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

2 C LISTING RULES REQUIREMENT As the relevant percentage ratios (as defined in the Listing Rules) exceed 100%, the Acquisitions together constitute a very substantial acquisition for the Company pursuant to Rule 14.06(5) of the Listing Rules. The Agreements and the transactions contemplated thereunder are therefore subject to approval by the Shareholders at the SGM by poll. Mr. Du Shuang Hua and his associates (as defined under the Listing Rules), will abstain from voting at the SGM in view of his potential advance to the Company under the Loan Agreement and his interest in acquiring the Hotel in case the Acquisitions are not approved by the Shareholders at the SGM. GENERAL A circular containing, among other things, (i) further details of the Acquisitions;

(ii) financial and other information on the Group;

(iii) financial information relating to HoldCo and OpCo;

(iv) the valuation report on the Property;

(v) the proforma financial information of the Group as enlarged by the Acquisitions;

and (vi) the notice convening the SGM will be sent to the Shareholders. It is currently expected that it will take approximately

5 to

7 weeks for the Company to obtain the financial information relating to the Property, HoldCo and OpCo, as well as the valuation on the Property for inclusion in the circular, and in view of the impending public holidays in Hong Kong and France, the circular will only be despatched to the Shareholders on or about

5 August 2014. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares was suspended with effect from 9:00 a.m. on Wednesday,

4 June

2014 pending the publication of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on

17 June 2014. C

3 C BACKGROUND 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 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 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 (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 b........