CHINA PRECIOUS METAL RESOURCES HOLDINGS CO., LTD.

Transcription

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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. CHINA PRECIOUS METAL RESOURCES HOLDINGS CO., LTD. (Incorporated in the Cayman Islands with limited liability) (Stock code: 1194) (1) PLACING AND GENERAL SHARE SUBSCRIPTION UNDER SPECIFIC MANDATE AND (2) PROPOSED INCREASED IN AUTHORISED SHARE CAPITAL PLACING OF GENERAL SUBSCRIPTION SHARES On 27 January 2016 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent whereby the Company conditionally agreed to place, through the Placing Agent, on a best effort basis, up to 6,500,000,000 new Shares to not less than six independent placees at the Subscription Price of HK$0.23 per General Subscription Share. INCREASE IN AUTHORISED SHARE CAPITAL The Company had an authorised share capital of HK$1,375,000,000 divided into 11,000,000,000 Shares of par value of HK$0.125 each, of which 5,519,030,763 Shares were in issue as at the date of this announcement. The Board proposed to increase its authorised share capital to such level as may be necessary to, amongst others, complete the issuance of General Subscription Shares under the Placing. The new Shares shall rank pari passu in all respects with the existing Shares upon issue. The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM. Further details on the Increase in Authorised Share Capital will be provided in due course. 1

2 Completions of the Placing and General Share Subscription are subject to the satisfaction of the conditions precedent in the Placing Agreement and the General Subscription Agreements. As these transactions may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. A circular containing, among other things, further details of (i) the Placing and General Share Subscription and the Increase in Authorised Share Capital and (ii) a notice convening the EGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. PLACING OF GENERAL SUBSCRIPTION SHARES On 27 January 2016 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent whereby the Company conditionally agreed to place, through the Placing Agent, on a best effort basis, not more than 6,500,000,000 new Shares to not less than six General Subscribers at the Subscription Price of HK$0.23 per General Subscription Share. It is expected that the General Subscribers would be Independent Third Parties. The Placing Agreement Date: 27 January 2016 Parties: the Company; and the Placing Agent The Company appointed the Placing Agent to act as its agent for the purpose of effecting the Placing under which the Placing Agent shall, on a best effort basis, procure subscribers to subscribe for not more then 6,500,000,000 new Shares at the Subscription Price. Number of General Subscription Shares A total of 6,500,000,000 General Subscription Shares represents (i) % of the issued share capital of the Company as at the date of this announcement (ii) approximately 96.63% of its issued share capital as enlarged by the completion of the Bonds Proposals and Undertaking that will take effect on 29 January 2016, and (iii) approximately 49.14% of its issued share capital as enlarged by the General Subscription Shares. 2

3 Conditions precedent to the Placing The completion of the Placing is conditional upon the following conditions being fulfilled: (a) the Listing Committee of the Stock Exchange agreeing to grant the listing of and permission to deal in the General Subscription Shares; (b) the passing of the necessary resolutions by the Shareholders at the EGM to approve the Placing and the Increase in Authorised Share Capital; and (c) all other approval by any regulatory authority (if necessary) relating to the Placing being obtained. If the above conditions precedent are not fulfilled at or before 4:00 p.m. of the date ninetieth (90th) days subsequent to the date of the Placing Agreement (or such other date and time as the parties to the Placing Agreement may agree), all rights, obligations and liabilities of the parties thereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other in respect of the Placing Agreement, save for any antecedent breaches thereof. Completion The completion of the Placing shall take place no later than 4:00 p.m. on the fifth (5th) Business Day following the fulfillment of the conditions precedent stated above (or such other date as the Company and the Placing Agent may agree). Pursuant to the Placing, it is anticipated that separate General Subscription Agreements will be entered into individually between the Company and the General Subscribers on substantially the same terms of the Placing Agreement. SPECIFIC MANDATE The General Subscription Shares will be allotted and issued under the Specific Mandate to be obtained at the EGM. APPLICATION FOR LISTING Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in the General Subscription Shares. 3

4 SUBSCRIPTION PRICE The Subscription Price is HK$0.23 per Share, representing: (a) zero premium/discount over the closing price of HK$0.230 per Share as quoted on the Stock Exchange as at the date of this announcement; and (b) a discount of approximately 2.95% over the average of the closing prices of approximately HK$0.237 per Share for the five consecutive trading days of the Shares immediately preceding the date of this announcement. The Subscription Price was determined after arm s length negotiations between the Company and the Placing Agent with reference to the recent trading prices of the Shares. The Directors consider that the Placing Agreement and the General Subscription Agreements are on normal commercial terms and are fair and reasonable based on the current market conditions and are in the interests of the Company and its Shareholders as a whole. EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY The shareholding in the Company (a) as at the date of this announcement; (b) immediately after the completion of the Bonds Proposal and Undertaking that will take effect on 29 January 2016; and (c) immediately after the completion of the General Share Subscription are as follows: 4

5 Shareholding Structure Immediately after the completion of the Immediately after the As at the date of Bonds Proposals completion of the General this announcement and Undertaking Share Subscription Number of Number of Number of approximate approximate approximate Shares % Shares % Shares % Chang Yim Yang (Note 1) 473,340, ,340, ,340, Koo Yuen Kim 347,465, ,465, ,465, Munsun Assets Management Limited (Note 2) 314,503, ,503, ,503, The Bank of New York Mellon Corporation (Note 3) 292,236, ,236, ,236, Other Directors (Note 4) 133,967, ,967, ,967, Bondholders 1,207,507, ,207,507, The General Subscribers 6,500,000, Other public shareholders 3,957,516, ,957,516, ,957,516, Total 5,519,030, ,726,537, ,226,537, Notes: (1) CHANG Yim Yang is an executive director of the Company and is interested in the shares of the Company by virtue of his personal interest and his 100% interest in Lead Pride Holdings Limited. (2) Munsun Assets Management Ltd. is interested in the shares of the Company by virtue of (i) Munsun Asset Management (Asia) Limited (which is wholly-owned by Munsun Assets Management Ltd.) being the investment manager of certain investment funds which hold 291,103,450 Shares (representing approximately 5.27% of the issued shares of the Company); and (ii) its direct holding of 23,400,000 Shares. (3) The Bank of New York Mellon has long positions in 292,236,857 Shares and 292,236,857 Shares in lending pool. Since The Bank of New York Mellon is wholly owned by The Bank of New York Mellon Corporation, The Bank of New York Mellon Corporation is also taken to be interested in the shares held by The Bank of New York Mellon pursuant to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). (4) These Directors include Mr. Li Xianghong (holding of 12,000,000 Shares), Mr. Lam Cham (holding 107,417,821 Shares), Mr. Zhang Shuguang (holding 13,732,000 Shares), Mr. Zhang Lirui (holding 18,000 Shares) and Mr. Chan Kin Sang (holding 800,000 Shares). 5

6 FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS The Company has conducted the following equity fund raising activities in the past twelve months before the date of this announcement: Date of announcement Fund raising activity Approximate net proceeds Intended use of proceeds Actual use of proceeds 13 October 2015 Subscription of new shares HK$228 million General working capital of the Group The Group s general working capital of production costs, administrative expenses and finance costs of approximately HK$63 million, HK$57 million and HK$108 million respectively. INFORMATION ON THE GROUP The Group is principally engaged in the business of mining and processing of gold ores and sale of gold products in the PRC. The Group currently has mining rights in five operating gold mines located in the central, western and northern regions of the PRC, namely Jinxing Mine and Luanling Mine in Henan Province, Mojiang Mine and Hengyi Mine in Yunnan Province, and Yongfeng Mine in Inner Mongolia. The Group also provides financing services to customers under finance lease and factoring arrangements in the PRC. INFORMATION ON THE PLACING AGENT The Placing Agent is a licensed corporation to carry on business in Type 1 (dealing in securities) and Type 9 (asset management) regulated activities under the SFO. To the best of the Directors knowledge, information, belief and having made all reasonable enquiries, as at the date of this announcement, the Placing Agent is an Independent Third Party. IMPLICATIONS UNDER THE LISTING RULES As the General Subscription Shares to be issued under the Placing are anticipated to exceed the existing general mandate, the Company will seek Shareholders approval for the Placing and the General Share Subscription at the EGM. 6

7 REASONS FOR THE GENERAL SHARE SUBSCRIPTION AND use of proceeds The Directors have considered that the General Share Subscription would allow the Group to raise additional funds, widen the Company s shareholder base as well as reduce the Group s debts. The net proceeds from the issue of the General Subscription Shares after deducting related expenses are estimated to be approximately HK$1,490 million. The Group intends to use the net proceeds as the Group s general working capital of production costs, administrative expenses and finance costs of approximately HK$300 million, HK$90 million and HK$200 million and the settlement of the Group s debts of approximately HK$900 million. INCREASE IN AUTHORISED SHARE CAPITAL The Company had an authorised share capital of HK$1,375,000,000 divided into 11,000,000,000 Shares of par value of HK$0.125 each, of which 5,519,030,763 Shares were in issue as at the date of this announcement. The Board proposed to increase its authorised share capital up to the level required for, amongst others, the issuance of new Shares under the Placing by the creation of additional Shares of par value of HK$0.125 each. The new Shares shall rank pari passu in all respects with the existing Shares upon issue. Further details of the Increase in Authorised Share Capital will be announced in due course. The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM. The Authorised Share Capital was previously increased on 25 January 2016 in connection with the Bonds Proposals and Undertakings of the Company approved by the Shareholders on 25 January Following the approval of the Increase in Authorised Share Capital at the EGM (if so approved), a notice of the relevant resolution will be filed with the Registrar of Companies of the Cayman Islands and a copy of such notice will be attached to the Company s memorandum and articles of association. EGM An EGM will be convened for the purpose of considering, and if thought fit, approving the Placing Agreement and General Subscription Agreements and the grant of the Specific Mandate to allot and issue the General Subscription Shares and the Increase in Authorised Share Captial. 7

8 To the best knowledge of the Directors, none of the Shareholders has a material interest in the Placing and General Share Subscription and the Increase in Authorised Share Capital and no Shareholders are required to abstain from voting in respect of such matters to be voted upon the EGM. A circular containing, among other things, (i) further details of the Placing and General Share Subscription and the Increase in Authorised Share Capital and (ii) a notice convening the EGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules in due course. Completions of the Placing and General Share Subscription are subject to the satisfaction of the conditions precedent in the Placing Agreement and the General Subscription Agreements. As these transactions may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. In this announcement, unless the context requires otherwise, the following terms and expressions shall have the following meanings: Board board of Directors Bonds Proposals and Undertaking the proposals and undertakings of the Company in relation to the amendment of the terms and conditions of HK$1,028,000, % Convertible Bonds due 2018 approved by the Shareholders on 25 January For further details please refer to the Company s circular and announcement on 9 January 2016 and 25 January 2016 respectively Business Day a day (excluding Saturday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a black rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours Company China Precious Metal Resources Holdings Co. Ltd., a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange under the stock code

9 Director(s) the director(s) of the Company EGM an extraordinary general meeting of the Company to be held for the purpose of considering and (if thought fit) approving, among other matters, the Placing and General Share Subscription and the Increase in Authorised Share Capital General Share Subscription the conditional subscription of the General Subscription Shares by the General Subscribers pursuant to the terms and conditions of the General Subscription Agreements General Subscribers the subscribers of the General Subscription Shares under the General Subscription Agreements General Subscription Agreements the subscription agreements to be entered into individually between the Company and not less than six General Subscribers respectively pursuant to the Placing Agreement General Subscription Share(s) an aggregate of 6,500,000,000 new Shares to be subscribed by the General Subscribers in accordance with the terms and conditions of the General Subscription Agreements Group the Company and its subsidiaries Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China Increase in Authorised Share the proposed increase in the authorized share capital of the Capital Company from HK$1,375,000,000 divided into 11,000,000,000 Shares of HK$0.125 each to such amount as may be appropriate for, amongst others, the issuance of new Shares under the Placing Independent Third Party(ies) independent third party(ies) who is/are independent of, and not connected with the Directors, chief executive or Substantial Shareholders of each of the Company, its subsidiaries and their respective associates, in accordance with the Listing Rules 9

10 Listing Committee the listing sub-committee of the board of directors of the Stock Exchange Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Placing the placing of the General Subscription Shares under the Placing Agreement Placing Agreement the conditional placing agreement dated 27 January 2016 between the Placing Agent and the Company in respect of the Placing of the General Subscription Shares Placing Agent Pacific Foundation Securities Limited PRC the People s Republic of China (which for the purpose of this announcement excludes Hong Kong, Taiwan and the Macau Special Administrative Region of the People s Republic of China) SFO Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) Share(s) the ordinary share(s) of HK$0.125 each in the share capital of the Company Shareholder(s) holder(s) of the Shares Specific Mandate a specific mandate to be sought at the EGM for the allotment and issue of a total of 6,500,000,000 new Shares under the General Share Subscription Stock Exchange The Stock Exchange of Hong Kong Limited Subscription Price HK$0.23 per General Subscription Share Substantial Shareholder having such meaning as ascribed to such term under the Listing Rules 10

11 HK$ Hong Kong dollars, the lawful currency of Hong Kong % per cent By order of the Board of China Precious Metal Resources Holdings Co., Ltd. LI Xianghong Chairman Hong Kong, 27 January 2016 As at the date of this announcement, the executive directors of the Company are Mr. Li Xianghong, Mr. Chang Yim Yang, Mr. Zhang Shuguang, Mr. Zhang Liwei, Mr. Lam Cham, Mr. Deng Guoli, Mr. Zhang Lirui and Mr. Liu Liyang; and the independent non-executive directors of the Company are Professor Wong Lung Tak Patrick, BBS, PhD, J.P., Mr. Chan Kin Sang, Mr. Xiao Rong Ge and Mr. Wang Hao. 11