Suzhou New District Hi-Tech Industrial (600736.SH) announced on July 12th that Gaoxin Wanyang is a joint venture established by the Suzhou New District Hi-Tech Industrial Real Estate Group Co., Ltd. (referred to as "Real Estate Group"), a holding subsidiary of Suzhou New District Hi-Tech Industrial Technology Industry Co., Ltd., and Suzhou Fu Heng Enterprise Management Consulting Co., Ltd. (referred to as "Suzhou Fu Heng"), which is responsible for the development and construction of the land parcel 2016-WG65 in Su Di. As of the date of this announcement, Real Estate Group and Suzhou Fu Heng hold 50% equity of Gaoxin Wanyang respectively. Real Estate Group intends to sign the "Suzhou Gaoxin Wanyang Shidi Co., Ltd. Equity Transfer Agreement" with Suzhou Fu Heng, Gaoxin Wanyang, and Suzhou Vanke Enterprise Co., Ltd. (referred to as "Suzhou Vanke"), to acquire 50% equity of Gaoxin Wanyang held by Suzhou Fu Heng. After the completion of the transaction, Real Estate Group will acquire 100% equity of Gaoxin Wanyang.
This transaction includes two steps: proportional capital increase (including debt-for-equity swaps and cash capital increase) and equity acquisition in the same proportion.
1. Proportional capital increase. As of the date of this announcement, the liabilities of Gaoxin Wanyang to Suzhou Fu Heng (including Suzhou Vanke) and Real Estate Group are 1.6420234 billion yuan (including payable interest of 286.7053 million yuan) and 1.6132807 billion yuan (including payable interest of 256.6917 million yuan), respectively. Suzhou Fu Heng plans to transfer the remaining 1.3553181 billion yuan of the creditor's rights enjoyed by Gaoxin Wanyang to the registered capital (excluding payable interest), and at the same time, contribute 286.7819 million yuan in cash, with a total amount of 1.6421 billion yuan for debt-for-equity swaps and cash capital increase; Real Estate Group plans to transfer all of the 1.6132807 billion yuan creditor's rights enjoyed by Gaoxin Wanyang to the registered capital, and at the same time, contribute 28.8193 million yuan in cash, with a total amount of 1.6421 billion yuan for debt-for-equity swaps and cash capital increase. After the capital increase, Real Estate Group and Suzhou Fu Heng still hold 50% equity of Gaoxin Wanyang respectively.
2. Equity acquisition. After negotiation, Real Estate Group intends to invest 960 million yuan and a floating amount to acquire 50% equity of Gaoxin Wanyang held by Suzhou Fu Heng.