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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities of Dynagreen Environmental Protection Group Co., Ltd.

綠 色 動 力 環 保 集 團 股 份 有 限 公 司

Dynagreen Environmental Protection Group Co., Ltd.*

(a joint stock limited liability company incorporated in the People's Republic of China)

Stock Code: 1330

    1. PROPOSED NON-PUBLIC ISSUANCE OF A SHARES
  1. CONNECTED TRANSACTION IN RELATION TO THE PROPOSED SUBSCRIPTION FOR A SHARES BY BSAM
    1. SPECIFIC MANDATE

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

The Board is pleased to announce that on 30 October 2019, the Board has approved the Proposed Non-public Issuance of A Shares, pursuant to which the Company proposes to issue a maximum of 232,240,000 A Shares to not more than 10 specific target subscribers, including BSAM, which is expected to raise gross proceeds of up to RMB2,390,000,000.

The issue price of the A Shares to be issued under the Proposed Non-public Issuance of A Shares shall not be lower than (i) the Benchmark Price, being 90% of the Average Trading Price (being the average trading price of the A Shares during the 20 trading days immediately preceding the Pricing Benchmark Date (excluding such date), which is calculated by dividing the total trading amount of the A Shares during the 20 trading days immediately preceding the Pricing Benchmark Date by the total trading volume of the A Shares during the said 20 trading days); and (ii) the net asset value per Share attributable to the shareholders of ordinary shares of the Company as set out at the latest audited consolidated financial statements of the Company.

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The A Shares to be issued under the Proposed Non-public Issuance of A Shares (assuming fully issued) represents (i) approximately 30.69% of the existing issued A Shares and 20.00% of the existing total issued share capital of the Company as at the date of this announcement; and (ii) approximately 23.48% of the enlarged issued A Shares and approximately 16.67% of the enlarged total issued share capital of the Company upon completion of the Proposed Non-public Issuance of A Shares.

The Company will issue the A Shares under the Specific Mandate. The Company will apply to the Shanghai Stock Exchange for the listing of, and permission to deal in, the A Shares to be issued under the Proposed Non-public Issuance of A Shares. The A Shares to be issued under the Proposed Non-public Issuance of A Shares can be traded on the Shanghai Stock Exchange upon the expiration of the lock-up period.

C O N N E C T E D T R A N S A C T I O N I N R E L A T I O N T O T H E P R O P O S E D SUBSCRIPTION FOR A SHARES BY BSAM

As part of the Proposed Non-public Issuance of A Shares, on 30 October 2019, the Company and BSAM entered into the BSAM Subscription Agreement, pursuant to which BSAM has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, not less than 40% of the A Shares to be issued under the Proposed Non- public Issuance of A Shares which in any case shall not be more than 133,000,000 A Shares and BSAM will not directly and indirectly in aggregate hold 47.3% or more of the enlarged total issued share capital of the Company upon completion of the Proposed Non- public Issuance of A Shares. BSAM will not participate in the pricing exercise for the Proposed Non-public Issuance of A Shares, but will accept the results of market inquiry and subscribe for the A Shares at the same subscription price as other target subscribers.

As at the date of this announcement, BSAM is a Controlling Shareholder of the Company and therefore a connected person of the Company. Accordingly, the BSAM Subscription constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the announcement, reporting, and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND THE APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the BSAM Subscription.

In connection therewith, the Company has appointed Somerley Capital Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the BSAM Subscription.

EGM AND CLASS MEETINGS

The EGM will be convened to consider and, if thought fit, approve, amongst other things, the Proposed Non-public Issuance of A Shares and the BSAM Subscription.

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The Class Meetings will be convened to consider and, if thought fit, approve, amongst other things, the Proposed Non-public Issuance of A Shares and the BSAM Subscription.

BSAM and its associates (including BSAMHK) will be required to abstain from voting on the resolutions to be proposed at the EGM and/or the Class Meetings in relation to the Proposed Non-public Issuance of A Shares and the BSAM Subscription. Save as aforementioned, to the best of the Directors' knowledge, information, and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Proposed Non-public Issuance of A Shares and therefore no other Shareholder is required to abstain from voting at the EGM and/or the Class Meetings.

A circular containing, amongst other things, (i) further details of the proposed Non-public Issuance of A Shares and the BSAM Subscription; (ii) a letter from the Independent Board Committee to the Independent Shareholders containing its recommendation in respect of the BSAM Subscription; and (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its recommendation in respect of the BSAM Subscription is expected to be dispatched to the Shareholders on or around 29 November 2019 as additional time is required to prepare the information in the circular. The notice of the EGM and the Class Meetings will be dispatched to the Shareholders in due course.

Since the completion of the Proposed Non-public Issuance of A Shares and the BSAM Subscription are subject to the satisfaction of certain conditions, the Proposed Non- public Issuance of A Shares and the BSAM Subscription may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

The Board is pleased to announce that on 30 October 2019, the Board has approved the Proposed Non-public Issuance of A Shares, pursuant to which the Company proposes to issue a maximum of 232,240,000 A Shares to not more than 10 specific target subscribers, including BSAM, which is expected to raise gross proceeds of up to RMB2,390,000,000.

Details of the Proposed Non-public Issuance of A Shares are set out below. The final issue plan shall be the one as approved by CSRC.

Class and par value of A Shares with a par value of RMB1.00 each.

Shares to be issued:

Method and time of The Proposed Non-public Issuance of A Shares will be carried

issuance:out by way of non-public issuance to not more than 10 specific target subscribers, including BSAM. The Company will choose the appropriate opportunity to issue the A Shares to specific target subscribers within six months after obtaining the approval from CSRC. If there are any changes in the relevant laws and regulations, administrative regulations, or regulatory documents of the CSRC, the Company will adjust the Proposed Non-public Issuance of A Shares accordingly.

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Pricing Benchmark Date, The Pricing Benchmark Date of the Proposed Non-public Issuance issue price, and pricing of A Shares is the first day of the offering period of the Proposed

principles:Non-public Issuance of A Shares.

The issue price shall not be lower than (i) the Benchmark Price, being 90% of the Average Trading Price (being the average trading price of the A Shares during the 20 trading days immediately preceding the Pricing Benchmark Date (exclusive of such date), which is calculated by dividing the total trading amount of the A Shares during the 20 trading days immediately preceding the Pricing Benchmark Date by the total trading volume of the A Shares during the said 20 trading days); and (ii) the net asset value per Share attributable to the shareholders of ordinary shares of the Company as set out at the latest audited consolidated financial statements of the Company.

Given the net asset value per Share attributable to the shareholders of ordinary shares of the Company as at the date of this announcement as set out in the 2018 annual audited consolidated financial statements of the Company is RMB 2.46, on such basis it is expected that the minimum issue price would, subject to the approval of SASAC and CSRC, be at least RMB 2.46.

The Benchmark Price will be adjusted accordingly if there occurs any ex-right or ex-dividend event (such as distribution of dividend, bonus issue, or capitalisation of capital reserves) between the Pricing Benchmark Date and the Issue Date.

The final issue price will be determined by the Board or other authorised persons, in accordance with the authorisation granted at the EGM, the A Shares Class Meeting, the H Shares Class Meeting, with the sponsor (the lead underwriter) after the Company has obtained approvals from CSRC for the Proposed Non-public Issuance of A Shares, having regard to the price offered by the target subscribers.

BSAM will not participate in the pricing exercise for the Proposed Non-public Issuance of A Shares, but will accept the results of market inquiry and subscribe for the A Shares at the same subscription price as other target subscribers.

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Target subscribers: The target subscribers for the Proposed Non-public Issuance of A Shares will not be more than 10 specific target subscribers (including BSAM). The target subscribers include securities investment fund management companies, securities companies, insurance institutional investors, trust investment companies, finance companies, qualified foreign institutional investors and other institutional or individual investors in compliance with the requirements of CSRC. Securities investment fund management companies, which subscribe for the A Shares with two or more of the funds managed by them, shall each be taken as one single subscriber. Trust investment companies may only subscribe for the A Shares with their own funds.

The final list of subscribers, other than BSAM, will be determined by the Board or other authorised persons in accordance with the authorisation granted at the EGM, the A Shares Class Meeting and the H Shares Class Meeting, with the sponsor (the lead underwriter) after the Company has obtained approvals from CSRC for the Proposed Non-public Issuance of A Shares, having regard to the price offered by the target subscribers.

All the target subscribers will subscribe for A Shares under the

Proposed Non-public Issuance of A Shares in cash.

As at the date of this announcement, apart from the BSAM Subscription Agreement, the Company has not entered into any agreements with any potential subscribers in respect of the proposed Non-public Issuance of A Shares. The Company currently expects that, with the exception of BSAM, the A Shares to be issued under the Proposed Non-public Issuance of A Shares will be issued to subscribers who are and whose ultimate beneficial owners are third parties independent of the Company and its connected persons.

Number of A Shares to A maximum of 232,240,000 A Shares will be issued under the

be issued:Proposed Non-public Issuance of A Shares, which represents:

  1. approximately 30.69% of the existing issued A Shares and 20.00% of the existing total issued share capital of the Company as at the date of this announcement; and
  2. approximately 23.48% of the enlarged issued A Shares and approximately 16.67% of the enlarged total issued share capital of the Company upon completion of the Proposed Non-public Issuance of A Shares,

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Dynagreen Environmental Protection Group Co. Ltd. published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2019 17:06:06 UTC