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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0598)
UPDATE ON THE DISCLOSEABLE TRANSACTION - ACQUISITION OF EUROPEAN TARGET COMPANIES
References are made to the announcements of Sinotrans Limited (the "Company") dated 27 September 2019 and 22 October 2019 (the "Announcements") with respect to the acquisition of seven subsidiaries of KLG Holding (the "Acquisition") by the Company at an estimated maximum consideration of no more than EUR385,693,735 (equivalent to approximately RMB3,005,904,124) as contemplated under the Share Sale and Purchase Agreement dated 27 September 2019 entered into between the Purchasers, China Merchants Shipping and the Sellers. Unless otherwise defined herein, capitalized terms used in this announcement have the same meaning as defined in the Announcements.
The Board is pleased to announce that, on 6 November 2019, the Netherlands Authority for Consumers and Markets (being Dutch antitrust review agency) has made a Decision, according to which the Acquisition under the Share Sale and Purchase Agreement will not have a significant impact on the effective competition on the Dutch market or part of it, and the Company is allowed to acquire control over the Target Companies by the Acquisition. Thus, one of conditions precedent under the Share Sale and Purchase Agreement has been satisfied.
As at the date of this announcement, all of the antitrust applications under the Share Sale and Purchase Agreement to the European Union members, including German and the Netherlands, have been approved. The Company will proceed with the Acquisition and fulfill the information disclosure obligations in due course (if any).
Shareholders and potential investors of the Company should be aware that as at the date of this announcement, the completion of the Share Sale and Purchase Agreement is still subject to the satisfaction or, if applicable, waiver of other conditions precedent in the agreement. Accordingly, shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.