Huaihe Energy Co.,Ltd cancelled the acquisition of Huainan Mining Co., Ltd from group of sellers.
November 27, 2022
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Huaihe Energy (Group) Co.,Ltd (SHSE:600575) agreed to acquire Huainan Mining (Group) Co., Ltd from group of sellers for CNY 41 billion on February 22, 2022. Huaihe Energy plans to settle the transaction by issuing shares, convertible bonds and paying cash to the existing shareholders of Huainan Mining. Huaihe Energy will provide cash option to the dissenting shareholders of Huainan Mining and the shareholders who has the right to exercise the cash option can request the cash option provider to acquire its shares at the exercise price of CNY 2.35 per share. As consideration, 14,945,813,368 shares will be issued, CNY 500 million will be paid in cash and convertible corporate bonds of CNY 1,575,306,900 will be issued. Huaihe Energy Holding Group Co., Ltd. acts as cash option provider. Huaihe Energy Holding Group Co., Ltd. holds 82.9% stake, Shanghai Electric Power Co.,Ltd (SHSE:600021), China Power Guorui Supply Chain Management Co., Ltd. and Huaibei Mining Co., Ltd holds 0.57% stake each, China Cinda Asset Management Co., Ltd. (SEHK:1359) holds 8.32% stake, CCB Financial Asset Investment Co., Ltd. holds 2.85% stake, Guohua Energy Investment Co.,Ltd. holds 1.66% stake, BOC Financial Asset Investment Co., Ltd. holds 1.42% stake, and Jikai Enterprise Management Group Co., Ltd. holds 1.14% stake in Huainan Mining. Upon completion of the merger, Huaihe Energy as the surviving entity will absorb all assets, liabilities, businesses, staff and other rights and obligations of Huainan Mining, which will be deregistered. After the completion of this transaction, the 2,200,093,749 shares of Huaihe Energy held by Huainan Mining will be cancelled. After this equity change, the Huaihe Energy's total share capital will be changed to 16,631,980,684 shares. Huaihe Holdings will become the controlling shareholder of the listed company, holding 12,859,168,371 shares accounting for 77.32% stake, Anhui State-owned Assets Supervision and Administration Commission is still the actual controller of Huaihe Energy and China Cinda will become a shareholder holding more than 5% stake. The transaction is still subject to the approval of the Anhui Provincial State-owned Assets Supervision and Administration Commission, the deliberation and approval of Huaihe Energy's general meeting of shareholders, the approval of the China Securities Regulatory Commission, and other possible approvals or approvals required by relevant laws and regulations. As on July 12, 2022, the transaction is approved by State-owned Assets Supervision and Administration Commission of Anhui. The transaction is approved by the shareholders of Huaihe Energy in 2nd Extraordinary Shareholders Meeting of 2022, held on August 1, 2022. As of August 21, 2022 the Huaihe Energy (Group) Co.,Ltd plans to terminate the acquisition which is subject to board approval.
Zhang Youjun, Zhu Jie, Ren Songtao, Wu Peng, Feng Xinzheng, Qiu Yue, Shen Ming, Chen Kejun, Wu Lijian, Zhang Yingbo, Nie Hao and Zhang Chengshuo of CITIC Securities Company Limited (SHSE:600030) acted as indendent financial advisor, Pan-China Certified Public Accountants LLP acted as accountant and King & Wood Mallesons acted as legal advisor to Huaihe Energy (Group) Co.,Ltd.
Huaihe Energy (Group) Co.,Ltd (SHSE:600575) cancelled the acquisition of Huainan Mining (Group) Co., Ltd from group of sellers on November 28, 2022. The 14th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors, reviewed and approved the Proposal on Terminating the Company's Major Asset Reorganization.
China Cinda Asset Management Co., Ltd. is an investment holding company mainly engaged in the provision of financial services as well as the management of distressed asset management. Along with subsidiaries, the Company operates its business through three segments. The Financial Services segment is involved in the provision of financial services in sectors such as bank, securities, insurance, financial leasing and asset management. The Distressed Asset Management segment is engaged in the management of assets arising from acquisition of distressed debts and debt-to-equity-swap and the provision of clearing settlement and fiduciary services. The Financial Investment and Asset Management segment is involved in the management of financial investments on private funds and companies in certain other industries.