TIDMPMHL
RNS Number : 4487M
Prosperity Minerals Holdings Ltd
24 May 2010
24 May 2010
Prosperity Minerals Holdings Limited
("Prosperity") or ("the Company")
Acquisition of a 25% investment interest
in Liaoning Changqing Cement Co. Limited
Prosperity Minerals Holdings Limited (AIM: PMHL.L), which recently disposed of
most of its cement manufacturing business in the People's Republic of China
("PRC") to TCC International Limited ("TCCI") for a consideration of HK$3,800
million (approximately GBP385 million), today announces that on 22 May 2010,
Sintex International Holdings Limited ("Sintex"), a wholly-owned subsidiary of
the Company, entered into a conditional sale and purchase agreement (the
"Agreement") with Liaoning Yan Zhou Zhu Xing Cement Co., Limited (the "Vendor")
under which Sintex agreed to purchase a 25% equity interest in Liaoning
Changqing Cement Co. Limited ("Liaoning Changqing") from the Vendor for a
consideration of RMB 100 million (approximately GBP10 million) (the "Liaoning
Acquisition").
Liaoning Changqing, which is presently undergoing production trials, was
established as an equity joint venture between Prosperity and the Vendor in
2007, in which Prosperity and the Vendor held 55% and 45% equity interests
respectively. In March 2009, Prosperity and the Vendor signed a revised joint
venture agreement in which the equity interest of Prosperity and the Vendor was
revised to 75% and 25% respectively. Prosperity's 75% equity interest in
Liaoning Changqing was transferred to TCCI on 30 April 2010 as part of the
disposal of Prosperity's cement business to TCCI. The Vendor has since
approached Prosperity indicating that it wished to sell its 25% interest in
Liaoning Changqing because it did not wish to be part of a joint venture with an
unfamiliar party (TCCI).
Given that Prosperity has a long established relationship with both the Vendor
and TCCI, and the Directors believe that the price sought by the Vendor is
attractive, the Directors believe that it would be in the interests of
Prosperity and its shareholders for Prosperity to initially purchase the 25%
equity interest in Liaoning Changqing from the Vendor. The Directors believe
that Prosperity has the opportunity to sell the 25% interest in Liaoning
Changqing at a higher valuation following commencement of normal production at
the plant. Therefore, on 22 May 2010, Sintex entered into the Agreement with the
Vendor for the Liaoning Acquisition.
Completion of the Agreement is conditional upon the fulfillment of certain
conditions, including the Agreement having been approved by the PRC authorities
and the Company's majority shareholder, Prosperity International Holdings (H.K.)
Limited ("PIHL"), having complied with the relevant requirements under the Rules
Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited
(the "HK Listing Rules"), including having obtained approval from PIHL's
independent shareholders of the Agreement.
Liaoning Changqing recently completed construction of a cement and clinker
production line in Liaoning, PRC with a production capacity of 2 million tonnes
per annum. Trial production commenced on 3 March 2010, the start of normal
production is expected in September 2010.
Based on the unaudited financial statements of Liaoning Changqing for the two
years ended 31 December 2008 and 31 December 2009, Liaoning Changqing did not
record any revenue or profits, as the construction of the cement and clinker
production lines at Liaoning Changqing was still underway.
The net asset value of Liaoning Changqing as shown in the unaudited accounts
prepared in accordance with the International Financial Reporting Standards and
its interpretations adopted by the International Accounting Standards Board as
at 31 December 2008, 31 December 2009 and 30 April 2010 respectively were RMB
125,204,912.84 (approximately GBP12,771,259), RMB 223,658,562.42 (approximately
GBP22,813,814) and RMB 218,540,851.45 (approximately GBP22,291,792) respective.
The consideration will be satisfied by Sintex in cash out of Prosperity's
internal resources. Payment of the consideration will have no material adverse
effect on the financial position of Prosperity, nor is its interest in the 25%
of Liaoning Changqing expected to make a material contribution to the profit or
loss of Prosperity for the financial year 2010-2011.
Prosperity will treat the 25% equity interest in Liaoning Changqing as an
investment and will not participate in the management and operation of Liaoning
Changqing.
The Liaoning Acquisition constitutes a related party transaction for Prosperity
under Rule 13 as the Vendor is owned by a Director of Liaoning Changqing, which
was a subsidiary of Prosperity within the twelve months preceding the date of
the Agreement.
The Directors, who are all independent of the Liaoning Acquisition, having
consulted with its nominated adviser, consider that the terms of the Agreement
are fair and reasonable insofar as its shareholders are concerned.
The Liaoning Acquisition constitutes a non-exempt connected transaction for
Prosperity's majority shareholder (PIHL) under the HK Listing Rules. Therefore,
PIHL is required by the HK Listing Rules to seek the approval from its
independent shareholders of the Agreement. As all of PIHL's shareholders are
independent of the Agreement, under the HK Listing Rules, PIHL is permitted to
dispensing with holding a shareholders' meeting to approve the Agreement,
subject to receiving written approval of a closely allied group of shareholders
holding in excess of 50% of the voting rights of PIHL. PIHL's controlling
shareholders have given written approval for the Agreement and an application
will be made by PIHL to the Hong Kong Stock Exchange for dispensation from
having to convene a general meeting to approve the Agreement.
Further details of the Liaoning Acquisition and the associated implications
under the HK Listing Rules are set out in PIHL's announcement, which is attached
as an appendix to this announcement.
Further enquiries:
Prosperity Minerals Holdings Limited Tel: + 44 (0)
20 7638 9571
Patrick Li, Chief Financial Officer
Sandy Chim, Non Executive Director
Neelke Kruger, Investor Relations
Citigate Dewe Rogerson Tel: +
44 (0) 20 7638 9571
Media enquiries: Martin Jackson
Analyst enquiries: Kate Lehane
Daniel Stewart & Company plc Tel: + 44
(0) 20 7776 6550
Simon Leathers
Emma Earl
Notes to Editors:
Prosperity (AIM: PMHL) operates a cement manufacturing business in the People's
Republic of China ("PRC") and an iron ore trading business serving the same
market.
Prosperity recently disposed of the majority of its cement business in the PRC
but retained its 33.06% interest in Anhui Chaodong Cement Company Limited
("ACC"). ACC is located in Anhui Province in the eastern PRC. The designed
sellable output capacity of clinker** and cement at ACC is 3.4 million tonnes
per year.
The iron ore trading business has been operating since 1992 and sources iron
ore, for shipment and use in the PRC, from major international iron ore
producers in South Africa, Brazil and Australia, as well as from South East
Asia, Thailand and Malaysia in particular. The majority of the Company's iron
ore is sold to the large steel manufacturers in the PRC and, in the fiscal year
ended 31 March 2009, Prosperity shipped 4.4 million tonnes of iron ore. This
volume increased to 5.2 million tonnes in the six months ended 30 September
2009.
The PRC is the world's third largest economy (behind the US and Japan) and the
largest producer and consumer of cement and the biggest buyer of iron ore.
**Clinker is a complex calcium alumino-silicate material produced by the
calcinations of limestone and clays. It is then ground and mixed with gypsum to
form cement or, more correctly, Portland Cement.
For the purposes of this announcement, conversion of RMB into GBP is based on
the reference exchange rate of GBP1 = RMB9.80364.
APPENDIX
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.
PROSPERITY INTERNATIONAL HOLDINGS (H.K.) LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code : 803)
CONNECTED TRANSACTION
IN RELATION TO THE ACQUISITION OF
25% EQUITY INTERESTS IN
LIAONING CHANGQING CEMENT CO. LTD
On 22 May 2010, Sintex and the Vendor entered into the Equity Transfer Agreement
pursuant to which Sintex had conditionally agreed to purchase 25% equity
interests in Liaoning Changqing from the Vendor for the Consideration of RMB 100
million (approximately HK$114 million).
Sintex is an indirect 53.89%-owned subsidiary of the Company. The Vendor is
beneficially owned by two directors of Liaoning Changqing and Liaoning Changqing
was an indirect 75%-owned subsidiary of PMHL immediately before the completion
of the Disposal. Therefore, the Vendor is an associate of a past director of a
subsidiary of the Company and hence a connected person of the Company under the
HK Listing Rules. The Acquisition thus constitutes a connected transaction for
the Company. As the applicable Percentage Ratios for the Acquisition exceed
2.5%, the Acquisition is subject to the reporting, announcement and independent
shareholders' approval requirements under Chapter 14A of the HK Listing Rules.
As none of the Shareholders has a material interest in the transactions
contemplated under the Equity Transfer Agreement, none of them would be required
to abstain from voting if a general meeting of the Company were to be convened
to approve the terms of, and the transactions contemplated under, the Equity
Transfer Agreement. Pursuant to Rule 14A.43 of the HK Listing Rules, on 24 May
2010, the Company has obtained a written approval from the Controlling
Shareholders to approve the terms of, and the transactions contemplated under,
the Equity Transfer Agreement.
An application has been made by the Company to HKSE for a waiver from strict
compliance with the requirement to convene a general meeting of the Company to
approve the terms of, and the transactions contemplated under, the Equity
Transfer Agreement, on the basis that the terms of, and the transactions
contemplated under, the Equity Transfer Agreement have been approved by a
written approval of the Controlling Shareholders.
The Independent Board Committee comprising all independent non-executive
Directors has been established to advise the Independent Shareholders as to
whether the terms of the Equity Transfer Agreement are on normal commercial
terms and are fair and reasonable and whether the Acquisition is on normal
commercial term and in the interests of the Company and the Shareholders as a
whole. The Company will also appoint an independent financial adviser to advise
the Independent Board Committee and the Independent Shareholders as to whether
the terms of the Equity Transfer Agreement are on normal commercial terms and
are fair and reasonable and whether the Acquisition is in the interests of the
Company and the Shareholders as a whole.
GENERAL
The Company will despatch a circular to the Shareholders in accordance with the
requirements under the HK Listing Rules containing, among other things, (a)
further information on the Acquisition; (b) a letter from the Independent Board
Committee containing its advice and recommendation to the Independent
Shareholders in respect of the Acquisition; (c) a letter from an independent
financial adviser containing its advice and recommendation to the Independent
Board Committee and the Independent Shareholders in respect of the Acquisition;
and (d) further information as required under the HK Listing Rules.
INTRODUCTION
Prosperity Minerals Holdings Limited (AIM: PMHL.L), a direct 53.89%-owned
subsidiary of the Company which recently disposed of most of its cement
manufacturing business in the PRC for HK$3,800 million, today announced that on
22 May 2010, Sintex, an indirect wholly-owned subsidiary of PMHL, has entered
into the Equity Transfer Agreement with the Vendor pursuant to which Sintex has
conditionally agreed to purchase 25% equity interests in Liaoning Changqing from
the Vendor for a consideration of RMB 100 million (approximately HK$114
million).
THE EQUITY TRANSFER AGREEMENT
+------------+----------+------------------------------------------------+
| Date | : | [22] May 2010 |
| | | |
+------------+----------+------------------------------------------------+
| Parties | : | (1) Liaoning Yan Zhou Zhu Xing Cement Co., |
| | | Limited* - as vendor |
| | | (2) Sintex International Limited - as |
| | | purchaser |
| | | |
+------------+----------+------------------------------------------------+
Assets to be acquired
25% equity interests in Liaoning Changqing.
Conditions precedent
Completion of the Equity Transfer Agreement is conditional upon the fulfilment
of, inter alia, the following conditions:
(a) the Equity Transfer Agreement having been approved by the PRC
government or regulatory authorities; and
(b) the Company having complied with the relevant requirements under the HK
Listing Rules, including having obtained approval from the Independent
Shareholders, with regard to the execution and performance of the Equity
Transfer Agreement.
Consideration
The Consideration for the Acquisition is RMB 100 million (approximately HK$114
million), which shall be paid by Sintex in cash in the following manner:
(a) Sintex shall pay a sum of RMB90 million (approximately HK$102.6
million) within 7 Business Days after all the conditions have been satisfied and
the Vendor has established a foreign currency account for the receipt of the
Consideration; and
(b) the remaining balance of the Consideration of RMB10 million
(approximately HK$11.4 million) shall be paid in full within 7 Business Days
after the relevant PRC government authorities have completed the registration
for the transfer of the 25% equity interests in Liaoning Changqing and issued a
new business licence for Liaoning Changqing.
The Consideration was arrived at after arm's length negotiation between the
Vendor and Sintex with reference to the net asset value of approximately RMB
218.5 million (approximately HK$249.1 million) of Liaoning Changqing as at 30
April 2010 as shown in its unaudited management accounts prepared in accordance
with the International Financial Reporting Standards and its interpretations
adopted by the International Accounting Standards Board.
The Group will satisfy the Consideration in cash from its internal resources.
REASONS FOR AND BENEFITS OF THE ACQUISITION
Liaoning Changqing was established as an equity joint venture between the PMHL
Group and the Vendor in 2007. Immediately before completion of the Disposal,
the PMHL Group and the Vendor held 75% and 25% equity interests, respectively.
Following completion of the Disposal on 30 April 2010, Liaoning Changqing has
become an indirect 75%-owned subsidiary of TCCI.
The Vendor recently approached PMHL indicating that it wished to sell its 25%
interest in Liaoning Changqing because it did not wish to be locked-in a joint
venture with an unfamiliar party (TCCI). The Vendor requested PMHL to help find
a buyer for its interests in Liaoning Changqing.
Given that PMHL has a long established relationship with both the Vendor and
TCCI, and the PMHL Directors believe that the price sought by the Vendor was
reasonably attractive, the PMHL Board took the view that it would be in the
interests of PMHL and its shareholders if PMHL were to purchase the 25% equity
interest in Liaoning Changqing from the Vendor. The PMHL Board believed that
PMHL would have the opportunity to sell the 25% interests in Liaoning Changqing
at a higher valuation after the plant has started production.
The Board has also been advised by the PMHL Board that the PMHL Group will treat
the 25% equity interests in Liaoning Changqing as investment and will not
participate in the management and operation of Liaoning Changqing.
In view of the above, the Board concurred with the views of the PMHL Board and
considers that the Acquisition would be in the interests of the Company and the
Shareholders as a whole.
INFORMATION ON LIAONING CHANGQING
Liaoning Changqing is an equity joint venture enterprise established in the PRC
in which Kiton Limited, an indirect wholly-owned subsidiary of TCCI, and the
Vendor hold 75% and 25% equity interests, respectively.
Liaoning Changqing recently completed construction of a cement and clinker
production line in Liaoning, PRC with a production capacity of 2 million tonnes
per annum. Trial production commenced on 3 March 2010, the start of normal
production is expected in September 2010.
Upon completion of the Acquisition, Liaoning Changqing will become an associated
company of the Company in which the Company has an approximately 13.47%
effective interest and will be so treated in the consolidated financial
statements of the Company.
FINANCIAL INFORMATION OF LIAONING CHANGQING
The following table sets out the financial information of Liaoning Changqing for
the two years ended 31 December 2009 and 2008 based on the unaudited financial
statements of Liaoning Changqing for the two years ended 31 December 2009 and 31
December 2008 respectiveprepared in accordance with the International Financial
Reporting Standards and its interpretations adopted by the International
Accounting Standards Board:
+-----------+-------------+-------------+-------------+-------------+
| | Year ended 31 December |
+-----------+-------------------------------------------------------+
| | 2009 | 2008 |
+-----------+---------------------------+---------------------------+
| | RMB'000 | HK$'000 | RMB'000 | HK$'000 |
+-----------+-------------+-------------+-------------+-------------+
| | (unaudited) | (unaudited) | (unaudited | (unaudited) |
+-----------+-------------+-------------+-------------+-------------+
| | | | | |
+-----------+-------------+-------------+-------------+-------------+
| Revenue | 0 | 0 | 0 | 0 |
+-----------+-------------+-------------+-------------+-------------+
| | | | | |
+-----------+-------------+-------------+-------------+-------------+
| Loss for | 9,064,000 | 10,332,960 | 0 | 0 |
| the year | | | | |
+-----------+-------------+-------------+-------------+-------------+
| | | | | |
+-----------+-------------+-------------+-------------+-------------+
| | As at 31 December |
+-----------+-------------------------------------------------------+
| | 2009 | 2008 |
+-----------+---------------------------+---------------------------+
| | RMB'000 | HK$'000 | RMB'000 | HK$'000 |
+-----------+-------------+-------------+-------------+-------------+
| | (unaudited) | (unaudited) | (unaudited) | (unaudited) |
+-----------+-------------+-------------+-------------+-------------+
| | | | | |
+-----------+-------------+-------------+-------------+-------------+
| Net | 223,659,000 | 254,971,260 | 125,205,000 | 142,733,700 |
| assets | | | | |
+-----------+-------------+-------------+-------------+-------------+
INFORMATION ON SINTEX, THE GROUP AND THE VENDOR
Sintex is an investment holding company incorporated in Hong Kong and an
indirect wholly-owned subsidiary of PMHL. PMHL is a direct 53.89%-owned
subsidiary of the Company incorporated in Jersey and whose shares are admitted
to trading on the AIM.
The Group is principally engaged in (i) trading of cement and clinker; (ii)
investment in granite material production; (iii) trading of iron ore; and (iv)
the operation of public port and other related facilities businesses in the PRC.
The Vendor is a limited liability company incorporated under the laws of the PRC
and is principally engaged in the manufacturing and sale of cement and steel
products. The Vendor is beneficially owned by two PRC individuals who have been
the directors of Liaoning Changqing since its establishment in 2007.
IMPLICATIONS UNDER THE HK LISTING RULES
Sintex is an indirect 53.89%-owned subsidiary of the Company. The Vendor is
beneficially owned by two directors of Liaoning Changqing and Liaoning Changqing
was an indirect 75%-owned subsidiary of the Company immediately before the
completion of the Disposal. Therefore, the Vendor is an associate of a past
director of a subsidiary of the Company and hence a connected person of the
Company under the HK Listing Rules. The Acquisition constitutes a connected
transaction for the Company.
As the applicable Percentage Ratios for the Acquisition exceed 2.5%, the
Acquisition is subject to the reporting, announcement and independent
shareholders' approval requirements under Chapter 14A of the HK Listing Rules.
As none of the Shareholders has a material interest in the transactions
contemplated under the Equity Transfer Agreement, none of them would be required
to abstain from voting if a general meeting of the Company were to be convened
to approve the terms of, and the transactions contemplated under, the Equity
Transfer Agreement. Pursuant to Rule 14A.43 of the HK Listing Rules, on 24 May
2010, the Company has obtained a written approval from the Controlling
Shareholders who together are interested in 4,093,753,540 Shares (representing
approximately 74.19% of the issued share capital of the Company as at the date
of this announcement), to approve the terms of, and the transactions
contemplated under, the Equity Transfer Agreement.
An application will be made by the Company to HKSE for a waiver from strict
compliance with the requirement to convene a general meeting of the Company to
approve the terms of, and the transactions contemplated under, the Equity
Transfer Agreement, on the basis that the terms of, and the transactions
contemplated under, the Equity Transfer Agreement have been approved by a
written approval of the Controlling Shareholders.
The Independent Board Committee comprising all independent non-executive
Directors has been established to advise the Independent Shareholders as to
whether the terms of the Equity Transfer Agreement are on normal commercial
terms and are fair and reasonable and whether the Acquisition is in the
interests of the Company and the Shareholders as a whole. The Company will also
appoint an independent financial adviser to advise the Independent Board
Committee and the Independent Shareholders as to whether the terms of the Equity
Transfer Agreement are on normal commercial terms and are fair and reasonable
and whether the Acquisition is in the interests of the Company and the
Shareholders as a whole.
The Directors (excluding the independent non-executive Directors whose opinions
can only be formed after having reviewed the advice from the independent
financial adviser) consider that the terms of the Equity Transfer Agreement
(including the amount of the Consideration) are on normal commercial terms, the
terms of which are fair and reasonable and in the interests of the Company and
the Shareholders as a whole.
GENERAL
The Company will despatch a circular to the Shareholders in accordance with the
requirements under the HK Listing Rules containing, among other things, (a)
further information on the Acquisition; (b) a letter from the Independent Board
Committee containing its advice and recommendation to the Independent
Shareholders in respect of the Acquisition; (c) a letter from an independent
financial adviser containing its advice and recommendation to the Independent
Board Committee and the Independent Shareholders in respect of the Acquisition;
and (d) further information as required under the HK Listing Rules.
DEFINITIONS
In this announcement, the following expressions shall have the meanings set out
below unless the context requires otherwise:
+--------------------------------------+------------------------------------------+
| "Acquisition" | the acquisition of 25% equity interests |
| | in Liaoning Changqing by Sintex from the |
| | Vendor on the terms of the Equity |
| | Transfer Agreement |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "AIM" | AIM market of the London Stock Exchange |
| | plc |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "associate(s)" | has the meaning ascribed to it under the |
| | HK Listing Rules |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Board" | the board of Directors |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Business Day" | a day (other than Saturdays, Sundays and |
| | such other days where a "black" |
| | rainstorm warning or a tropical cyclone |
| | warning signal number 8 or above is in |
| | force in Hong Kong), on which licensed |
| | banks in Hong Kong are open for business |
| | throughout their normal business hours |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Company" | Prosperity International Holdings (H.K.) |
| | Limited, a company incorporated in |
| | Bermuda with limited liability, the |
| | Shares of which are listed on the Main |
| | Board of HKSE |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "connected person(s)" | has the meaning given to it under the HK |
| | Listing Rules |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Consideration" | RMB 100 million (approximately HK$114 |
| | million), being the consideration for |
| | the Acquisition |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Controlling Shareholders" | Well Success Group Limited, Prosperity |
| | Minerals Group Limited, Max Start |
| | Holdings Limited, Max Will Holdings |
| | Limited, Mr. Wong and his spouse, which |
| | are collectively interested in |
| | 4,093,753,540 Shares (representing |
| | approximately 74.19% of the issued share |
| | capital of the Company as at the date of |
| | this announcement). Well Success Group |
| | Limited, Prosperity Minerals Group |
| | Limited, Max Start Holdings Limited, Max |
| | Will Holdings Limited and the spouse of |
| | Mr. Wong are all associates of Mr. Wong |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "controlling shareholder" | has the meaning given to it under the HK |
| | Listing Rules |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Directors" | directors of the Company, and "Director" |
| | means any one of them |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Disposal" | the disposal of the entire issued share |
| | capital of Upper Value Investments |
| | Limited and the related shareholder loan |
| | by an indirect wholly-owned subsidiary |
| | of PMHL to TCCI, as more particularly |
| | set out in the circular of the Company |
| | dated 1 February 2010 |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Equity Transfer Agreement" | the equity transfer agreement dated 22 |
| | May 2010 and entered into between the |
| | Vendor as vendor and Sintex as purchaser |
| | in respect of the sale and purchase of |
| | 25% equity interests in Lioaning |
| | Changqing |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Group" | the Company and its subsidiaries from |
| | time to time |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "HK Listing Rules" | the Rules Governing the Listing of |
| | Securities on HKSE |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "HKSE" | The Stock Exchange of Hong Kong Limited |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "HK$" | Hong Kong dollars, the lawful currency |
| | of Hong Kong |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Hong Kong" | the Hong Kong Special Administrative |
| | Region of the PRC |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Independent Board Committee" | the board committee of the Board |
| | comprising all independent non-executive |
| | Directors established by the Board to |
| | advise the Independent Shareholders as |
| | to whether the terms of the Equity |
| | Transfer Agreement are on normal |
| | commercial terms and are fair and |
| | reasonable and whether the Acquisition |
| | is in the interests of the Company and |
| | the Shareholders as a whole |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Independent Shareholders" | Shareholders who do not have a material |
| | interest in the transactions |
| | contemplated under the Equity Transfer |
| | Agreement |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Liaoning Changqing" | Liaoning Changqing Cement Co. Ltd*, an |
| | equity joint venture enterprise |
| | established in the PRC in which Kiton |
| | Limited, an indirectly wholly-owned |
| | subsidiary of TCCI, and the Vendor hold |
| | 75% and 25% equity interests, |
| | respectively |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Mr. Wong" | Mr. Wong Ben Koon, the Chairman of the |
| | Board and an executive Director, and the |
| | Chairman and Chief Executive Officer of |
| | PMHL |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Percentage Ratios" | the percentage ratios under Rule 14.07 |
| | of the HK Listing Rules |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "PMHL" | Prosperity Minerals Holdings Limited, a |
| | company incorporated in Jersey and whose |
| | shares are admitted to trading on AIM |
| | and a direct 53.89%-owned subsidiary of |
| | the Company |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "PMHL Board" | the board of directors of PMHL |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "PMHL Group" | PMHL and its subsidiaries |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "PRC" | the People's Republic of China which, |
| | for the purpose of this announcement, |
| | excludes Hong Kong, Taiwan and the Macau |
| | Special Administrative Region of the PRC |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "RMB" | Renminbi, the lawful currency of the PRC |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Share(s)" | ordinary share(s) of HK$0.01 each in the |
| | share capital of the Company |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Shareholder(s)" | holder(s) of the Shares |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Sintex" | Sintex International Limited, a company |
| | incorporated in Hong Kong with limited |
| | liability and an indirect wholly-owned |
| | subsidiary of PMHL |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "TCCI" | TCC International Holdings Limited, a |
| | company incorporated in the Cayman |
| | Islands whose shares are listed and |
| | traded on the Main Board of HKSE |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "Vendor" | [Liaoning Yan Zhou Zhu Xing Cement Co., |
| | Limited]*, a limited liability company |
| | incorporated under the laws of the PRC |
+--------------------------------------+------------------------------------------+
| | |
+--------------------------------------+------------------------------------------+
| "%" | per cent. |
+--------------------------------------+------------------------------------------+
+---------------------+--------------------------------------+
| | By order of the Board |
| | Prosperity International Holdings |
| | (H.K.) Limited |
| | Wong Ben Koon |
| | Chairman |
| | |
+---------------------+--------------------------------------+
Hong Kong, 24 May 2010
* For identification purpose only
As at the date of this announcement, the executive Directors are Mr. Wong Ben
Koon (Chairman), Mr. Sun Yong Sen (Deputy Chairman), Mr. Mao Shuzhong (Chief
Executive Officer) and Mr. Kong Siu Keung, and the independent non-executive
Directors are Mr. Mo Kwok Choi, Mr. Yuen Kim Hung, Michael and Mr. Yung Ho.
For the purposes of this announcement, unless otherwise specified, conversions
of HK$ are based on the approximate exchange rate of RMB1.00 to HK$1.14, for the
purposes of illustration only. No representation is made that any amount in HK$
or RMB could have been or could be converted at the above rate or at any other
rates.
The Directors jointly and severally accept full responsibility for the accuracy
of the information contained in this announcement, and confirm, having made all
reasonable enquiries, that to the best of their knowledge, opinions expressed in
this announcement have been arrived at after due and careful consideration and
there are no facts, the omission of which would make any statement in this
announcement misleading.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQAIMATMBBTBIM
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