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.
GCL-POLY ENERGY HOLDINGS LIMITED
保 利 協 鑫 能 源 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3800)
DISCLOSEABLE TRANSACTION
CAPITAL INCREASE IN INNER MONGOLIA ZHONGHUAN GCL
We refer to the Company's announcement dated 28 November 2017 regarding the capital contribution from Suzhou GCL Technology (an indirect subsidiary of the Company), Tianjin Zhonghuan and Inner Mongolia Zhonghuan to Inner Mongolia Zhonghuan GCL.
THE CAPITAL INCREASE AGREEMENT
On 30 May 2019 (after trading hours), (a) Suzhou GCL Technology, Tianjin Zhonghuan and Inner Mongolia Zhonghuan (together the "Original Shareholders") and (b) Hohhot Industrial Park Fund and Hohhot City Chengchi Phase II Fund (together the "Investors") entered into a capital increase agreement (the "Capital Increase Agreement").
Pursuant to the Capital Increase Agreement, the Original Shareholders and the Investors will in aggregate contribute an amount of RMB2,400,000,000 (equivalent to approximately HK$2,730,000,000) to the registered capital and capital reserve of Inner Mongolia Zhonghuan GCL (the "Capital Contribution"). Of this amount, RMB800,000,000 (equivalent to approximately HK$910,000,000) is to be contributed by Suzhou GCL Technology in cash.
As at the date of this announcement, the Group, through Suzhou GCL Technology, holds 30% of the equity interests of Inner Mongolia Zhonghuan GCL. Upon completion of the Capital Contribution as contemplated under the Capital Increase Agreement, the Group's equity interest in the registered capital of Inner Mongolia Zhonghuan GCL will increase from 30% to 31.27%.
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The Original Shareholders and the Investors further entered into a supplemental agreement (the "Supplemental Agreement"), amending certain terms of the Capital Increase Agreement.
LISTING RULES IMPLICATIONS
As the highest applicable percentage ratios in respect of the transaction contemplated under the Capital Increase Agreement and the Supplemental Agreement exceeds 5% but is less than 25%, the entering into of the Capital Increase Agreement and the Supplemental Agreement constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements.
To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, save as otherwise disclosed in this announcement, the Original Shareholders (other than Suzhou GCL Technology) and the Investors are Independent Third Parties.
As at the date of this announcement, Tianjin Zhonghuan is a substantial shareholder of Xinjiang GCL, an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules. Therefore, Tianjin Zhonghuan is not a connected person of the Company under Chapter 14A of the Listing Rules and the entering into of the Capital Increase Agreement does not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.
INTRODUCTION
The Board is pleased to announce that on 30 May 2019 (after trading hours), (a) the Original Shareholders and (b) the Investors entered into the Capital Increase Agreement, pursuant to which the Original Shareholders and the Investors will in aggregate contribute an amount of RMB2,400,000,000 (equivalent to approximately HK$2,730,000,000) to the registered capital and capital reserve of Inner Mongolia Zhonghuan GCL.
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PRINCIPAL TERMS OF THE CAPITAL INCREASE AGREEMENT
The principal terms of the Capital Increase Agreement are set out below:
Date: | 30 May 2019 | |
Parties: | Original Shareholders: | |
(a) | Suzhou GCL Technology; | |
(b) | Tianjin Zhonghuan; and | |
(c) | Inner Mongolia Zhonghuan; | |
Investors: | ||
(a) | Hohhot Industrial Park Construction Plan Fund (Limited | |
Partnership); and | ||
(b) | Hohhot City Chengchi Phase II Industrial Development Fund | |
Investment Center (Limited Partnership), |
(each a "Party" and together the "Parties").
Capital Contribution:
Contribution to | Contribution to | Total | Time of | ||||||
Shareholders | Form | registered capital | capital reserve | Contribution | payment | ||||
(RMB) | (RMB) | (RMB) | |||||||
Suzhou GCL | Cash | 614,430,924.06 | 185,569,075.94 | 800,000,000 | Before | ||||
Technology | 31 | July 2019 | |||||||
Tianjin Zhonghuan | Cash | 614,430,924.06 | 185,569,075.94 | 800,000,000 | Before | ||||
31 | July 2019 | ||||||||
Inner Mongolia | Cash | - | - | - | N/A | ||||
Zhonghuan | |||||||||
Hohhot Industrial | Cash | 384,019,327.54 | 115,980,672.46 | 500,000,000 | Before | ||||
Park Fund | 31 | July 2019 | |||||||
Hohhot City Chengchi | Cash | 230,411,596.52 | 69,588,403.48 | 300,000,000 | Before | ||||
Phase II Fund | 31 | July 2019 | |||||||
Total | - | 1,843,292,772.19 | 556,707,227.81 | 2,400,000,000 N/A | |||
The Capital Contribution by each Party was determined after arm's length negotiations among the Parties after taking into consideration, among other things, the capital requirements of the monosilicon rods project of Inner Mongolia Zhonghuan GCL.
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Shareholding | Set out below is the shareholding structure of the registered share | ||||
in Inner | capital of Inner Mongolia Zhonghuan GCL before and immediately | ||||
Mongolia | after the Completion of the Capital Contribution: | ||||
Zhonghuan | Before completion | Immediately after | |||
GCLF: | |||||
of the Capital | completion of the | ||||
Contribution | Capital Contribution | ||||
Registered share capital | RMB3,000,000,000 | RMB5,400,000,000 | |||
Shareholders | Approximate equity | Approximate equity | |||
interest in the | interest in the | ||||
registered capital | registered capital | ||||
of Inner Mongolia | of Inner Mongolia | ||||
Zhonghuan GCL | Zhonghuan GCL | ||||
before Completion of | immediately after the | ||||
the Capital Increase | Completion of the | ||||
Capital Increase for | |||||
all Investors | |||||
Suzhou GCL | 30% | 31.27% | |||
Technology | |||||
Tianjin Zhonghuan | 15% | 21.98% | |||
Inner Mongolia | 55% | 34.07% | |||
Zhonghuan | |||||
Hohhot Industrial | 0% | 7.93% | |||
Park Fund | |||||
Hohhot City Chengchi | 0% | 4.76% | |||
Phase II Fund | |||||
Total | |||||
100% | 100% | ||||
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Conditions | Completion is conditional upon the fulfilment and/or waiver of, | |
precedent to | among others, the following conditions: | |
Completion: | (a) | the execution of the Capital Increase Agreement and supplemental |
agreement by all Parties; | ||
(b) | Inner Mongolia Zhonghuan GCL having amended its articles of | |
association in accordance with the terms of the Capital Increase | ||
Agreement with the written approvals of the Original Shareholders; | ||
(c) | Inner Mongolia Zhonghuan GCL having obtained all necessary | |
governmental authorisations (if applicable), internal approvals and | ||
third party consent and approvals, including but not limited to | ||
relevant board resolutions, shareholders' resolutions to reflect the | ||
arrangements contemplated under the Capital Increase Agreement; | ||
(d) | Inner Mongolia Zhonghuan GCL and the Original Shareholders | |
having made true, accurate and complete written disclosures to the | ||
Investors regarding the assets, debts, rights, external guarantees of | ||
Inner Mongolia Zhonghuan GCL and all other information relevant | ||
to the Capital Increase Agreement; and | ||
(e) | Inner Mongolia Zhonghuan GCL as a going concern not being in | |
violation of any applicable laws and regulations. | ||
Completion: | Completion shall take place when the Parties have paid their respective | |
portion of the Capital Contribution into the specified capital verification | ||
account(專用驗資戶口)of Inner Mongolia Zhonghuan GCL. | ||
Within fifteen (15) Business Days after all Parties completing payment | ||
of their respective Capital Contribution, Inner Mongolia Zhonghuan | ||
shall engage a qualified accounting firm to conduct verification on | ||
the Capital Contribution. Inner Mongolia Zhonghuan shall issue an | ||
investment certificate (出資證明書) to each Party based on the verification | ||
report issued by the qualified accounting firm and make all necessary | ||
submissions and filings to complete the business registration amendment | ||
procedures (工商變更手續) in relation to the Capital Contribution. | ||
Pre-emptive | The | shareholders of Inner Mongolia Zhonghuan GCL shall have a |
right: | right of pre-emption against any proposed transfer of shares in Inner | |
Mongolia Zhonghuan GCL. |
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GCL-Poly Energy Holdings Ltd. published this content on 31 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 May 2019 23:23:01 UTC