BBMG CORPORATION 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.
北 京 金 隅 股 份 有 限 公 司BBMG Corporation*
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2009) PROPOSED GRATUITOUS TRANSFER OF STATE-OWNED A SHARES IN THE COMPANYThis announcement is made by the Company on a voluntary basis.
On 17 October 2016, the Board was informed by BBMG Group that according to the arrangement of Beijing SASAC, BBMG Group proposes to transfer gratuitously to Beijing SCOM Center the 4,797,357,572 A Shares held by BBMG Group (representing 44.93% of the total share capital of the Company). The Equity Transfer is subject to, amongst other things, the approval of the State-owned Assets Supervision and Administration Commission of the State Council of the PRC and other authoritative government bodies, and the grant of waiver from the general offer obligation of Beijing SCOM Center by China Securities Regulatory Commission and the SFC.
As at the date of this announcement, BBMG Group directly holds 4,797,357,572 A Shares (representing 44.93% of the total share capital of the Company as at the date of this announcement), and BBMG Group is wholly-owned by Beijing SCOM Center. The Equity Transfer, if materialized, will not result in the change of actual controller of the Company, which will remain to be Beijing SASAC.
The Board was informed by Beijing SCOM Center that it will apply to the SFC for a waiver from the mandatory general offer obligation for the Shares under Rule 26.1 of the Takeovers Code arising as a result of the Equity Transfer as soon as possible.
The Company will make further announcement(s) in due course in the event of any material development in relation to the above matters.
DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"BBMG Group" | BBMG Group Company Limited* (北京金隅集團有限責任公 司), a limited liability company established under the laws of the PRC on 6 December 1996, a wholly-owned subsidiary of Beijing SCOM Center and the controlling shareholder of the Company as at the date of this announcement |
"Beijing SASAC" | State-owned Assets Supervision and Administration Commission of the People's Government of Beijing Municipality* (北京市人 民政府國有資產監督管理委員會) |
"Beijing SCOM Center" | Beijing Stated-owned Capital Operation and Management Center* (北京國有資本經營管理中心), a collectively-owned enterprise established under the laws of the PRC with registered capital fully paid-up by the Beijing SASAC |
"Board" | board of Directors |
"Company" | BBMG Corporation* (北京金隅股份有限公司), a joint stock company established under the laws of the PRC with limited liability, the H shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 02009) and the A shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601992) |
"Director(s)" | director(s) of the Company |
"Equity Transfer" | the proposed gratuitous transfer of 4,797,357,572 A Shares by BBMG Group to Beijing SCOM Center |
"PRC" | the People's Republic of China |
"SFC" | Securities and Futures Commission of Hong Kong |
"Share(s)" | ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising A shares and H shares |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | The Code on Takeovers and Mergers of the SFC |
By order of the Board BBMG Corporation* Jiang Deyi
Chairman
Beijing, the PRC, 18 October 2016
As at the date of this announcement, the executive directors are Jiang Deyi, Wu Dong, Zhang Jianli and Zang Feng; and the independent non-executive directors are Wang Guangjin, Tian Lihui, Tang Jun and Ngai Wai Fung.
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, 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 other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
* English translation denotes for identification purposes only
BBMG Corporation published this content on 18 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 October 2016 12:28:01 UTC.
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