fb6ed001-9c77-492d-a850-f59c5d31bcb7.pdf
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.
ANNOUNCEMENT
CONNECTED TRANSACTION DISPOSAL OF 100% EQUITY INTEREST IN NANHAI ALLOY AND
CONNECTED TRANSACTIONS PURSUANT TO RULE 14A.60 OF THE LISTING RULES
In compliance with the relevant laws and regulations on transfer of state-owned equity interests in the PRC, the Company and its subsidiary, Chalco International Trading, listed the Nanhai Alloy Interest on SUAEE from 16 November 2015 to 18 December 2015 for public tender. Chinalco Investment, being the only bidder, won the bid for the acquisition of Nanhai Alloy Interest on 22 December 2015. As such, upon completion of the public tender, the Board announces that the Company and Chalco International Trading entered into the Equity Transfer Agreement with Chinalco Investment on 24 December 2015. Pursuant to the Equity Transfer Agreement, the Company and Chalco International Trading agreed to sell and Chinalco Investment agreed to acquire Nanhai Alloy Interest, among which 60% is held by the Company and 40% is held by Chalco International Trading, respectively.
As at the date of the Equity Transfer Agreement, the Indebtedness owed by Nanhai Alloy to the Group was in an aggregate amount of RMB103,426,716.53. Upon completion of the transfer of the Nanhai Alloy Interest, Nanhai Alloy becomes a connected person of the Company and hence the existing loan arrangements constitute financial assistance by the Group under Chapter 14A of the Listing Rules.
As at the date of this announcement, Chinalco is a substantial Shareholder of the Company and hence Chinalco is a connected person of the Company. Chinalco Investment is a wholly-owned subsidiary of Chinalco and is therefore a connected person of the Company. Therefore, the Equity Transfer Agreement entered by the Company and Chalco International Trading constitutes a connected transaction under the Hong Kong Listing Rules.
As one or more of the applicable percentage ratios (as defined under Rule 14A.06 of the Hong Kong Listing Rules) in respect of the Equity Transfer Agreement are more than 0.1% but less than 5%, this connected transaction is subject to the reporting and announcement requirements, but is exempted from the independent Shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.
Upon completion of the transfer of the Nanhai Alloy Interest, Nanhai Alloy becomes wholly-owned subsidiary of Chinalco and hence is a connected person of the Company. The existing loan arrangements between the Group and Nanhai Alloy constitutes financial assistance by the Group under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.60 of the Listing Rules, the Company is required to comply with the applicable reporting and disclosure requirements under Chapter 14A of the Listing Rules regarding such connected transactions. The Company will comply in full with all reporting, disclosure and, if applicable, independent shareholders' approval requirements under Chapter 14A of the Listing Rules upon any variation or renewal of such agreements.
INTRODUCTION
Reference is made to the announcements of the Company dated 13 November 2015 and 22 December 2015 in relation to the proposed disposal of the 100% equity interest in Nanhai Alloy by the Group by way of public tender.
In compliance with the relevant laws and regulations on transfer of state-owned equity interests in the PRC, the Company and its subsidiary, Chalco International Trading, listed the Nanhai Alloy Interest on SUAEE from 16 November 2015 to 18 December 2015 for public tender. Chinalco Investment, being the only bidder, won the bid for the acquisition of Nanhai Alloy Interest on 22 December 2015. As such, upon completion of the public tender, the Board announces that the Company and Chalco International Trading entered into the Equity Transfer Agreement with Chinalco Investment on 24 December 2015. Pursuant to the Equity Transfer Agreement, the Company and Chalco International Trading agreed to sell and Chinalco Investment agreed to acquire Nanhai Alloy Interest, among which 60% is held by the Company and 40% is held by Chalco International Trading, respectively.
EQUITY TRANSFER AGREEMENT
Date
24 December 2015
Parties
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the Company, as the seller for its 60% equity interest in Nanhai Alloy;
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Chalco International Trading, a wholly-owned subsidiary of the Company, as another seller for its 40% equity interest in Nanhai Alloy; and
-
Chinalco Investment, as the purchaser.
Consideration
The consideration is RMB210,718,200, being the initial bidding price of Nanhai Alloy, which is determined with reference to the relevant requirements of SUAEE and the appraised net asset value of Nanhai Alloy as set out in the asset appraisal report prepared by CAA based on the asset-based approach as at the Benchmark Date.
Settlement and Payment of the Consideration
The consideration shall be paid by Chinalco Investment in cash in two instalments:
-
First instalment: RMB63,215,460, representing 30% of the consideration payable, shall be paid to SUAEE before 29 December 2015. SUAEE shall transfer RMB37,929,276 to the Company and RMB25,286,184 to Chalco International Trading respectively on the Effective Date.
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Second instalment: RMB147,502,740, representing 70% of the consideration payable, in which RMB 88 , 501 , 644 shall be paid to the Company and RMB59,001,096 to Chalco International Trading within one year after the Effective Date.
Chinalco Investment shall pay interests to the Company and Chalco International Trading with respect to the second instalment of the consideration. Pursuant to the Equity Transfer Agreement, the interest rate payable by Chinalco Investment shall be 4.35%.
Conditions Precedents
The Equity Transfer Agreement is effective upon:
-
the Equity Transfer Agreement having been signed by the legal representative or authorized representative of each parties with the company seal affixed; and
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the approval(s) by the relevant governing authorities of each of the Company and Chalco International Trading having been obtained.
Completion
The completion of the Equity Transfer Agreement shall take place on the Effective Date.
CONNECTED TRANSACTIONS PURSUANT TO RULE 14A.60 OF THE LISTING RULES
As at the date of the Equity Transfer Agreement, the Indebtedness owed by Nanhai Alloy to the Group was in an aggregate amount of RMB103,426,716.53. Upon completion of the transfer of the Nanhai Alloy Interest, Nanhai Alloy becomes a connected person of the Company and hence the existing loan arrangements constitute financial assistance by the Group under Chapter 14A of the Listing Rules.
The Company (for itself and through certain subsidiaries) has certain pre-existing intra- company loan agreements with Nanhai Alloy. The details of such loan agreements and trade amount are summarized in the following table:
No. Borrower Lender
Description of the
transaction
Outstanding amount as at the date of
the Equity Transfer
Agreement Interest rate
(RMB)
-
Nanhai Alloy Chalco
International Trading
Entrusted loan
agreements
62,800,000 4.35-5.35%
per annum
-
Nanhai Alloy Chalco
International
Trading and its subsidiaries
Trade
receivables
40,626,716.53 N/A
Pursuant to the Equity Transfer Agreement, Chinalco Investment undertakes to procure Nanhai Alloy to repay the Indebtedness and the accrued interests within a year after the Effective Date.