditionally agreed to sell and Splendid Holdings (either by itself or by any of its wholly-owned subsidiaries) conditionally agreed to acquire the Sale Shares (being shares of HoldCo and OpCo) at a provisional consideration of ?118,512,199 (equivalent to approximately HK$1,251,488,821) (subject to final determination as set out below), which shall be settled in cash. The Property Vendor, the Shares Vendor and Splendid Holdings acknowledge the transactions set out in the Share Purchase Agreement and those set out in the Purchase Option Agreement form a global transaction. Completion is subject to fulfilment of conditions precedent as set out below. The Property Completion and the Shares Completion must take place on the same date. As at the date of this announcement, the Property is operated as the Hotel, being Paris Marriott Hotel Champs-Elysees. HoldCo is wholly-owned by the Shares Vendor. HoldCo and the Shares Vendor are respective holders of 99.99% and 0.01% of the entire equity interests of OpCo, which in turn has entered into the Management Agreement with Marriott Hotels Manager France SAS, pursuant to which the latter is appointed the exclusive agent to manage and operate the Hotel. To the best of the Directors'

knowledge, information and belief after having made all reasonable enquiries, the Property Vendor, the Shares Vendor and their ultimate beneficial owner(s) are third parties independent of the Group and its connected persons. SHAREHOLDER'

S LOAN On

3 June 2014, the Company also entered into the Loan Agreement with Most Honor, pursuant to which Most Honor agreed to provide a loan in the principal amount of US$280,000,000 (equivalent to approximately HK$2,170,000,000) to the Group to satisfy payment of part of the remaining Consideration, which shall be secured by a charge on the entire issued share capital of Crown Value, being the sole shareholder of Splendid Holdings as at the date of this announcement. As at the date of this announcement, Most Honor is wholly-owned by Mr. Du Shuang Hua, who is deemed to be interested in 708,000,000 Shares representing approximately 5.54% of the issued share capital of the Company. C