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CONNECTED TRANSACTIONSLEASE AGREEMENTS

2024-05-29 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.China Resources Medical Holdings Company Limited华润医疗控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1515) CONNECTED TRANSACTIONS LEASE AGREEMENTS CONNECTED TRANSACTIONS – OFFICE LEASE Reference is made to the announcement of the Company dated May 23 2019 in relation to (among others) the entering into of the 2019 Lease Agreement by CR Hospital Management & Consulting (a wholly owned subsidiary of the Company) as lessee and CR Land Hongjing Fengtai Branch (a branch company of a subsidiary of CR Land) as lessor in relation to the lease of certain property located in Fengtai District Beijing from the lessor as the Group’s office.The Board is pleased to announce that on May 29 2024 the CRM Lessees (subsidiaries of the Company) as lessees and CR Land Hongjing Fengtai Branch as lessor entered into a series of lease agreements in relation to the lease of the Properties located in Fengtai District Beijing from the lessor as the Group’s office.The 2024 Lease Agreements will be recognized as right-of-use assets amounting to approximately RMB6.28 million in the consolidated statement of financial position of the Group. Such value is only an estimation and is based on the preliminary assessment of the information in relation to the Properties available to the management of the Company. It has not been audited or reviewed by the Company’s auditor and is subject to adjustments. 1LISTING RULES IMPLICATIONS As at the date of this announcement and the date of the 2024 Lease Agreements CRH (a controlling shareholder of the Company) indirectly holds 59.55% equity interests in CR Land (a company listed on the Stock Exchange stock code: 1109). CR Land Hongjing Fengtai Branch being a branch company of a subsidiary of CR Land is therefore a connected person of the Company and the 2024 Lease Agreements and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules in respect of the 2024 Lease Agreements exceed 0.1% but are less than 5% the 2024 Lease Agreements and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.Reference is made to the announcement of the Company dated May 23 2019 in relation to (among others) the entering into of the 2019 Lease Agreement by CR Hospital Management & Consulting (a wholly owned subsidiary of the Company) as lessee and CR Land Hongjing Fengtai Branch (a branch company of a subsidiary of CR Land) as lessor in relation to the lease of certain property located in Fengtai District Beijing from the lessor as the Group’s office.The Board is pleased to announce that on May 29 2024 the CRM Lessees (subsidiaries of the Company) as lessees and CR Land Hongjing Fengtai Branch as lessor entered into a series of lease agreements in relation to the lease of the Properties located in Fengtai District Beijing from the lessor as the Group’s office.The 2024 Lease Agreements will be recognized as right-of-use assets amounting to approximately RMB6.28 million in the consolidated statement of financial position of the Group. Such value is only an estimation and is based on the preliminary assessment of the information in relation to the Properties available to the management of the Company. It has not been audited or reviewed by the Company’s auditor and is subject to adjustments. 22024 LEASE AGREEMENTS The major terms of the 2024 Lease Agreements are set out as follows: Date: May 29 2024 Parties: 1. the CRM Lessees (subsidiaries of the Company) as lessees; and 2. CR Land Hongjing Fengtai Branch (a branch company of a subsidiary of CR Land) as lessor The Properties: the 14th and 15th floor of China Resources Kunlun Center Office Building No. 5 Courtyard No. 9 Fuyi Street Fengtai District Beijing with a total leasable gross floor area of 3193.38 sq. m. for use as the Group’s office. The areas of the Properties leased by each lessee are as follows: Leasable gross The relevant floor unit(s) of the area CRM Lessees Properties (sq. m.) 1. CR Hospital Management & Consulting 1401 45.00 2. CR Hospital Management 1403A 45.00 3. CR Hospital Investment 1403 1502B 1990.69 4. Runneng Medical 1405 45.00 5. Phoenix Lianyi 1406 1406A 1067.69 1406B 1406C 1407 1407A 1407B Total 3193.38 3Beijing Yalinxi owns the Properties. It also engaged CR Land Hongjing Fengtai Branch to handle the lease of the Properties and the signing of the corresponding lease agreement(s) for the period from September 1 2018 to August 31 2033 pursuant to its letter of entrusted assets management.Lease term: For a period of 12 months from June 1 2024 to May 31 2025 both dates inclusive. Rent and payment arrangement Each calendar month is a payment cycle. The first instalment of rent shall be paid within 15 working days after the date of signing of the 2024 Lease Agreements and the rest of the monthly rent shall be paid in cash in advance by the 25th day of each calendar month.The monthly rent is as follows (including relevant value-added tax at the tax rate of 9% but excluding property management fees water and electricity fees etc.): Initial amount of right-of-use assets to be recognized in the consolidated The relevant Monthly statement of unit(s) of the rent financial position CRM Lessees Properties (RMB) (RMB) 1. CR Hospital Management & 1401 8190.90 88512.27 Consulting 2. CR Hospital Management 1403A 8190.90 88512.27 3 CR Hospital Investment 1403 1502B 362345.39 3915566.34 4. Runneng Medical 1405 8190.90 88512.27 5. Phoenix Lianyi 1406 1406A 194340.93 2100081.39 1406B 1406C 1407 1407A 1407B Total 581259.02 6281184.53 4According to the 2024 Lease Agreements the total rent payable for the lease term is approximately RMB6.98 million. It is expected to be funded by the internal resources of the Group. The rental amounts under the 2024 Lease Agreements were determined after arm’s length negotiation with reference to the overall size of the total leased areas the historical rents of the Properties and the levels of rents of the surrounding comparable properties (ranging from approximately RMB179.46 to RMB258.84 per sq. m. per month) and the 2024 Lease Agreements are on normal commercial terms or better.The pre-tax and post-tax rent for the Properties for the year 2022 were approximately RMB6.87 million and RMB6.31 million respectively and the pre-tax and post-tax rent for the Properties for the year 2023 were approximately RMB6.98 million and RMB6.40 million respectively.Lease Security Deposit The CRM Lessees shall pay a lease security deposit to CR Land Hongjing Fengtai Branch that is equivalent to two months of rents and management fees under the 2024 Lease Agreements totaling RMB1296640. During the term of the 2024 Lease Agreements if CRM Lessees fail to pay all the fees in full on time or commit other breach of contract and fail to rectify the breach within the prescribed period of time after receiving a written notice from CR Land Hongjing Fengtai Branch CR Land Hongjing Fengtai Branch is entitled to deduct any such outstanding fees and compensation payable by the CRM Lessees directly from the lease security deposit.Such deposit shall be returned to the CRM Lessees upon expiry of the 2024 Lease Agreements and at the request of the CRM Lessees subject to certain conditions including return of possession of the Properties settlement of all fees payable and cancellation or change of registered address by the CRM Lessees.Other arrangements The monthly management fee in respect of the Properties during the lease term is RMB21.00 per sq. m. of gross floor area (inclusive of value-added tax at the rate of 6%).The total property management fee in respect of the Properties during the lease term is RMB804731.76. Such fees are payable to CR Land Hongjing Fengtai Branch on a monthly basis. During the lease term CR Land Hongjing Fengtai Branch has the right to adjust the property management fees based on the actual circumstances but the CRM Lessees must be notified in writing 30 days in advance for each adjustment. 5As all of the applicable percentage ratios in respect of the abovementioned property management service arrangements as defined in Rule 14.07 of the Listing Rules are less than 0.1% the abovementioned arrangements are not subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules.REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE 2024 LEASE AGREEMENTS The Group is principally engaged in the provision of general healthcare services hospital management services group purchasing organisation business and other hospital-derived services in the PRC with its headquarters located in Beijing. Some parts of the Properties have been used for office purposes in Beijing by the Group. Over the past five years the office environment in the relevant areas of the Properties has been satisfactory suitable for the needs of the Group and has continuously improved. Taking into account the levels of rents of commercial buildings in the surrounding area the Company believes that the entering into the 2024 Lease Agreements can help the Group to maintain relatively stable rental costs and provide greater stability for its administrative and operational activities.Taking into account the above factors the Directors (including independent non-executive Directors) are of the view that the 2024 Lease Agreements are entered into on normal commercial terms or better in the ordinary and usual course of business of the Group. The terms of the 2024 Lease Agreements are fair and reasonable and in the interests of the Company and its Shareholders as a whole. None of the Directors is considered to have any material interest in the 2024 Lease Agreements. As part of good corporate governance measures Mr. SONG Qing Mr. YU Hai Mr. SHAN Baojie and Ms. YANG Min the executive Directors and Ms. GE Lu the non-executive Director have abstained from voting on the relevant Board resolutions as they serve as senior management in CRH and/or CR Healthcare. 6GENERAL INFORMATION CRC and CRH China Resources Company Limited (“CRC”) a company established in the PRC with limited liability is a state-owned enterprise under the supervision of the State-owned Assets Supervision and Administration Commission of the State Council in the PRC and is the ultimate beneficial owner of CR Land and the Company. CRC is the holding company of CRH. CRH is a conglomerate which holds a variety of businesses in the PRC including but not limited to consumer products integrated energy urban construction and operation healthcare industrial finance technology and emerging sectors.CR Land Beijing Yalinxi and CR Land Hongjing Fengtai Branch CR Land is a subsidiary of CRH. Its shares are listed on the Main Board of the Stock Exchange. CR Land is an investment holding company and is principally engaged in the sales of developed properties. CR Land and its subsidiaries are principally engaged in the development of properties for sale property investments and management hotel operations and the provision of construction decoration and other property development related services in the PRC. Beijing Yalinxi is a subsidiary of CR Land. It owns the Properties and is mainly engaged in property development property management sales of properties and rental business. CR Land Hongjing Fengtai Branch is a branch of a subsidiary of CR Land and has been engaged to handle the lease of the Properties and signing of the corresponding lease agreement(s) for the period from September 1 2018 to August 31 2033 on behalf of Beijing Yalinxi pursuant to a letter of entrusted assets management issued by Beijing Yalinxi.It is principally engaged in property development property management and leasing of commercial properties and offices.The Group and the CRM Lessees Headquartered in Beijing the Group is mainly engaged in the provision of general healthcare services hospital management services and group purchasing organisation business and other hospital-derived services in the PRC. CR Hospital Management & Consulting is a subsidiary of the Company which is principally engaged in hospital management and consulting business; CR Hospital Management is a subsidiary of the Company which is principally engaged in hospital management business; CR Hospital Investment is a subsidiary of the Company which is principally engaged in hospital investment and operation business; Runneng Medical is a subsidiary of the Company which is principally engaged in hospital management business; and Phoenix Lianyi is a subsidiary of the Company which is principally engaged in supply chain management and distribution business. 7LISTING RULES IMPLICATIONS As at the date of this announcement and the date of the 2024 Lease Agreements CRH (a controlling shareholder of the Company) indirectly holds 59.55% equity interests in CR Land (a company listed on the Stock Exchange stock code: 1109). CR Land Hongjing Fengtai Branch being a branch company of a subsidiary of CR Land is therefore a connected person of the Company and the 2024 Lease Agreements and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules.As one or more of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules in respect of the 2024 Lease Agreements exceed 0.1% but are less than 5% the 2024 Lease Agreements and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.DEFINITIONS In this announcement unless the context otherwise requires the following expressions shall have the following meanings: “2019 Lease Agreement” the lease agreement dated May 23 2019 entered into between CR Hospital Management & Consulting and CR Land Hongjing Fengtai Branch; “2024 Lease Agreements” the CR Hospi ta l Management & Consul t ing Lease Agreement the CR Hospital Management Lease Agreement the CR Hospital Investment Lease Agreement the Runneng Medical Lease Agreement and the Phoenix Lianyi Lease Agreement;“Beijing Yalinxi” Beijing Yalinxi Property Development Co. Ltd.* (北京亚林西房地产开发有限公司) a company incorporated in the PRC with limited liability a subsidiary of CR Land and owns the Properties; “Board” the board of Directors of the Company; 8“Company” China Resources Medical Holdings Company Limited a company incorporated in the Cayman Islands with limited liability the issued Shares of which are listed on the main board of the Stock Exchange (stock code: 1515); “connected person(s)” has the meaning ascribed thereto in the Listing Rules; “connected transaction(s)” has the meaning ascribed thereto in the Listing Rules; “controlling shareholder” has the meaning ascribed thereto in the Listing Rules; “CR Healthcare” China Resources Healthcare Group Limited a company incorporated in Hong Kong with limited liability a wholly- owned subsidiary of CRH. It owns approximately 35.76% of the issued Shares of the Company as at the date of this announcement;“CR Hospital Investment” China Resource Hospital Investment (China) Co. Ltd.*(华润医院投资(中国)有限公司) a company incorporated in the PRC with limited liability which is a wholly-owned subsidiary of the Company;“CR Hospital Investment the lease agreement dated May 29 2024 entered into betweenLease Agreement” CR Hospital Investment and CR Land Hongjing FengtaiBranch. Please refer to the section headed “2024 LeaseAgreements” of this announcement for details;“CR Hospital China Resources Hospital Management Co. Ltd.*( 华润医Management” 院管理有限公司) a company incorporated in the PRC with limited liability which is a wholly-owned subsidiary of the Company;“CR Hospital Management the lease agreement dated May 29 2024 entered into betweenLease Agreement” CR Hospital Management Lease Agreement and CR Land Hongjing Fengtai Branch. Please refer to the section headed “2024 Lease Agreements” of this announcement for details; 9“CR Hospital Management China Resources Hospital Management & Consulting& Consulting” Co. Ltd.* (华润医院管理咨询有限公司) a company incorporated in the PRC with limited liability which is a wholly-owned subsidiary of the Company;“CR Hospital Management the lease agreement dated May 29 2024 entered into between& Consulting Lease CR Hospital Management & Consulting and CR LandAgreement” Hongjing Fengtai Branch. Please refer to the section headed “2024 Lease Agreements” of this announcement for details; “CR Land” China Resources Land Limited a company incorporated in the Cayman Islands with limited liability the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1109). As at the date of this announcement CRH indirectly holds 59.55% equity interests in CR Land;“CR Land Hongjing the Fengtai branch of China Resources Land HongjingFengtai Branch” (Beijing) Real Estate Development Co. Ltd.* (华润置地弘景(北京)房地产开发有限公司丰台分公司) a branch established in Fengtai District Beijing by China Resources Land Hongjing (Beijing) Real Estate Development Co. Ltd.which is a subsidiary of CR Land; “CRH” China Resources (Holdings) Company Limited a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of CRC; “CRM Lessees” CR Hospital Management & Consulting CR Hospital Management CR Hospital Investment Runneng Medical and Phoenix Lianyi; “Director(s)” the director(s) of the Company; “Group” the Company and its subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; 10“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time); “Phoenix Lianyi” Beijing Phoenix Lianyi Supply Chain Management Co.Ltd.*(北京凤凰联医供应链管理有限公司) a company incorporated in the PRC with limited liability which is a wholly-owned subsidiary of the Company;“Phoenix Lianyi Lease the lease agreement dated May 29 2024 entered into betweenAgreement” Phoenix Lianyi and CR Land Hongjing Fengtai Branch.Please refer to the section headed “2024 Lease Agreements” of this announcement for details; “PRC” the People’s Republic of China which for the purpose of this announcement does not include Hong Kong the Macau Special Administrative Region of the People’s Republic of China and Taiwan; “Properties” Units 1401 1403A 1403 1405 1406 1406A 1406B 1406C 1407 1407A 1407B and 1502B on the 14th and 15th floor of China Resources Kunlun Center Office Building No. 5 Courtyard No. 9 Fuyi Street Fengtai District Beijing with a total leasable gross floor area of 3193.38 sq. m.; “RMB” Renminbi the lawful currency of the PRC;“Runneng Medical” Runneng Medical Management Co.Ltd.* (润能医疗管理有限公司) a company incorporated in the PRC with limited liability which is a wholly-owned subsidiary of the Company;“Runneng Medical Lease the lease agreement dated May 29 2024 entered into betweenAgreement” Runneng Medical and CR Land Hongjing Fengtai Branch.Please refer to the section headed “2024 Lease Agreements” of this announcement for details; 11“Share(s)” ordinary share(s) of HK$0.00025 each in the share capital of the Company; “Shareholder(s)” shareholder(s) of the Company; “sq. m.” square meter; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “subsidiary(ies)” has the meaning ascribed thereto in the Listing Rules; and “%” percentage.By order of the Board China Resources Medical Holdings Company Limited SONG Qing Chairman PRC May 29 2024 As at the date of this announcement the Board comprises Mr. SONG Qing Mr. YU Hai Mr. SHAN Baojie and Ms. YANG Min as executive Directors; Ms. GE Lu as non-executive Director; Mr. WU Ting Yuk Anthony Mr. KWONG Kwok Kong Mr. FU Tingmei and Mr. ZHOU Peng as independent non-executive Directors.* For identification purpose only 12