DISCLOSEABLE TRANSACTION DISPOSAL OF ASSETS
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- Collin Higgins
- 6 years ago
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1 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. CHU KONG PETROLEUM AND NATURAL GAS STEEL PIPE HOLDINGS LIMITED 珠江石油天然氣鋼管控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 1938) DISCLOSEABLE TRANSACTION DISPOSAL OF ASSETS The Board announces that on 19 April 2017 (after trading hours), Lianyungang Aike and the Purchaser entered into the Assets Transfer Agreement, pursuant to which, Lianyungang Aike agreed to sell, and the Purchaser agreed to purchase, the Assets at a total consideration of RMB76 million. The consideration will be settled by the Purchaser in cash. As one or more of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in respect of the Disposal exceed 5% but are less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. THE ASSETS TRANSFER AGREEMENT The Board announces that on 19 April 2017 (after trading hours), Lianyungang Aike and the Purchaser entered into the Asset Transfer Agreement, pursuant to which, Lianyungang Aike agreed to sell, and the Purchaser agreed to purchase, the Assets at a total consideration of RMB76 million. Details of the Assets Transfer Agreement are summarised as follows: Date 19 April 2017 The Assets Transfer Agreement shall become effective after the signing and stamping by the legal representative or authorized representative of each of the Vendor and the Purchaser
2 Parties Vendor: Purchaser: Lianyungang Aike, a wholly-owned subsidiary of the Company Jiangsu Yungang To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are Independent Third Parties. Assets to be disposed The Assets to be disposed of under the Assets Transfer Agreement comprise the following: Assets Right of use regarding four land parcels Six production plants erected on the four land parcels Total Net book value RMB44.2 million RMB32.0 million RMB76.2 million The total net book value of the Assets shown in the unaudited account of Lianyungang Aike as at 31 March 2017 is approximately RMB76.2 million. Consideration and Payment Terms Pursuant to the Assets Transfer Agreement, Lianyungang Aike agreed to sell, and the Purchaser agreed to purchase, the Assets at a total consideration of RMB76 million in cash as follows: (1) RMB26.6 million shall be payable by the Purchaser as Deposit within 5 working days after the execution of the Assets Transfer Agreement; (2) RMB15 million shall be payable by the Purchaser 3 working days before the completion of registration in relation to the change of the ownership of the Sub-Asset A, i.e. before 25 April 2017; (3) RMB5.6 million shall be payable by the Purchaser 10 working days before the completion of registration in relation to the change of the ownership of the Sub-Asset B, i.e. before 15 June 2017; and (4) RMB28.8 million shall be payable by the Purchaser 10 working days before the completion of registration in relation to the change of the ownership of the Sub-Asset C, i.e. before 15 July Basis of Determining the Consideration The terms of the Assets Transfer Agreement, including the consideration under the Assets Transfer Agreement, were determined after arm s length negotiation between Lianyungang Aike and the Purchaser with reference to, inter alia, the net book value of the Assets of approximately RMB76.2 million as at 31 March 2017 and the original aggregate purchase costs of the Assets of approximately RMB88.1 million. Having considered the potential benefits of the Disposal to the Group, the Directors believe that the consideration is fair and reasonable
3 Delivery of the Assets Confirmation The Purchaser has conducted site inspection of the Assets and confirmed the Assets are on list of assets to be transferred as described under the Assets Transfer Agreement prior to the entering into the Assets Transfer Agreement and thus has agreed to purchase the Assets under their current status upon the site inspection conducted. Changing the Registered Owner of the Assets (1) The change of ownership of Sub-Asset A shall be completed before 28 April 2017; (2) The change of ownership of Sub-Asset B shall be completed before 30 June 2017; and (3) The change of ownership of Sub-Asset C shall be completed before 30 July Completion The Disposal shall be completed after completion of the registration of all the changes of ownership, i.e. before 30 July INFORMATION OF THE GROUP The Company is an investment holding company and through its subsidiaries, is principally engaged in the manufacture and sales of welded steel pipes and property development. Lianyungang Aike is engaged in the manufacture and sales of tubular piles. INFORMATION OF THE PURCHASER To the best of the Directors knowledge, information and belief and having made all reasonable enquiries, (i) the Purchaser is a a company established in the PRC with limited liability that is engaged in the investment in the port and the investment in infrastructure construction, development of land, development of non-financing guarantee business in the Lianyungang region, general warehousing service and construction of water conservancy construction; and (ii) the Purchaser and its ultimate beneficial owners are Independent Third Parties. REASONS AND BENEFITS FOR THE ASSETS TRANSFER AGREEMENT The Group is principally engaged in the manufacture and sales of welded steel pipes and property development. Lianyungang Aike was acquired by the Group in 2012 and is engaged in the manufacture and sales of tubular piles. The Directors are of the view that Disposal is a strategic action by the Group in enhancing the working capital position by disposing non-core assets of the Group. The Disposal will not have material effect on the business and operation of the Group. The Directors are of the view that the terms of the Assets Transfer Agreement are fair and reasonable and is in the interests of the Company and the shareholders of the Company as a whole
4 FINANCIAL EFFECT OF THE DISPOSAL As a result of the Disposal, the Directors expect that the Group will record an unaudited loss on the Disposal of approximately RMB0.2 million (before taxation), being the difference between the consideration from the Disposal of approximately RMB76 million and the net book value of the Assets of approximately RMB76.2 million as at 31 March Such calculation is only an estimate provided for illustrative purposes and the accounting treatment of the Disposal will be subject to further review by the auditors of the Company. USE OF PROCEEDS FROM THE DISPOSAL The net proceeds from the Disposal will be used as the general working capital of the Group for its future business development. IMPLICATIONS UNDER THE LISTING RULES As one or more of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in respect of the Assets Transfer Agreement exceed 5% but are less than 25%, the Assets Transfer Agreement constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions have the following meanings: Assets collectively, Sub-Asset A, Sub-Asset B and Sub-Asset C, being the subject matter of the Disposal Assets Transfer Agreement Board Company Deposit Director(s) Disposal the asset transfer agreement dated 19 April 2017 and entered into between the Purchaser and Lianyungang Aike as the Vendor in respect of the Disposal the board of Directors Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited ( 珠江石油天然氣鋼管控股有限公司 ), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1938) the deposit in the amount of RMB 26.6 million payable within 5 working days after the execution of the Assets Transfer Agreement the director(s) of the Company the disposal of the Assets by Lianyungang Aike pursuant to the Assets Transfer Agreement - 4 -
5 Group Independent Third Parties Listing Rules PRC Purchaser or Jiangsu Yungang RMB Stock Exchange Sub-Asset A Sub-Asset B Sub-Asset C Vendor or Lianyungang Aike collectively, the Company and its subsidiaries from time to time individual(s) or company(ies) which is/are independent of and not connected with any member of the Group, the Directors, chief executive and substantial shareholders of the Company and its subsidiaries and their respective associates (within the meaning of the Listing Rules) the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China, which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan 江蘇雲港投資發展有限公司 (Jiangsu Yungang Investment Development Company Limited* in Lianyungang), a company established in the PRC with limited liability Renminbi, the lawful currency of the PRC The Stock Exchange of Hong Kong Limited the two pieces of land parcels located at Lianyungang, Jiangsu Province, PRC and held by Lianyungang Aike with land certificate number LY and LY000407, respectively the piece of land parcel located at Lianyungang, Jiangsu Province, PRC and held by Lianyungang Aike with land certificate number LY (1) the piece of land parcel located at Lianyungang, Jiangsu Province, PRC and held by Lianyungang Aike with land certificate number LY000348; together with (2) the six production plants 連雲港艾可新型建材有限公司 (Lianyungang Aike New Construction Materials Limited*), a company established in the PRC with limited liability and a wholly owned subsidiary of the Company * Unofficial transliteration from Chinese name for identification purposes only By order of the Board Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited Chen Chang Chairman - 5 -
6 Guangdong Province, the PRC, 19 April 2017 As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Chen Chang, Ms. Chen Zhao Nian and Ms. Chen Zhao Hua; and three independent non-executive Directors, namely Mr. Chen Ping, Mr. See Tak Wah and Mr. Tian Xiao Ren
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