SUCHUANG GAS CORPORATION LIMITED

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 the securities of the Company. SUCHUANG GAS CORPORATION LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1430) PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent THE PLACING Haitong International Securities Company Limited On 2 June 2016 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Placing Agent agreed to procure, on a best effort basis, the Placees to subscribe for the Placing Shares at the Placing Price of HK$2.55 per Placing Share. The Placing is conditional upon, among other things, the Stock Exchange agreeing to grant a listing of and permission to deal in the Placing Shares. The 4,400,000 Placing Shares under the Placing represent (i) approximately 0.53% of the existing issued share capital of the Company as at the date of this announcement, and (ii) approximately 0.51% of the issued share capital of the Company as enlarged by the Placing Shares to be issued pursuant to the Placing and the Subscription Shares to be issued pursuant to the Subscription. The Placing Shares will be allotted and issued pursuant to the General Mandate. An application will be made to the Listing Committee of the Stock Exchange for the approval for the listing of and permission to deal in the Placing Shares. The gross proceeds and net proceeds from the Placing will amount to approximately HK$11.2 million and approximately HK$10.7 million respectively. The Company intends to use all of the net proceeds of the Placing for the expansion of business and potential acquisition of natural gas operations in the PRC. The Placing Agreement may be terminated pursuant to the termination provisions contained therein. In addition, completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. 1

2 Reference is made to the Announcement. Capitalised terms used herein shall have the same meanings as defined in the Announcement unless otherwise defined herein or the context otherwise requires. THE PLACING AGREEMENT Date : 2 June 2016 (after trading hours) Parties : the Company (as issuer); and Placing Agent Haitong International Securities Company Limited (as Placing Agent) Pursuant to the Placing Agreement, the Placing Agent has conditionally agreed to procure, on a best effort basis, the Placees to subscribe for the Placing Shares and will receive a placing commission of 2.5% of the aggregate Placing Price of the Placing Shares actually placed by the Placing Agent in accordance with the Placing Agreement. The Directors (including the independent non-executive Directors) are of the view that the placing commission is fair and reasonable. To the best of the Directors knowledge, information and belief, after having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are independent of and not connected with the Company and/or its connected persons. Placees The Placing Shares will be placed to not less than six Placees which are independent professional, institutional and/or other investors, and who and whose ultimate beneficial owners will be third parties independent of and not connected with any of the connected persons of the Company or any of their respective associates. Upon completion of the Placing, it is expected that none of the Placees will become a substantial shareholder of the Company. If any of the Placees will become a substantial shareholder of the Company after completion of the Placing, further announcement will be made by the Company. Number of Placing Shares The 4,400,000 Placing Shares under the Placing represent (i) approximately 0.53% of the existing issued share capital of the Company as at the date of this announcement, and (ii) approximately 0.51% of the issued share capital of the Company as enlarged by the Placing Shares to be issued pursuant to the Placing and the Subscription Shares to be issued pursuant to the Subscription. Ranking of the Placing Shares The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue at the time of issue of the Placing Shares. 2

3 Placing Price The Placing Price of HK$2.55 per Share represents: (i) a premium of approximately 11.35% over the closing price per Share of HK$2.29 as quoted on the Stock Exchange on the Last Trading Day; and (ii) a premium of approximately 16.97% over the average closing price per Share of approximately HK$2.18 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the Last Trading Day. The Placing Price was determined after arm s length negotiations between the Company and the Placing Agent with reference to, among other things, the prevailing market prices of the Shares. The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement are on normal commercial terms, fair and reasonable based on the current market conditions and that the Placing is in the interest of the Company and its Shareholders as a whole. Conditions of the Placing Completion of the Placing is conditional upon satisfaction of the following conditions: (a) (b) the Subscription Agreement having become unconditional in all respects; and the Listing Committee of the Stock Exchange having granted approval for the listing of, and permission to deal in, the Placing Shares. As at the date of the Placing Agreement, such conditions to the Placing have not yet been satisfied. None of the above conditions can be waived by the Company or the Placing Agent. If any of the above conditions has not fulfilled on or before 30 June 2016 (or such other date as may be agreed between the Company and the Placing Agent in writing), all of the obligations of the Company and the Placing Agent shall cease and determine and none of the parties shall have any claim against any other in respect of the Placing, save for any antecedent breaches. Completion Date Subject to the above conditions being satisfied, completion of the Placing will take place at 2:00 p.m. on the Placing Completion Date. 3

4 Termination and Force Majeure The Placing Agent shall have the right to terminate its obligations under the Placing Agreement at any time prior to 8:00 a.m. on the Placing Completion Date if any of the following events occur: (a) (b) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the sole and absolute opinion of the Placing Agent materially and adversely affect the business or the financial and trading position or prospects of the Group taken as a whole; or the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, on and/or after the date hereof) of a political, military, financial, economic, currency or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict or affecting local securities markets which may in the sole and absolute opinion of the Placing Agent materially and or adversely affect the business or the financial and trading position or prospects of the Group taken as a whole; or (c) any material adverse change in stock market conditions (including without limitation suspension or material restriction on trading in securities generally) in Hong Kong, the PRC or the USA occurs which affects the success of the Placing or otherwise in the sole and absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or Placing Agent to proceed with the Placing; or (d) (e) any change in the circumstances of the Company or any members of the Group which may materially and adversely affect the prospects of the Group taken as a whole; or any suspension of dealings in the Shares for more than three consecutive trading days (other than as a result of the Placing and/or the Subscription Agreement. If, at or prior to completion of the Placing, the Placing Agent receives notice or becomes aware of the fact that any of the representations or warranties of the Company set out in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated as provided in the Placing Agreement, and the Placing Agent shall in its sole and absolute opinion determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or is otherwise likely to have a prejudicial effect on the Placing, the Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing or discharging the Placing Agent from its obligations under the Placing Agreement. Upon the giving of the above notice by the Placing Agent pursuant to the foregoing, all obligations of the Placing Agent under the Placing Agreement shall cease and determine and no party to the Placing Agreement shall have any claim against any other party in respect of any matter or thing arising out of or in connection with the Placing Agreement provided however that the Company shall reimburse the Placing Agent for all reasonable expenses or fees reasonably and properly incurred by the Placing Agent in connection with the Placing Agreement, provided that the Placing Agent has obtained the prior written approval of the Company for such expenses or fees. 4

5 GENERAL MANDATE The Placing Shares will be issued under the General Mandate. Prior to the date of the Placing Agreement, the Company has not allotted and issued any Shares under the General Mandate. Accordingly, as at the date of this announcement, the Directors have the power to allot and issue up to 165,247,200 Shares under the General Mandate. As the Placing Shares are to be issued under the General Mandate, the allotment and issue of the Placing Shares is not subject to Shareholders approval. REASONS FOR THE PLACING AND USE OF PROCEEDS As stated in the Announcement, following completion of the Subscription, the number of Shares held in public hands falls below 25% of the issued share capital of the Company. As such, the Company entered into the Placing Agreement with the Placing Agent to procure the Placing of 4,400,000 Placing Shares to the Placees with a view to maintaining the minimum 25% public float requirement under Rule 8.08(1)(a) of the Listing Rules upon completion of the Subscription. In addition, assuming that all the Placing Shares are successfully placed by the Placing Agent, the gross proceeds from the Placing will be approximately HK$11.2 million, and the net proceeds (after deducting the placing commission and other costs and expenses) will be approximately HK$10.7 million. The net proceeds raised per Share will be approximately HK$2.44 per Placing Share. The Company intends to use the net proceeds from the Placing for the expansion of business and potential acquisition of natural gas operations in the PRC. EFFECTS ON SHAREHOLDING STRUCTURE For illustrative purpose only and assuming no further issue of new Shares or repurchase of Shares by the Company from the date of this announcement up to the date of completion of the Placing, the Subscription and the Disposal and no change in shareholding of the Shareholders set out below, the shareholding structure of the Company: (i) as at the date of this announcement; (ii) immediately after completion of the Placing and the Subscription; and (iii) immediately after completion of the Placing, the Subscription and Disposal is as follows: As at the date of this announcement Number of Approximate Shares % Immediately after completion of the Placing and the Subscription Number of Shares Approximate % Immediately after completion of the Placing, the Subscription and Disposal Number of Shares Approximate % Shareholders Fung Yu Holdings (Note 1) 410,460, ,460, ,660, Action East International Limited (Note 2) 165,540, ,540, ,540, The Investor (Note 3) 41,446, ,734, ,534, Dazhong Transportation (Hong Kong) Limited (Note 4) 2,000, ,000, ,000, Mr. Du Shaozhou 100, , , Placees 4,400, ,400, Public Shareholders 206,690, ,690, ,690, Total 826,236, ,924, ,924,

6 Notes: 1. Fung Yu Holdings is held as to 70% by Mr. Su Aping and 30% by Ms. Zhu Yaying, both Directors. 2. Action East international Limited is wholly owned by Prax Capital China Growth Fund III, L.P.. Prax Capital China Growth Fund III, L.P. is a limited partnership established in the Cayman Islands whose sole general partner is Prax Capital China Growth Fund III GP Ltd., a limited liability company incorporated in the Cayman Islands. 3. The Investor is a wholly-owned subsidiary of Shanghai Dazhong Public Utilities (Group) Co., Ltd. ( ), a company listed on the Shanghai Stock Exchange with stock code Dazhong Transportation (Hong Kong) Limited is a wholly-owned subsidiary of Dazhong Transportation Group Co. Ltd. ( ), a company listed on the Shanghai Stock Exchange with stock code and an associated company of Shanghai Dazhong Public Utilities (Group) Co., Ltd. ( ), the holding company of the Investor. PUBLIC FLOAT UNDER THE LISTING RULES Immediately following completion of the Placing, the Subscription and the Disposal (assuming no further issue of new Shares or repurchase of Shares by the Company from the date of this announcement up to the date of completion of the Placing, the Subscription and the Disposal), a total of 206,690,000 Shares, representing approximately 23.95% of the issued share capital of the Company as enlarged by the Placing Shares to be issued pursuant to the Placing and the Subscription Shares to be issued pursuant to the Subscription, would be held in the hands of the public. As such, the Company would not at that time satisfy the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules. The Company has been informed by Fung Yu Holdings, the controlling shareholder of the Company, that Fung Yu Holdings may further dispose of the Shares held by it to assist the Company to comply with Rule 8.08(1)(a) of the Listing Rules upon completion of the Placing, the Subscription and the Disposal. The Company will make further announcement(s) on its public float as and when appropriate. The completion of the Placing Agreement is conditional on the Subscription Agreement having become unconditional in all respects. As disclosed in the Announcement, pursuant to the Subscription Agreement, unless waived by the Investor, the Company will at completion of the Subscription provide an officer certificate to the Investor confirming that the Company will be in compliance with public float requirement under Rule 8.08(1)(a) of the Listing Rules immediately following completion of the Subscription. As such, if the public float requirement could not be met and no waiver is granted by the Investor in this regard, the completion of the Subscription would not take place, and consequentially the completion of the Placing would not take place. 6

7 FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS Set out below is a summary of the fund raising activities in the past 12 months immediately before the date of this announcement: Date of announcement Description Net proceeds raised/to be raised Completed Intended use of proceeds Actual use of proceeds 27 May 2016 Subscription of 32,880,000 new Shares under the Subscription Agreement Approximately HK$78.3 million No Expansion Not applicable of business and potential acquisition of natural gas operations in the PRC Save as disclosed above, the Company has not conducted any fund raising activities in the past 12 months immediately before the date of this announcement. APPLICATION FOR LISTING Application will be made to the Stock Exchange for the approval for the listing of, and permission to deal in, the Placing Shares. DEFINITIONS In this announcement, the following expressions have the meanings set out below, unless the context requires otherwise: AGM the annual general meeting of the Company held on 20 May 2016 Announcement associate(s) Business Day Company the announcement of the Company dated 27 May 2016 in relation to, among other things, the Subscription, the Disposal and the public float of the Company has the meaning ascribed to it under the Listing Rules any day (other than a Saturday or Sunday) on which banks in Hong Kong are generally are open for business Suchuang Gas Corporation Limited, 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: 1430) 7

8 General Mandate Group Last Trading Day Placee Placing Placing Agent Placing Agreement Placing Completion Date Placing Price Placing Shares Repurchase Mandate SFC the general mandate granted by the Shareholders to the Directors by a resolution of the Shareholder passed at the AGM to allot, issue and deal with up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM (i.e. a maximum of 165,247,200 Shares) (as may be extended by an addition thereto of an amount representing the aggregate nominal amount of the issued share capital of the Company repurchased by the Company under the Repurchase Mandate) the Company and its subsidiaries 2 June 2016, being the last trading day in the Shares prior to the issue of this announcement any independent individual, institutional and/or other professional investors procured by the Placing Agent to purchase any of the Placing Shares pursuant to the Placing Agent s obligations under the Placing Agreement the placing of the Placing Shares by the Placing Agent pursuant to the terms of the Placing Agreement Haitong International Securities Company Limited a placing agreement dated 2 June 2016 and entered into between the Company and the Placing Agent in relation to the Placing the third Business Day next following the day on which the last of those conditions specified in the Placing Agreement is satisfied (or such other date as may be agreed between the Company and the Placing Agent) HK$2.55 per Placing Share a maximum of 4,400,000 new Shares to be placed under the Placing, with an aggregate nominal value of HK$44, the general mandate granted by the Shareholders to the Directors by a resolution of the Shareholder passed at the AGM to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and which is recognised by the SFC and the Stock Exchange for such purpose, of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM (i.e. a maximum of 82,623,600 Shares) Securities and Futures Commission 8

9 substantial shareholder(s) USA has the meaning ascribed to it under the Listing Rules United States of America Taicang City, Suzhou, Jiangsu Province, PRC, 2 June 2016 By Order of the Board Suchuang Gas Corporation Limited SU Aping Chairman As at the date of this announcement, the Company s executive directors are Mr. Su Aping, Ms. Zhu Yaying and Mr. Du Shaozhou; the non-executive Director is Mr. Xu Lei; and the independent non-executive Directors are Mr. Zhou Qingzu, Mr. He Junjie and Mr. Luk Wai Keung. 9