CHINA SHENHUA ENERGY COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the content of this announcement, make no representation 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 content of this announcement.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01088)As disclosed in the announcement dated 22 March 2013 and the circular dated 9 April 2013, the Company has entered into the Current Financial Services Agreement with Shenhua Group Co on 22 March 2013 under which the Company has agreed to provide, through Finance Company, financial services to Members of Shenhua Group, and the Shenhua Group has agreed to provide, at the request of the Group and through Finance Company, entrustment loans to the Group. The term of the Current Financial Services Agreement will expire on 31 December 2016.
The Company has entered into a new Financial Services Agreement with Shenhua Group Co on 24 March 2016. Pursuant to the Financial Services Agreement, the Company has agreed to provide, through Finance Company, financial services to Members of Shenhua Group, and the Shenhua Group has agreed to provide, at the request of the Group and through Finance Company, entrustment loans to the Group. The Financial Services Agreement will be effective from 1 January 2017.
Shenhua Group Co holds 73.06% interest in the Company, and is the controlling shareholder of the Company. As such, Shenhua Group Co is a connected person of the Company under the Hong Kong Listing Rules, and the Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules.
In respect of the proposed annual caps under the Financial Services Agreement, as one or more of the applicable percentage ratios exceeds 5% as calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules, the Financial Services Agreement and the transactions contemplated thereunder are subject to reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules. In respect of loans, consumption credit, buyer's credit and financial leasing granted by Finance Company to Members of Shenhua Group under the Financial Services Agreement, as one or more of the applicable percentage ratios exceeds 5% but all such percentage ratios are less than 25% as calculated in accordance with Rule 14.07 of the Hong Kong Listing Rules, it also constitutes a discloseable transaction of the Company under Chapter 14 of the Hong Kong Listing Rules.
The Company will seek approval from the Independent Shareholders for the Financial Services Agreement and the proposed annual caps thereto at a general meeting to be convened. According to the Hong Kong Listing Rules, Shenhua Group Co and their respective associates shall abstain from voting in respect of the resolutions for the Financial Services Agreement and the proposed annual caps thereto.
The Company and the Independent Board Committee have reviewed the Financial Services Agreement and the proposed annual caps thereto. The Company has appointed GF Capital (Hong Kong) Limited as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders as to whether the terms, proposed annual caps of and the transactions contemplated under the Financial Services Agreement are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Group, and are in the interests of the Company and its shareholders as a whole, and to advise the Independent Shareholders on how to vote.
A circular containing, among other things, further details regarding the continuing connected transactions under the Financial Services Agreement, a letter from the Independent Board Committee and an opinion of the Independent Financial Adviser will be dispatched to the Shareholders in due course, in any event, no later than 6 May 2016.
The Company is a world-leading coal-based integrated energy company. The main business of the Company and its subsidiaries includes production and sales of coal and power, railway, port and ship transportation, and coal-to-olefins and other coal related chemical processing business.
Shenhua Group Co and its subsidiaries are principally engaged in the coal liquefaction, coal based chemical processing business, coal production and power generation business as well as investment and finance activities. Shenhua Group Co is the controlling shareholder of the Company. As at the date hereof, Shenhua Group Co holds 73.06% interest in the Company.
Finance Company is principally engaged in the provision of financial consultation services, credit appraisal and other related consultancy and agency services to members of Shenhua Group and the Group; assistance to members in the collection and payment of transaction amount; authorised insurance agency services; provision of guarantee between members; providing entrusted loans and entrusted investments between members; provision of bill acceptance and discount services to members; provision of internal fund transfer and settlement services and corresponding settlement planning to members; accepting deposits from members; provision of loans and finance leasing to members; provision of inter-bank lending; authorised issue of bonds; underwriting of corporate bonds of members; equity investments in financial institutions; investments in negotiable securities; provision of consumer credit facilities, buyers' credit and finance leasing. As at the date hereof, the Company directly and indirectly holds 100% interest in Finance Company.
As disclosed in the announcement dated 22 March 2013 and the circular dated 9 April 2013, the Company has entered into the Current Financial Services Agreement with Shenhua Group Co on 22 March 2013 under which the Company has agreed to provide, through Finance Company, financial services to Members of Shenhua Group, and the Shenhua Group has agreed to provide, at the request of the Group and through Finance Company, entrustment loans to the Group. The term of the Current Financial Services Agreement will expire on 31 December 2016.
The Company has entered into a new Financial Services Agreement with Shenhua Group Co on 24 March 2016. Pursuant to the Financial Services Agreement, the Company has agreed to provide, through Finance Company, financial services to Members of Shenhua Group, and the Shenhua Group has agreed to provide, at the request of the Group and through Finance Company, entrustment loans to the Group. The Financial Services Agreement will be effective from 1 January 2017.
FINANCIAL SERVICES AGREEMENT24 March 2016
The Company and Shenhua Group Co
Pursuant to the Financial Services Agreement, the Company has agreed to provide, through Finance Company, the following financial services to Members of Shenhua Group:
financial consultation, credit appraisal and other relevant advice and agency services to Members of Shenhua Group;
provision of assistance to Members of Shenhua Group to receive and pay transaction proceeds;
provision of financial service of guarantee (including guarantee business within the business scope of financial enterprises, such as performance guarantee and quotation sharing) to Members of Shenhua Group;
entrustment investments between members of the Shenhua Group and associates of Shenhua Group Co;
bill acceptance and discount services to Members of Shenhua Group;
internal settlement and settlement planning services between members of the Shenhua Group and associates of Shenhua Group Co;
taking deposits from Members of Shenhua Group;
CSEC - China Shenhua Energy Company Ltd. issued this content on 24 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 March 2016 02:45:24 UTC
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