SAFETY GODOWN (00237) intends to establish a joint venture for a property investment project through the acquisition of a 30% interest in the target company and the transfer of shareholder loans.
SAFETY GODOWN (00237) announced that on 16 September 2026, the investor (an indirect wholly-owned subsidiary of the Company), the sponsor Double Glory Ventures Limited, and the target company Green View Holdings Limited entered into a share purchase and shareholders' agreement, pursuant to which the investor has agreed to purchase from the sponsor:
SAFETY GODOWN (00237) announces that on 16 September 2026, the investor (an indirectly wholly-owned subsidiary of the Company) entered into a share purchase and shareholders' agreement with the promoter, Double Glory Ventures Limited, and the target company, Green View Holdings Limited, pursuant to which the investor has agreed to purchase from the promoter:
(i) 30 ordinary shares of the target company, representing 30% of the issued share capital of the target company upon completion; and
(ii) a 30% interest in the shareholder loan advanced by the promoter to the target company,
for an aggregate consideration payable to the promoter of HK$64,930,412.50, payable in three tranches.
Upon completion, the promoter and the investor will hold 70% and 30% of the issued share capital of the target company respectively, and the shareholder loan interest will be held as to 70% by the promoter and 30% by the investor.
The transaction will enable the investor to participate in the project jointly with the promoter through its 30% interest in the target company. The target company indirectly holds the property, which comprises five townhouses and parking spaces located in a prime location on the south side of Hong Kong Island.
The project comprises the acquisition, renovation, holding, management and eventual sale of the property. The parties intend to carry out renovation works on the property pursuant to a renovation works contract to be entered into.
The directors consider that the acquisition provides the Group with an opportunity to acquire a 30% interest in the project and to participate in the potential value creation arising from the renovation, holding, management and eventual sale of the property.
The directors consider that the project is in line with the Group's investment strategy of identifying investment opportunities with capital appreciation and value creation potential. By utilising the Group's available internal resources, it enables the Group to obtain a Hong Kong real estate investment opportunity of an appropriate scale.
The directors also consider that the project has a sound business plan, a forward-looking and thorough asset enhancement plan, and a mature bank financing structure, which are expected to facilitate the effective realisation of the project, thereby enabling the Group to achieve attractive returns within a reasonably expected timeframe. The directors also consider that, in respect of the investor's 30% investment, the governance, information and exit arrangements under the agreement provide the investor with appropriate rights and protections, while allowing the promoter, as the majority shareholder, to retain day-to-day management responsibility for the project.
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