By 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 DEVELOPMENT BANK INTERNATIONAL INVESTMENT LIMITED YINGDE GASES GROUP COMPANY LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01062)(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 02168) JOINT ANNOUNCEMENT COMPLETION OF DISCLOSEABLE TRANSACTION FOR THE SUBSCRIPTION OF CONVERTIBLE BONDS AND WARRANTS COMPLETION OF ISSUE OF CONVERTIBLE BONDS AND WARRANTS UNDER GENERAL MANDATE
The boards of directors of CDB International and Yingde Gases are pleased to announce that all the conditions precedent under the Investment Agreement have been fulfilled and the issue and subscription of the Bonds and the Warrants has been completed on 2 December 2013.
Reference is made to the joint announcement of CDB International and Yingde Gases dated 24 November 2013 in relation to the issue by Yingde Gases and subscription by CDB International of the Bonds and the Warrants (the "Joint Announcement"). Unless otherwise defined, all terms used herein shall have the same meanings as those defined in the Joint Announcement.
The boards of directors of CDB International and Yingde Gases are pleased to announce that all the conditions precedent under the Investment Agreement have been fulfilled and Yingde Gases has issued (i) the Bonds in the aggregate principal amount of US$25,000,000 and (ii) at nil consideration, 18,953,853 Warrants to CDB International on 2 December 2013. The net proceeds from the issue of the Bonds received by Yingde Gases is US$25,000,000.
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The approval for the listing of, and permission to deal in, the New Shares which may fall to be issued upon exercise of the subscription rights attaching to the Bonds and the Warrants have been granted by the Listing Committee of the Stock Exchange.
As at the date of this announcement, Yingde Gases has 1,829,430,000 Shares in issue. For illustration purpose only, the shareholding structure of Yingde Gases immediately after the issue of New Shares is as follows:
Before the Issue of
New Shares
Approximate
Immediately after
the Issue of New Shares
Approximate
Shareholders No. of Shares
(%) No. of Shares
(%)
Bubbly Brooke Holdings Limited (Note 1) | 352,200,000 | 19.25 | 352,200,000 | 18.83 |
Rongton Investments Limited (Note 2) | 250,129,585 | 13.67 | 250,129,585 | 13.37 |
Aberdeen Asset Management Plc and its Associates (together "Aberdeen Group") on Behalf of Accounts Managed by the Aberdeen Group | 235,183,500 | 12.86 | 235,183,500 | 12.57 |
Baslow Technology Limited (Note 3) | 183,352,961 | 10.02 | 183,352,961 | 9.80 |
Mr. Zhao Xiangti (Note 2) | 892,000 | 0.05 | 892,000 | 0.05 |
CDB International | - | - | 40,978,001 | 2.19 |
Other Public Shareholders | 807,671,954 | 44.15 | 807,671,954 | 43.19 |
Total | 1,829,430,000 | 100.00 | 1,870,408,001 | 100.00 |
Notes:
1. Bubbly Brooke Holdings Limited is 100% owned by Rouser Investments Inc. and ultimately owned by Equity Trustee Limited. Equity Trustee Limited is the trustee of a discretionary trust set up by Ms. Li Hongmei, the mother-in-law of Mr. Zhongguo Sun, an executive director and chairman of Yingde Gases. Mr. Zhongguo Sun is a beneficiary of the aforesaid trust.
2. Rongton Investments Limited is 100% owned by Mr. Zhao Xiangti, an executive director of
Yingde Gases.
3. Baslow Technology Limited is 100% owned by Baslow Resources Limited and ultimately owned by Equity Trustee Limited. Equity Trustee Limited is the trustee of a discretionary trust set up
by Mr. Trevor Raymond Strutt, an executive director of Yingde Gases.
By order of the board of directors of
China Development Bank International Investment Limited ZHANG Xuguang ChairmanHong Kong, 2 December 2013
By order of the board of directors of
Yingde Gases Group Company Limited Zhongguo SunChairman
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As at the date of this announcement, the board of CDB International is comprised of Mr. ZHANG Xuguang as Non-executive Director; Mr. TENG Rongsong, Mr. MAO Yong and Mr. LIU Xiao Guang as Executive Directors; and Mr. WANG Xiangfei, Mr. LU Gong and Mr. FAN Ren Da, Anthony as Independent Non-executive Directors.
As at the date of this announcement, the executive directors of Yingde Gases are Mr. Zhongguo Sun, Mr. Zhao Xiangti and Mr. Trevor Raymond Strutt; and the independent non-executive directors of Yingde Gases are Mr. Xu Zhao, Mr. Zheng Fuya and Dr. Wang Ching.
All the directors of CDB International and Yingde Gases jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.
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