ZHAOJIN MINING INDUSTRY COMPANY LIMITED 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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
招金礦業股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1818)-
DISCLOSEABLE AND CONNECTED TRANSACTIONS REGARDING THE ACQUISITION OF
TWO MINING RIGHTS, LAND USE RIGHTS IN 20 PIECES OF STATE-OWNED LAND PARCELS AND 100% EQUITY
INTEREST IN ZHAOYUAN GOLD SUPPLIES CENTRE COMPANY LIMITED OWNED BY SHANDONG ZHAOJIN COMPANY LIMITED
AND - WHITEWASH WAIVER APPLICATION
Reference is made to the announcement of Zhaojin Mining Industry Company Limited (the "Company") dated 29 December 2015 relating to the Acquisition (the "Acquisition Announcement"), the announcement of the Company dated 15 January 2016 relating to the issue of a supplemental announcement (the "Announcement") and the announcement of the Company dated 19 January 2016 relating to the delay in despatch of the whitewash circular (the "Delay in Despatch Announcement", together with the Acquisition Announcement and the Announcement, the "Announcements"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Announcements.
In order to address the outstanding disclosure requirements under the Takeovers Code, the Company provides the following further information on the Acquisition and the Whitewash Waiver.
Correction of wrong shareholdingThe shareholdings of Zhaojin Group and parties acting in concert with it (including Luyin Trading Pte Ltd and 招金有色礦業有限公司(Zhaojin Non-Ferrous Mining Company Limited*) which are Zhaojin Group's subsidiaries "Zhaojin Group's Concert Parties") in the Company as disclosed in the Acquisition Announcement were made in accordance with the relevant disclosure of interest forms filed by Zhaojin Group and Zhaojin Group's Concert Parties (as the case may be).
However, after making enquiries with Zhaojin Group, the Company has been informed that Zhaojin Group and Zhaojin Group's Concert Parties have increased their shareholding in the Company prior to the date of the Acquisition Announcement such that Zhaojin Group (together with Zhaojin Group's Concert Parties) were in aggregate interested in 1,184,936,195 Shares and not 1,181,281,195 Shares as disclosed in the Acquisition Announcement.
The Company has made enquiries with Zhaojin Group and Zhaojin Group has confirmed to the Company, after making the relevant enquiries with Zhaojin Group's Concert Parties, that none of Zhaojin Group or Zhaojin Group's Concert Parties:
has acquired voting rights in the Company in the six months prior to the Acquisition Announcement but subsequent to negotiations, discussions or the reaching of understandings or agreements with the Directors (which would include informal discussions) in relation to the proposed issue of Consideration Shares; or
has acquired or disposed of any voting rights in the Company in the period between the Acquisition Announcement and the date of this announcement.
Zhaojin Group has also undertaken to the Company that Zhaojin Group and Zhaojin Group's Concert Parties will not acquire or dispose of any voting rights in the Company from the date of this announcement until the completion of the proposed issue of Consideration Shares in connection with the Acquisition.
As at the date of this announcement, Zhaojin Group (together with Zhaojin Group's Concert Parties) are in aggregate interested in 1,184,936,195 Shares, representing approximately 39.95% of the total issued share capital of the Company. Upon completion of the Transfer Agreement in accordance with the terms and conditions therein, it is expected that the shareholding of Zhaojin Group (together with Zhaojin Group's Concert Parties) will in aggregate be increased to 1,404,936,195 Shares, representing approximately 47.37% of the issued share capital of the Company as at the date of this announcement and approximately 44.10% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares (assuming there is no change in the issued share capital of the Company other than the issue of Consideration Shares). Under Rule 26.1 of the Takeovers Code, Zhaojin Group would be required to make a
mandatory general offer for all the issued Shares and other relevant securities of the Company not already owned or agreed to be acquired by it and Zhaojin Group's Concert Parties unless the Whitewash Waiver is obtained from the Executive. In this regard, Zhaojin Group will apply for the Whitewash Waiver. The Whitewash Waiver, if granted, will be subject to, among other things, approval by the Shareholders other than Zhaojin Group and Zhaojin Group's Concert Parties and those Shareholders who are involved in and/or interested in the Acquisition and the Whitewash Waiver at the general meeting and the relevant Class Meetings by way of a poll.
To the best knowledge of the Directors, the simplified shareholding structure of the Company as at the date of this announcement and the shareholding structure of the Company after completion of issue of the Consideration Shares are as follows:
Shares % Shares %
Zhaojin Group 1,086,514,000
Domestic Shares
Luyin Trading Pte Ltd (Note 1) 47,455,000 H shares
36.63 1,306,514,000
Domestic Shares
1.60 47,455,000
H shares
41.01
1.49
招金有色礦業有限公司
(Zhaojin Non-Ferrous Mining Company Limited*) (Note 2)
50,967,195
Domestic Shares
1.72 50,967,195
Domestic Shares
1.60
1,184,936,195 39.95 1,404,936,195 44.10
Number of Domestic Shares/ H Shares held as at the date of the Acquisition Announcement Number of Domestic Shares/ H Shares after issue of the Consideration SharesShares % Shares %
Other Shareholders
上海豫園旅遊商城股份有限公司
(Shanghai Yuyuan Tourist Mart Co., Ltd*) (Note 3) 上海複星產業投資有限公司
(Shanghai Fuxing Property Investment Company Limited*)
招遠市國有資產經營有限公司
(Zhaoyuan City State-owned Assets Operation Company Limited*)
上海老廟黃金有限公司
(Shanghai Old Temple Gold Company Limited*)
742,000,000
Domestic Shares
106,000,000
Domestic Shares
84,800,000
Domestic Shares
21,200,000
Domestic Shares
25.02 742,000,000
Domestic Shares
3.57 106,000,000
Domestic Shares
2.86 84,800,000
Domestic Shares
0.71 21,200,000
Domestic Shares
23.29
3.33
2.66
0.67
Public Shareholders 826,891,000 H Shares
27.88 826,891,000
H Shares
25.96
Total 2,965,827,195 100.00 3,185,827,195 100.00
Note:
Luyin Trading Pte Ltd is a wholly-owned subsidiary of Zhaojin Group.
Zhaojin Non-Ferrous Mining Company Limited is a wholly-owned subsidiary of Zhaojin Group.
Zhaojin Group regards it to be independent and not acting in concert with Shanghai Yuyuan Tourist Mart Co., Ltd but acknowledged that they are presumed concert parties under Class (1) of the presumptions of "acting in concert" under the Takeovers Code unless rebutted.
The information in relation to the (i) valuation on the mining rights in Luanjiahe gold mine in Zhaoyuan city, Shandong province issued by the Mine Valuer (by adopting the discounted cashflow method); (ii) valuation on the entire 100% equity interest in the Supplies Centre conducted by Shandong Zhengyuan Hexin Assets Appraisal ("Shandong Appraisal") (by adopting the revenue approach); and (iii) the unaudited consolidated financial information of the Supplies Centre prepared in accordance with PRC accounting standards (being the net profit before and after taxation for the year ended 31 December 2013 and 2014 and the net assets and revenue for the year ended 31 December 2014), which were disclosed in the Acquisition Announcement, constitute a profit forecast under Rule 10 of the Takeovers Code which need to be reported on by the auditor or accountant and the financial adviser of the Company.
Zhaojin Mining Industry Company Limited issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 08:09:03 UTC
Original Document: http://www.zhaojin.com.cn/html/2016-01-22/1346458546.htm
