于2023年8月22日，德新尚裕与蜀都银泰及蜀都万泽订立增资扩股合作协议("增资及合作协议")，据此，德新尚裕同意以现金方式出资认缴蜀都万泽注册资本人民币5,200,000元，占蜀都万泽经扩大注册资本约51%的股权。第一次认缴结束后，蜀都万泽成为本公司的间接非全资附属公司。第一次认缴的所有适用百分比率(定义见香港联合交易所有限公司证券上市规则("上市规则"))均未到5%，且此时蜀都万泽并非本公司的重大附属公司，第一次认缴因此不构成本公司的须予公布交易及关连交易。根据增资及合作协议，德新尚裕和蜀都银泰确认对蜀都万泽约51%股权估值在人民币1,000万元至人民币1,500万元区间，具体金额由德新尚裕进场后对蜀都万泽实际经营状况测算，后德新尚裕和蜀都银泰共同确定具体金额，采用货币资金或让渡德新尚裕于蜀都万泽一定金额的分红等方式向蜀都银泰支付相关款项。On September 4, 2024, German Commercial Production Investment Service (02270.HK) announced that its indirect wholly-owned subsidiary, Chengdu Dexin Shangyu Property Management Co., Ltd. ("Dexin Shangyu"), and Chengdu Shudu Yintai Real Estate Co., Ltd. ("Shudu Yintai"), Shanghai Kesheng Enterprise Management Partnership Enterprise (Limited Partnership) ("Shanghai Kesheng"), and Chengdu Shudu Wanze Real Estate Co., Ltd. ("Shudu Wanze") have entered into a memorandum of understanding.
According to the memorandum of understanding, due to the payment terms of the consideration for the capital increase and cooperation agreement (defined below) yet to be further negotiated, in order to demonstrate the positive attitude and sincerity of Dexin Shangyu in the negotiations, Dexin Shangyu agreed to pay RMB 4 million to Shudu Yintai as earnest money by September 4, 2024. The earnest money will automatically be converted into the transaction price and adjusted accordingly once the parties to the memorandum of understanding have reached an agreement on the payment terms to be made to Shudu Yintai and signed a formal agreement. If the parties to the memorandum of understanding still fail to reach a consensus on the payment terms to be made to Shudu Yintai by December 31, 2024, Shudu Yintai agrees to refund all the earnest money to Dexin Shangyu within 3 days.
Background
On August 22, 2023, Dexin Shangyu, Shudu Yintai, and Shudu Wanze entered into an agreement on capital increase and expansion of shareholding ("capital increase and cooperation agreement"). According to the agreement, Dexin Shangyu agreed to contribute RMB 5,200,000 in cash as capital to Shudu Wanze, accounting for approximately 51% of the enlarged registered capital of Shudu Wanze. After the first subscription, Shudu Wanze became an indirect non-wholly-owned subsidiary of the company. The applicable percentage rates for the first subscription (as defined in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Listing Rules")) did not reach 5%, and at that time, Shudu Wanze was not a significant subsidiary of the company, so the first subscription did not constitute a transaction or connected transaction requiring announcement by the company. According to the capital increase and cooperation agreement, Dexin Shangyu and Shudu Yintai confirmed that the valuation of the 51% equity interest in Shudu Wanze was between RMB 10 million and RMB 15 million, and the specific amount would be determined by Dexin Shangyu after entering into Shudu Wanze to estimate its actual operation situation. After that, Dexin Shangyu and Shudu Yintai would jointly determine the specific amount and use cash funds or transfer a certain amount of dividends from Dexin Shangyu to Shudu Yintai to pay the relevant amount.
In September 2023, Dexin Shangyu, Shudu Yintai, Shanghai Kesheng, and Shudu Wanze entered into a second capital increase and expansion of shareholding agreement, according to which Dexin Shangyu and Shanghai Kesheng agreed to contribute RMB 5,200,000 and RMB 5,000,000 in cash as capital to Shudu Wanze, respectively. After the second subscription and as of the date of this announcement, Dexin Shangyu, Shudu Yintai, and Shanghai Kesheng held approximately 51%, approximately 24.5%, and approximately 24.5% of the equity interest of Shudu Wanze, respectively. As of the date of this announcement, Dexin Shangyu has fully paid RMB 500,000 of the registered capital of Shudu Wanze. The applicable percentage rates for the second subscription did not reach 5%, and at that time, Shudu Wanze was not a significant subsidiary of the company, so the second subscription did not constitute a transaction or connected transaction requiring announcement by the company.
Shudu Wanze originally held a 35% equity interest in Chengdu Shudu First Pacific Davis Property Service Co., Ltd. On December 6, 2023, Shudu Wanze acquired the 35% equity interest in Chengdu Shudu First Pacific Davis from Davis Property Consultants (Chengdu) Co., Ltd. based on the equity transfer agreement entered into on November 18, 2021, for a consideration of RMB 350,000, and completed the business registration for the aforementioned equity transfer. After the completion of the equity transfer, Shudu Wanze and First Pacific Davis Property Consultants directly held 70% and 30% of the equity interest of Chengdu Shudu First Pacific Davis, respectively, and Chengdu Shudu First Pacific Davis became a non-wholly-owned subsidiary of the company. The equity transfer agreement was signed before Shudu Wanze became a subsidiary of the company.
