United Strength Power : INSIDE INFORMATION LETTER OF INTENT IN RESPECT OF THE POSSIBLE ACQUISITION
12/07/2020 | 07:17am EDT
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UNITED STRENGTH POWER HOLDINGS LIMITED
眾 誠 能 源 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2337)
LETTER OF INTENT IN RESPECT OF
THE POSSIBLE ACQUISITION
This announcement is made by United Strength Power Holdings Limited (the "Company") pursuant to Rule 13.09(2)(a) of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
The board (the "Board") of directors (the "Directors") of the Company wishes to inform the shareholders of the Company (the "Shareholders") and potential investors of the Company that on 7 December 2020, the Company, as purchaser, entered into a letter of intent (the "LOI") with Jilin Zhongyuan Industrial Group Co., Limited* (吉林中源實業集團有限公司) (the "Vendor") in relation to a possible acquisition (the "Possible Acquisition") of the entire equity interests in Jilin Zhongyuan Petroleum Sales Co., Limited* (吉林中源石油銷售有限公 司) (the "Target Company").
As at the date of the announcement, the Target Company and its subsidiaries are principally engaged in businesses including but not limited to, (i) the wholesale and retail of gasoline and diesel; (ii) the operation of compressed natural gas and liquified natural gas refuelling stations and petroleum storage facilities; (iii) the transportation of petroleum and natural gas through its own transportation fleet; (iv) the sales and development of new energy technology; (v) the construction and operation of electrical vehicle charging stations; and (vi) the development of clean energy technology. To the best of the Directors' knowledge, the Target Company together with its subsidiaries ranked 2nd in Northeast China in terms of retail volume of refined oil products, taking up approximately 3.2% of total market share in Northeast China in 2019.
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The Target Company conducts its principal businesses through its subsidiaries as set out below:
the Target Company
Zhongyuan Industrial Yitong Manchu
Autonomous County Petroleum Co., Ltd.*
Baishan Zhongyuan Energy Co., Ltd.*
Jilin United Industrial Development Co., Ltd*
Baicheng Shunda Trading Co., Ltd.*
Liaoyuan Zhongyuan Energy Sales Co., Ltd*
Dongliao Zhongyuan Energy Sales Co., Ltd.*
Liaoyuan Zhongyuan Industrial Co., Ltd*
Changchun Zhongyuan Energy Co., Ltd.*
Zhongyaun Energy Dongfeng Co., Ltd*
Ulanhote Shengcheng Petroleum Co., Ltd.*
Jilin Zhongyuan Xihuan Petroleum Co., Ltd.*
To the best of the Directors' knowledge, information and belief, having made all reasonable enquires, as at the date of this announcement, the Vendor and its ultimate beneficial owner are third parties independent of the Company and its connected persons (as defined in the Listing Rules).
From the date of the signing of the LOI, the Company shall be entitled to carry out due diligence review including business, financial and legal, and other matters in relation to the Target Company and its subsidiaries. Subject to the results of such due diligence review and further negotiations between the parties on the consideration and other terms and conditions, the Company and the Vendor shall enter into a formal and legally binding agreement in respect of the Possible Acquisition. In addition, under the LOI, the Vendor shall (i) not disclose any information relating to the Possible Acquisition to any third parties other than the Company (unless consent is obtained from the counter-party); and (ii) for a period of six months commencing from the date of the signing of the LOI, not negotiate with any third parties other than the Company nor enter into any verbal or written agreements for the Possible Acquisition (whether or not such agreement is legally binding or not).
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The LOI, save for certain provisions therein regarding exclusivity, confidentiality, applicable law, transaction expenses and necessary amendments, is non-legally binding and does not constitute legally-binding commitment of the parties thereto in respect of the consummation of the Possible Acquisition.
The Board wishes to inform the Shareholders and its potential investors that in the event the Possible Acquisition materialises, it may constitute a notifiable transaction for the Company under the Listing Rules, but there is no assurance that a deal may be concluded nor when an agreement may be signed. The Company will make further announcement as and when appropriate pursuant to the requirements under the Listing Rules. Further, depending on, amongst others, the scale and terms of the Possible Acquisition, the availability of internal resources and the costs of external financing, the Company may seek external financing to finance the Possible Acquisition.
The Board wishes to emphasise that the Possible Acquisition may or may not proceed and is subject to, among other things, due diligence review on the Target Company and its subsidiaries to its satisfaction, further negotiations among the Company and the Vendor and entering into of a formal agreement in relation to the Possible Acquisition. Therefore, the Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
By order of the Board
United Strength Power Holdings Limited
Mr. Zhao Jinmin
Hong Kong, 7 December 2020
As at the date of this announcement, the Board comprises five executive Directors, being Mr. Zhao Jinmin, Mr. Liu Yingwu, Mr. Xu Huilin, Mr. Yuan Limin and Mr. Ma Haidong, and three independent non-executive Directors, being Ms. Su Dan, Mr. Lau Ying Kit and Mr. Zhang Zhifeng.
For identification purpose
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United Strength Power Holdings Ltd. published this content on 07 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 December 2020 12:16:06 UTC