CONNECTED TRANSACTION FORWARD SHARE PURCHASE

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. (formerly known as CATIC Shenzhen Holdings Limited ( ) ) (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 00161) CONNECTED TRANSACTION FORWARD SHARE PURCHASE On 8 August 2013, AVIC Resources, a direct wholly-owned subsidiary of the Company, entered into the Forward Share Purchase Agreement with AVIC Trust, pursuant to which AVIC Resources agreed to purchase the Kunming Phosphorus Shares, representing an aggregate of 30% of the equity interest in Kunming Phosphorus from AVIC Trust at a consideration of RMB40,775,000 (equivalent to approximately HK$50,968,750) should Mr. Yang and Mr. Li default on their obligations to repurchase the Kunming Phosphorus Shares from AVIC Trust in accordance with the terms of the Share Repurchase Agreements. The other 70% equity interest in Kunming Phosphorus is owned by AVIC Resources. AVIC Trust is an associate of Aviation Industry and thus a connected person of the Company. Accordingly, the Forward Share Purchase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios for the Forward Share Purchase are more than 0.1% but less than 5%, the Forward Share Purchase is only subject to reporting and announcement requirements and exempted from the independent Shareholders approval under Chapter 14A of the Listing Rules. On 8 August 2013, AVIC Resources, a direct wholly-owned subsidiary of the Company, entered into the Forward Share Purchase Agreement with AVIC Trust, pursuant to which AVIC Resources agreed to purchase the Kunming Phosphorus Shares, representing an aggregate of 30% of the equity interest in Kunming Phosphorus from AVIC Trust at a consideration of RMB40,775,000 (equivalent to approximately HK$50,968,750) should Mr. Yang and Mr. Li default on their obligations to repurchase the Kunming Phosphorus Shares from AVIC Trust in accordance with the Share Repurchase Agreements. Prior to the entering into of the Share Transfer Agreements, the equity interest of Kunming Phosphorus was owned as to 70% by AVIC Resources, 15% by Mr. Yang and 15% by Mr. Li. 1

2 THE FORWARD SHARE PURCHASE AGREEMENT Date: 8 August 2013 Parties: (1) AVIC Resources; and (2) AVIC Trust. Pursuant to the Forward Share Purchase Agreement, AVIC Resources agreed that in the event Mr. Yang and Mr. Li fail to fulfill their obligations to repurchase the Kunming Phosphorus Shares from AVIC Trust pursuant to the terms of the Share Repurchase Agreements and subject to the receipt of the written notice from AVIC Trust, AVIC Resources shall purchase the Kunming Phosphorus Shares from AVIC Trust. The consideration under the Forward Share Purchase Agreement is RMB40,775,000 (equivalent to approximately HK$50,968,750), which is determined with reference to the share repurchase price by Mr. Yang and Mr. Li. AVIC Trust shall issue a written notice to AVIC Resources within 30 business days after the default of Mr. Yang and Mr. Li on their obligations to repurchase the Kunming Phosphorus Shares from AVIC Trust pursuant to the Share Repurchase Agreements. AVIC Resources shall pay the consideration within 10 business days after the receipt of the aforesaid written notice from AVIC Trust. The consideration under the Forward Share Purchase Agreement, namely RMB40,775,000 (equivalent to approximately HK$50,968,750), is same as the aggregate amount of consideration for repurchase of the Kunming Phosphorus Shares from AVIC Trust by Mr. Li and Mr. Yang under the Share Repurchase Agreements, namely the basic amount of RMB35,000,000 (equivalent to HK$43,750,000) plus a premium on the basic amount at the rate of 16.5% per annum. Pursuant to the Forward Share Purchase Agreement, AVIC Resources does not undertake any obligations, other than the purchase of the Kunming Phosphorus Shares from AVIC Trust as set out above, in relation to the obligations or breach of obligations of Mr. Yang and Mr. Li and/or any warrantor or guarantor under the Trust Scheme. REASONS AND BENEFITS FOR ENTERING INTO THE FORWARD SHARE PURCHASE AGREEMENT The Company and AVIC Resources consider that it is beneficial to enter into the Forward Share Purchase Agreement as Kunming Phosphorus owns phosphorus resources in Bai Long Tan ( ) phosphorus mine at Dongchuan District, Kunming, where the phosphorus resources are scarce resources. Therefore the Company and AVIC Resources consider that the Kunming Phosphorus Shares are high quality assets for investment. 2

3 In view of the above, the Directors (including the independent non-executive Directors) consider that the Forward Share Purchase Agreement are entered into under normal commercial terms after arm s length negotiation and the terms thereof are fair and reasonable and the transactions contemplated thereunder are in the interest of the Company and the Shareholders as a whole. None of the Directors has a material interest in the Forward Share Purchase Agreement and is required to abstain from voting on the board resolutions approving the Forward Share Purchase Agreement. INFORMATION OF THE GROUP The Company is an investment holding company. It is principally engaged in the manufacturing and sales of liquid crystal displays (LCD), printed circuit boards (PCB), in luxurious timepieces, mineral resources, trade and logistics in the PRC, and is also engaged in the business of hotel and property development. AVIC Resources is a direct wholly-owned subsidiary of the Company. AVIC Resources is principally engaged in the business of investment in agriculture-related mineral resources, manufacturing and sales of agricultural chemical fertilizers. Kunming Phosphorus is an indirect non-wholly owned subsidiary of the Company. Kunming Phosphorus is principally engaged in the business of mining, process, sales of phosphate ores, sales of phosphate and compound fertilizer and phosphate products. Set out below is the financial information of Kunming Phosphorus for the year ended 31 December 2011 and for the year ended 31 December 2012, respectively, as extracted from its audited financial statements prepared in accordance with the generally accepted accounting principles in the PRC: For the year ended 31 December 2011 For the year ended 31 December 2012 Total Assets RMB96,278, RMB170,636, Net profit (before tax and extraordinary items) RMB1,362, RMB17,550, Net profit (after tax and extraordinary items) RMB1,021, RMB15,991,

4 INFORMATION OF AVIC TRUST AVIC Trust is directly and indirectly owned by Aviation Industry as to approximately 72.47% as at the date of this announcement. Aviation Industry owns 76.83% of the equity interest in AVIC International, a controlling shareholder of the Company holding approximately 39.37% of the issued share capital of the Company, which in turns own 100% equity interest of AVIC Shenzhen, a controlling shareholder of the Company holding approximately 35.63% of the issued share capital of the Company. Aviation Industry and AVIC International hold, in aggregate, 64% interest in Beijing Raise, and AVIC International, AVIC Shenzhen and Beijing Raise hold PSCS which, in aggregate, may be converted into 801,634,795 Domestic Shares at the initial conversion price of RMB3.47 (subject to adjustment according to the terms thereof) as at the date of this announcement. AVIC Trust is an associate of Aviation Industry and thus a connected person of the Company. AVIC Trust is principally engaged in the business of various trusts, investing in funds, securities underwriting and other businesses approved by China Banking Regulatory Commission. LISTING RULES IMPLICATIONS AVIC Trust is an associate of Aviation Industry and thus a connected person of the Company. Accordingly, the Forward Share Purchase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios for the Forward Share Purchase are more than 0.1% but less than 5%, the Forward Share Purchase is only subject to reporting and announcement requirements and exempted from the independent Shareholders approval under Chapter 14A of the Listing Rules. DEFINITIONS associate(s) Aviation Industry AVIC International AVIC Resources has the same meaning as ascribed thereto in the Listing Rules; Aviation Industry Corporation of China ( ), an enterprise owned by the whole people ( ) established in the PRC and holds 76.83% of the equity interest in AVIC International; AVIC International Holding Corporation ( ), a limited liability company established in the PRC, and a controlling shareholder of the Company; Shenzhen AVIC Resources Company Limited ( ), a company established in the PRC, and as at the date of this announcement, its entire equity interest is directly owned by the Company; 4

5 AVIC Shenzhen AVIC Trust Beijing Raise Board Company connected person(s) controlling shareholder(s) Directors Domestic Share(s) Forward Share Purchase Forward Share Purchase Agreement Group AVIC International Shenzhen Company Limited ( ), a limited liability company established in the PRC, a controlling shareholder of the Company, and as at the date of this announcement, its entire equity interest is owned by AVIC International; AVIC Trust Company Limited ( ), a company established in the PRC, and as at the date of this announcement, it is a company directly and indirectly owned by Aviation Industry as to approximately 72.47%; Beijing Raise Science Company Limited ( ), a limited liability company established in the PRC; the board of Directors; AVIC International Holdings Limited ( ) (formerly known as CATIC Shenzhen Holdings Limited ( )), a joint stock limited company incorporated in the PRC with limited liability, whose H Shares are listed on the Stock Exchange; has the same meaning as ascribed thereto in the Listing Rules; has the same meaning as ascribed thereto in the Listing Rules; the directors of the Company; ordinary domestic share(s) of nominal value of RMB1.00 each in the capital of the Company; the transaction contemplated under the Forward Share Purchase Agreement; the equity forward acquisition agreement ( ) entered into between AVIC Resources and AVIC Trust dated 8 August 2013; the Company and its subsidiaries; 5

6 HK$ Hong Kong Hong Kong dollar(s), the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the People s Republic of China; H Shares the overseas listed foreign shares of nominal value of RMB1.00 each in the capital of the Company which are listed; Kunming Phosphorus Kunming Phosphorus Shares Kunming Phosphorus Shares 1 Kunming Phosphorus Shares 2 Listing Rules Mr. Li Mr. Yang PRC PSCS Kunming AVIC Phosphorus Chemical Industry Company Limited ( ), a company established in the PRC, and as at the date of this announcement, its equity interest is owned as to 70% by AVIC Resources; Kunming Phosphorus Shares 1 and Kunming Phosphorus Shares 2; 15% of the equity interest in Kunming Phosphorus owned by Mr. Yang, which, pursuant to the Share Transfer Agreement 1, were transferred from Mr. Yang to AVIC Trust under the Trust Scheme; 15% of the equity interest in Kunming Phosphorus owned by Mr. Li, which, pursuant to the Share Transfer Agreement 2, were transferred from Mr. Li to AVIC Trust under the Trust Scheme; the Rules Governing the Listing of Securities on the Stock Exchange; Mr. Li Zhijian ( ); Mr. Yang Qi ( ); The People s Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; the perpetual subordinated convertible securities in an aggregate principal amount of RMB2,781,672,739 issued by the Company to AVIC International, AVIC Shenzhen and Beijing Raise on 5 September 2012, convertible into 801,634,795 Domestic Shares at an initial conversion price of RMB3.47 per Domestic Share (subject to adjustment pursuant to its terms); 6

7 Shareholder(s) Share Repurchase Agreement 1 Share Repurchase Agreement 2 Share Repurchase Agreements Share Transfer Agreement 1 Share Transfer Agreement 2 Stock Exchange Trust Scheme holder(s) of shares (including Domestic Shares and H Shares) of the Company; the equity interest repurchase agreement ( ) entered into between AVIC Trust and Mr. Yang dated 10 January 2013, pursuant to which Mr. Yang agreed to repurchase the Kunming Phosphorus Shares 1 from AVIC Trust under the Trust Scheme in consideration of the basic amount of RMB17,500,000 (equivalent to HK$21,875,000) plus a premium on the basic amount at the rate of 16.5% per annum before the expiry of the term of the Trust Scheme; the equity interest repurchase agreement ( ) entered into between AVIC Trust and Mr. Li dated 10 January 2013, pursuant to which Mr. Li agreed to repurchase the Kunming Phosphorus Shares 2 from AVIC Trust under the Trust Scheme in consideration of the basic amount of RMB17,500,000 (equivalent to HK$21,875,000) plus a premium on the basic amount at the rate of 16.5% per annum before the expiry of the term of the Trust Scheme; the Share Repurchase Agreement 1 and Share Repurchase Agreement 2; the equity interest transfer agreement ( ) entered into between AVIC Trust and Mr. Yang dated 10 January 2013, pursuant to which Mr. Yang agreed to transfer the Kunming Phosphorus Shares 1 to AVIC Trust under the Trust Scheme in consideration of RMB17,500,000 (equivalent to HK$21,875,000) for the establishment of the Trust Scheme by AVIC Trust; the equity interest transfer agreement ( ) entered into between AVIC Trust and Mr. Li dated 10 January 2013, pursuant to which Mr. Li agreed to transfer the Kunming Phosphorus Shares 2 to AVIC Trust under the Trust Scheme in consideration of RMB17,500,000 (equivalent to HK$21,875,000) for the establishment of the Trust Scheme by AVIC Trust; The Stock Exchange of Hong Kong Limited; and the AVIC Trust Tian Qi No. 332 Equity Interest Investment Assembled Funds Trust Scheme ( 332 ) established by AVIC Trust on 10 January 2013 for a term of 12 months. 7

8 If there is any inconsistency between the Chinese names of PRC entities, departments, facilities or titles mentioned in this announcement and their English translations, the Chinese version shall prevail. Shenzhen, the PRC, 8 August 2013 By order of the Board AVIC International Holdings Limited Wu Guang Quan Chairman As at the date of this announcement, the Board comprises a total of 8 Directors, Mr. Wu Guang Quan, Mr. You Lei, Mr. Pan Lin Wu, Mr. Chen Hong Liang and Mr. Liu Jun as executive Directors; and Ms. Wong Wai Ling, Mr. Wu Wei and Mr. Zhang Ping as independent non-executive Directors. Unless otherwise specified in this announcement, amounts denominated in RMB have been converted into Hong Kong dollars at HK$1.00 to RMB0.80 for illustration purpose only. No representation has been made by the Company that any amount have been, could have been or could be converted at the above rate or at any other rates or at all. 8