SHANGHAI DASHENG AGRICULTURE FINANCE TECHNOLOGY CO., LTD. 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.
(Formerly known as 上海棟華石油化工股份有限公司 Shanghai Tonva Petrochemical Co., Ltd.*) (a joint stock company established in the People's Republic of China with limited liability)
(Stock code: 1103)- ACQUISITION OF 12.5% EQUITY INTEREST AND
- INCREASE IN CAPITAL CONTRIBUTION
The Board is pleased to announce that on 8 January 2016 (after trading hours of the Stock Exchange), HK Dasheng, entered into the Sale and Purchase Agreement with the Vendor, pursuant to which HK Dasheng has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Target Equity Interest at the Acquisition Consideration of RMB25 million or equivalent amount in Hong Kong Dollar (equivalent to approximately HK$30.25 million) in cash.
The Board is pleased to announce that on 8 January 2016 (after trading hours of the Stock Exchange), SZ Dasheng and HK Dasheng, both wholly-owned subsidiaries of the Company, SZ Yonghuiju and the Vendor entered into the JV Agreement, pursuant to which:
SZ Dasheng has conditionally agreed to inject a total of RMB159 million (equivalent to approximately HK$192.39 million) in cash for the Capital Increase in proportion to its existing 53% equity interest in the Target Company;
* For identification purpose only
As the Vendor will not inject any capital for the increase of the registered capital under the JV Agreement, HK Dasheng has conditionally agreed to invest RMB75 million (equivalent to approximately HK$90.75 million) in cash for the Capital Increase. Upon the Capital Increase,
HK Dasheng will hold 20% equity interest in the Target Company; and
SZ Yonghuiju has conditionally agreed to inject a total of RMB66 million (equivalent to approximately HK$79.86 million) in cash for the Capital Increase in proportion to its existing 22% equity interest in the Target Company.
Upon the Capital Increase Completion, (i) the registered capital of the Target Company will be increased from RMB200 million (equivalent to approximately HK$242 million) to RMB500 million (equivalent to approximately HK$605 million); (ii) the respective equity interest of SZ Dasheng and SZ Yonghuiju in the Target Company will remain 53% and 22%; (iii) the equity interest in the Target Company held by HK Dasheng will be 20%; and (iv) and the equity interest in the Target Company held by the Vendor will be reduced to 5%.
The Acquisition does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules because all of the applicable percentage ratios under Rule 14.07 of the Listing Rules are less than 5%.
As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in relation to the capital injection by SZ Dasheng and the capital investment by HK Dasheng pursuant to the JV Agreement together exceed 5% but are less than 25%, such capital injection by SZ Dasheng and capital investment by HK Dasheng together constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rule.
Further, in order to provide full and frank disclosure, the Company has aggregated the percentage ratios under Rule 14.07 of the Listing Rules in relation to the Acquisition and the total capital injections made by SZ Dasheng and HK Dasheng under the JV Agreement together with the original acquisition consideration for the 53% equity interest in the Target Company. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, this announcement is made on the basis that the entering into of the Sale and Purchase Agreement, the JV Agreement and the transactions contemplated under the Sale and Purchase Agreement and the JV Agreement in aggregate constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements set out in the Listing Rules.
SZ Yonghuiju and the Vendor both are substantial shareholders of the Target Company, an indirect non wholly-owned subsidiary of the Company. Accordingly, SZ Yonghuiju and the Vendor both are connected persons of the Company at subsidiary level. The transactions under the Sale and Purchase Agreement and the JV Agreement constitute connected transactions of the Company at the subsidiary level under the Listing Rules.
Since (1) SZ Yonghuiju and the Vendor both are connected persons of the Company at subsidiary level; (2) the Directors (including the independent non-executive Directors) have approved the Sale and Purchase Agreement, the JV Agreement and the transactions contemplated thereunder;
(3) the independent non-executive Directors have confirmed that the terms of the transactions are fair and reasonable, the transactions are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the Sale and Purchase Agreement, the JV Agreement and the transactions contemplated thereunder will constitute connected transactions only subject to the reporting and announcement requirements, but exempt from the circular, independent financial advice and shareholders' approval requirements pursuant to Rule 14A.101 of the Listing Rules.
None of the Directors has any material interest in the Sale and Purchase Agreement, the JV Agreement and the transactions contemplated thereunder, and none of the Directors has abstained from voting on the board resolution approving the Sale and Purchase Agreement, the JV Agreement and the transactions contemplated thereunder.
SZ Dasheng has acquired 53% equity interest of the Target Company. For details of the respective acquisition by SZ Dasheng, please refer to the Announcements.
THE SALE AND PURCHASE AGREEMENTThe Board is pleased to announce that on 8 January 2016 (after trading hours of the Stock Exchange), HK Dasheng, entered into the Sale and Purchase Agreement with the Vendor, pursuant to which HK Dasheng has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Target Equity Interest at the Acquisition Consideration of RMB25 million (equivalent to approximately HK$30.25 million) in cash.
Date 8 January 2016
Parties | (1) | HK Dasheng, a wholly-owned subsidiary of the Company, being the purchaser; and |
(2) | Vendor, being the vendor |
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Vendor and its beneficial owner(s) are Independent Third Parties not connected with the Company or any of its connected persons.
The Target Equity Interest, being the 12.5% equity interest of the Target Company, is currently owned by the Vendor.
As of the date of this announcement, the Target Company is owned by SZ Dasheng, SZ Yonghuiju and the Vendor as to 53%, 22% and 25% equity interest, respectively.
Out of 25% equity interest held by the Vendor, RMB25 million (equivalent to approximately HK$30.25 million) has not been paid up by the Vendor.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, SZ Yonghuiju, the Vendor and their respective beneficial owners are Independent Third Parties not connected with the Company or any of its connected persons.
Shanghai Tonva Petrochemical Co. Ltd. issued this content on 2016-01-10 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-11 08:12:14 UTC
Original Document: http://www.tonva.com/Upload/?????/????/2015/201601101-09105176433.pdf
