Discloseable Transaction – Acquisition of Two Gas Companies

Source Press Release
Company ZhongYu Gas Holdings Limited 
Tags Corporate Deals, Deals, Refining & Marketing Activities, Pipelines/ tankers/ distribution
Date January 22, 2019

ACQUISITION OF TWO GAS COMPANIES

On 22 January 2019 (after trading hours), the Purchaser (a wholly-owned subsidiary of the Company) and each of the Vendors entered into the Sale and Purchase Agreements pursuant to which the Purchaser agreed to acquire and the Vendors agreed to sell 100% of the equity interest in each of Gaoyuan Gas (Mengzhou) and Gaoyuan Gas (Wen County) at an aggregate consideration of RMB462,152,012 (equivalent to approximately HK$536,096,334).

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition is above 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

On 22 January 2019 (after trading hours), the Purchaser (a wholly-owned subsidiary of the Company) and each of the Vendors entered into the Sale and Purchase Agreements pursuant to which the Purchaser agreed to acquire and the Vendors agreed to sell 100% of the equity interest in each of Gaoyuan Gas (Mengzhou) and Gaoyuan Gas (Wen County) at an aggregate consideration of RMB462,152,012 (equivalent to approximately HK$536,096,334).

Each of Gaoyuan Gas (Mengzhou) and Gaoyuan Gas (Wen County) has signed a franchise agreement with the local governmental authority of Mengzhou City and Wen County pursuant to which an exclusive right has been granted to each of them to invest in, build and operate piped gas business and provide the ancillary services in Mengzhou City and Wen County for a period of 30 years and 27 years ending in 2035 and 2039, respectively.

Set out below are the major terms of the Sale and Purchase Agreements. Save for the amount of the consideration (and payment instalments) and shareholders’ loans and particulars of each Target Companies, the other material terms of each Sale and Purchase Agreements are substantially the same. The Sale and Purchase Agreements are not inter-conditional.

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Source: EvaluateEnergy® ©2019 EvaluateEnergy Ltd