| Contents | 1. INTRODUCTION
We refer to our announcements dated 27 October 2009 and 30 April 2010 in relation to the Memorandum of Understanding (“MOU”) and Collaboration Agreement between SunCity and Sino-Singapore Tianjin Eco-City Investment and Development Co., Ltd. (“SSTEC”) to collaborate with SSTEC for the joint development of several land plots measuring more than 40 hectares (98.8 acres) located in Tianjin, People’s Republic of China known as Sino-Singapore Tianjin Eco-City for the development in phases of residential and commercial projects [hereinafter referred to as “the Proposed Development”].
The Board of Directors of SunCity wishes to announce that further to the MOU and Collaboration Agreement, Sunway City (S’pore) Pte Ltd (“SCS”), a wholly-owned subsidiary of SunCity, had on 26 October 2010 entered into an Equity Joint Venture Contract (“EJV Contract”) with SSTEC to establish the first Sino foreign equity joint venture enterprise (“EJV Company”). This EJV Company, to be named as Tianjin Eco-City Sunway Property Development Co., Ltd., will develop 27.96 hectares (69 acres) of land in Sino-Singapore Tianjin Eco-City under the Proposed Development. The balance 12.04 hectares (29.8 acres) will be undertaken by another planned foreign equity joint venture to be entered into later.
2. INFORMATION ON SCS AND SSTEC
2.1 SCS
SCS is a company incorporated in Singapore on 24 September 1982 and having its registered address at 22 Malacca Street, #06-02 Royal Brothers Building, Singapore 048980. The issued share capital of SCS consists of 2 ordinary shares and 14,098,336 non-cumulative redeemable preference shares.
The principal activities of SCS are promotion and marketing of realty and hospitality services and investment holding.
2.2 SSTEC
SSTEC is a company incorporated in the People's Republic of China and having its registered address at No. 7, Hanbei Road, Tianjin Eco-City, Tianjin 300467, China. SSTEC is the master developer for the Tianjin Eco-City. It is a 50:50 joint venture between the Chinese Consortium led by Tianjin TEDA Investment Holding Co., Ltd. (Tianjin TEDA) and the Singapore Consortium led by the Keppel Group. SSTEC is engaged in the business of infrastructure investment and construction, hotel operation and management consultation, real estate development, management and consulting (within Sino-Singapore Tianjin Eco-City), management of rental housing, construction, conservation and advisory services on landscape architecture, municipal engineering investment and construction, research and development of environmental technology and skills development and training.
3. SALIENT TERMS OF THE EJV CONTRACT
The EJV Contract outlines the joint venture agreement of SCS and SSTEC in respect of the Proposed Development through the establishment of the EJV Company.
The Proposed Development will be developed in 3 stages over 5 years with the earliest commencement in March 2011 and the expected completion in mid 2015. The EJV Contract detailed out the various stages of the Proposed Development and land injection, which are conditional upon SSTEC obtaining the approval from the relevant authorities in China.
The EJV Contract also regulates the relationship of the parties as shareholders of the EJV Company as well as their rights and obligations. SCS will be the majority shareholder of the EJV Company.
4. RATIONALE
The overseas market provides new potential revenue source for SunCity Group. In its quest for overseas expansion, SunCity has determined China as one of its key countries for the expansion due to China's huge population and high economic growth.
SunCity aims to replicate its success in Malaysia to the overseas market by consolidating its years of experience and expertise in building quality residential and commercial properties.
Sino-Singapore Tianjin Eco-City is a landmark bilateral project between China and Singapore with private-sector investment and development. The 30-square km Sino-Singapore Tianjin Eco-City is envisioned to create a harmonious and sustainable community that meets the needs of an urbanising China and will be a modern township where 350,000 residents can live, work and play.
Sino-Singapore Tianjin Eco-City sits well with SunCity's philosophy of building sustainable and environmental friendly city for the future generation.
5. FEASIBILITY STUDY
A feasibility study was conducted jointly by SunCity and SSTEC prior to the entering of the EJV Contract.
The preliminary feasibility study of the Proposed Development features mixed residential and commercial development complemented by integrated and high quality amenities. The Proposed Development will provide the EJV Company with an estimated gross development value of RMB8.6 billion (equivalent to approximately RM4.3 billion), whereby this value comprises the element of cost and profit. Market studies conducted by representatives from the valuers and marketing experts were carried out in China to assess the property market conditions.
Based on the results of the feasibility study, SunCity is of the view that the project is financially viable and attractive to proceed with the Proposed Development.
6. PROSPECTS
With strong economic growth and urbanisation, the property market in China remains strong with high growth potential. It is forecasted that the gross domestic product growth for 2010 is expected to be 9.6% (Source: World Economic Outlook Update, 8 July 2010 by International Monetary Fund).
Tianjin is one of China's major manufacturing hub and principal deep water port as well as the economic centre of the Bohai Sea region. In 2009, Tianjin’s economy grew by 16.5% from the previous year making it the second fastest growing economy in China. Its gross domestic product exceeded RMB750 billion (USD110 billion) in 2009. It has a population of approximately 12.28 million with gross domestic product per capita of RMB62,403 (USD9,136) as at 2009. (Source: Tianjin Bureau of Statistics).
The China Government also plans to transform Tianjin to be the international financial hub of Northern China.
The improved standard of living allows for increased spending on housing. New household creation is further boosted by the projected decline in average household size, increasing urbanisation and changing demographic trends. With an average 20 million urban migration per annum, the growing demands for residential properties are expected to continue.
7. RISK FACTORS
The Proposed Development is subject to certain risks in the real estate industry in China. These include changes in government regulations, statutory regulations, general economic conditions and deterioration in prevailing market conditions such as, but not limited to inflation, taxation, foreign exchange, credit facility, interest rates, labour law, material supply and operating conditions.
The above risks will be managed by an experienced management team that has diversified international exposure.
8. SOURCE OF FUNDS
SCS will fund its investment in the EJV Company through internally generated funds and bank borrowings.
9. EFFECTS OF THE EJV CONTRACT
9.1 On Share Capital and Substantial Shareholders' Shareholding
The EJV Contract will not have any effect on the share capital and substantial shareholders' shareholding of SunCity as the EJV Contract does not involve any allotment or issuance of new shares by SunCity.
9.2 On Earnings Per Share, Net Assets Per Share and Gearing
The EJV Contract is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of SunCity for the current financial year ending 31 December 2010 but is expected to contribute positively to the future earnings of SunCity Group.
10. APPROVALS REQUIRED
The EJV Contract does not require approval from the shareholders of SunCity but is subject to approval of the relevant authorities in China.
11. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
Insofar as the Directors are aware, none of the directors or major shareholders of SunCity or persons connected with them has any interest, whether direct or indirect, in the EJV Contract.
12. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of SunCity is of the opinion that the EJV Contract is in the best interests of SunCity Group.
This announcement is dated 27 October 2010. |