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UNITED STRENGTH POWER HOLDINGS LIMITED

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United Strength Power : INSIDE INFORMATION LETTER OF INTENT IN RESPECT OF THE POSSIBLE ACQUISITION

12/07/2020 | 07:17am EDT

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.

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)

INSIDE INFORMATION

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.

- 1 -

The Target Company conducts its principal businesses through its subsidiaries as set out below:

Shareholding of

Company

the Target Company

(%)

Zhongyuan Industrial Yitong Manchu

Autonomous County Petroleum Co., Ltd.*

(中源實業伊通滿族自治縣石油有限公司)

100

Baishan Zhongyuan Energy Co., Ltd.*

(白山中源能源有限公司)

100

Jilin United Industrial Development Co., Ltd*

(吉林聯合實業開發有限公司)

100

Baicheng Shunda Trading Co., Ltd.*

(白城順達經貿有限責任公司)

100

Liaoyuan Zhongyuan Energy Sales Co., Ltd*

(遼源中源能源銷售有限公司)

100

Dongliao Zhongyuan Energy Sales Co., Ltd.*

(東遼中源能源銷售有限公司)

100

Liaoyuan Zhongyuan Industrial Co., Ltd*

(遼源市中源實業有限公司)

100

Changchun Zhongyuan Energy Co., Ltd.*

(長春市中源能源有限公司)

100

Zhongyaun Energy Dongfeng Co., Ltd*

(中源能源東豐有限公司)

35

Ulanhote Shengcheng Petroleum Co., Ltd.*

(烏蘭浩特市晟城石油有限公司)

60

Jilin Zhongyuan Xihuan Petroleum Co., Ltd.*

(吉林中源西環石油有限公司)

50

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).

- 2 -

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

Chairman

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

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

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


© Publicnow 2020
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Capitalization 2 979 M 444 M 444 M
EV / Sales -1
EV / Sales 0
Nbr of Employees 1 768
Free-Float 26,6%
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Jin Min Zhao Chairman & Chief Executive Officer
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Dan Su Independent Non-Executive Director
Ying Kit Lau Independent Non-Executive Director
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