ASIA RESOURCES HOLDINGS LIMITED 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.
(incorporated in Bermuda with limited liability)
(Stock Code: 899)The Board announces that on 21 December 2015 (after the trading hours of the Stock Exchange), the Company entered into the non-legally binding MOU with the Vendors in relation to the Possible Acquisition.
The Target Company was established in the PRC with limited liability and is principally engaged in vehicle liquefied natural gas supply business. As at the date of this announcement, the Target Company owns and operates a liquefied natural gas refueling station in Shaanxi province, the PRC. As at the date of this announcement, the Target Company is owned as to 50% by the Vendor A and as to 50% by the Vendor B.
Subject to the fulfillment of the conditions of the Possible Acquisition, if completion of the Possible Acquisition takes place, the Purchaser will be interested in the entire equity interest in the Target Company and the Target Company will become an indirect wholly-owned subsidiary of the Company.
The Board wishes to emphasize that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is materialised, it may constitute a notifiable transaction on the part of the Company.
For identification purposes only
Shareholders and investors are urged to exercise caution when dealings in the securities of the Company. Further announcement in respect of the Possible Acquisition will be made by the Company in the event any Formal Agreement has been signed.This announcement is made on a voluntary basis by the Company.
On 21 December 2015 (after the trading hours of the Stock Exchange), the Company entered into the non-legally binding MOU with the Vendors in relation to the Possible Acquisition.
THE MOU
Date: 21 December 2015
Parties: (i) the Company;the Vendor A; and
the Vendor B
The Vendor A is Ms. 胡惠芳 (transliterated as Ms. Hu Huifang#) and the Vendor B is Ms. 石 秀蘭 (transliterated as Shi Xiulan#). To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Vendors and their respective associates is an Independent Third Party.
Under the MOU, it is proposed that the Purchaser will acquire the Sale Interest from the Vendors. The consideration for the Possible Acquisition and the payment terms of such consideration shall be subject to further negotiation between the Company and the Vendors.
If, among others, the Formal Agreement is not entered into within ninety (90) days after the date of the MOU, or such later date as the parties thereto may agree (the "Long Stop Date"), the MOU shall cease and terminate, and neither party thereto shall have any obligations and liabilities to each other (save and except for any antecedent breach of the terms of the MOU).
Due DiligenceUpon the signing of the MOU and within sixty (60) days from the date of the MOU, the Company has the right to conduct due diligence review as it may consider appropriate on the Target Company and the Vendors shall provide and procure the Target Company and its agents to provide such assistance as the Company or its agents may reasonably require in connection with such review.
It is also agreed that the Vendors will not during the period (the "Exclusivity Period") commencing from the date of the MOU and the ending on the date of the Formal Agreement or the Long Stop Date (whichever is earlier) discuss, negotiate or enter into any agreement or letter of intent with any party other than the Company in relation to the Possible Acquisition or other corporate assets and interest in relation to the Possible Acquisition.
It is agreed that the Company, the Vendors and the Target Company shall use their best endeavours to negotiate towards one another in ensuring that the Formal Agreement be entered into during the Exclusivity Period.
The Target Company was established in the PRC with limited liability and is principally engaged in vehicle liquefied natural gas supply business. As at the date of this announcement, the Target Company owns and operates a liquefied natural gas refueling station in Shaanxi province, the PRC. As at the date of this announcement, the Target Company has a registered capital of RMB15 million, of which RMB0.6 million has been paid-up, and is owned as to 50% by the Vendor A and as to 50% by the Vendor B.
Subject to the satisfaction of the conditions of the Possible Acquisition, if completion of the Possible Acquisition takes place, the Purchaser will be interested in the entire equity interest in the Target Company and the Target Company will become an indirect wholly-owned subsidiary of the Company.
The Company is an investment holding company. The Group is principally engaged in iron mining business; securities and gold trading; money lending business; and property investments.
It is the Group's business strategy to focus on the development and expansion of the property investment business in the PRC. Despite the Board is optimistic in the property investment business, in order to provide a stable income stream to the business of the Group, the Group has been actively exploring for business opportunities based on the experience and business connections of its management.
The Board believes that the Possible Acquisition would allow the Group to tap into liquefied natural gas refueling station business and broaden the Group's business spectrum and is confident that the operation of the Target Company will contribute positively to the Group. Hence, the Directors are of the view that the Possible Acquisition will maximize the future contribution to the Group and that the Possible Acquisition is in the interest of the Group and the Shareholders as a whole.
The MOU does not constitute legally-binding commitment on the part of the Company or the vendors in respect of the Possible Acquisition. The Possible Acquisition is subject to the execution and completion of the Formal Agreement.
If the Formal Agreement is entered into, the Possible Acquisition may constitute a notifiable transaction on the part of the Company pursuant to Chapter 14 of the Listing Rules. In this regard, the Company will comply with the reporting, disclosure and/or Shareholders' approval requirements under the Listing Rules.
The Board wishes to highlight that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is materialised, it may constitute a notifiable transaction on the part of the Company.
Asia Resources Holdings Limited issued this content on 2015-12-21 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-21 14:28:30 UTC
Original Document: http://www.asiaresources899.com/investorrelations/2015/20151221_1_ew0899a_20151221.pdf
