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.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6030)
(1) the Proposed Acquisition of 10% Shareholding Interest in China AMC
(2) the Proposed Reorganization and Split of a Wholly-owned
Subsidiary Named CITIC Securities (Zhejiang)
This announcement is made pursuant to the Inside Information Provisions (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (the "Hong Kong Listing Rules") under Part XIVA of the Securities and Futures Ordinance (Cap. 571) and Rule 13.09 of the Hong Kong Listing Rules.
I Proposed Acquisition of 10% Shareholding Interest in China AMC by the Company
On 21 May 2013, resolutions were approved by way of written resolutions by the 14th meeting of the 5th Session of the board of directors (the "Board") of CITIC Securities Company Limited (the "Company"), pursuant to which resolutions relating to the proposal of acquiring 10% shareholding interest in China Asset Management Co., Ltd. ("China AMC") (the "Proposed Acquisition") and the proposed reorganization and split (together, the "Reorganization and Split") of a wholly-owned subsidiary of the Company named CITIC Securities (Zhejiang) Co., Ltd. ("CITIC Securities (Zhejiang)") were approved.
On 23 April 2013, Wuxi Guolian Development (Group) Company Limited ("Wuxi Guolian") listed its 10% shareholding interest in China AMC for public sale in the Wuxi Property Exchange with a quoted price of RMB1.6 billion. It was agreed by the Board that the Company placed a bid for the 10% shareholding interest in China AMC held by Wuxi Guolian (the "Subject Shareholding Interest") at a price of not higher than RMB2 billion (inclusive of RMB2 billion). As of the cut-off time for such shareholding interest bidding on 21 May 2013, only the Company placed a bid to the Wuxi Property Exchange with a quoted price of RMB1.6 billion. Upon completion of the acquisition and relevant transfer procedures, the Company will hold an aggregate of 59% shareholding interest in China AMC.
As the applicable percentage ratios relating to the Proposed Acquisition exceed 5% but are less than 25%, the Proposed Acquisition, if concluded, will constitute a discloseable transaction for the Company under Chapter 14 of the Hong Kong Listing Rules, and the transaction will be subject to the approval of the China Securities Regulatory Commission.
Background of the Counterparty to the Transaction
As at the date of this announcement, the Company has not entered into any equity transfer contract or other legal document with Wuxi Guolian.
For the purpose of the transaction, the transferor of the Subject Shareholding Interest is Wuxi Guolian, a corporation solely owned by the State and under the supervision of the Wuxi State-owned Assets Supervision and Administration Commission, with registered capital of RMB8 billion. Its scope of business includes capital and assets operation, investment agency, investment advisory and investment services. According to the Hong Kong Listing Rules, Wuxi Guolian is an independent third party to the Company.
Basic Information of the Transaction Subject
The transaction subject is the 10% shareholding interest in China AMC. China AMC was established in 1998 with registered capital of RMB238 million. Its scope of business includes placement and sales of funds, assets management and other businesses as approved by the China Securities Regulatory Commission. As at the date of this announcement, the Company holds 49% shareholding interest in China AMC.
According to the "Audit Report" issued by Ernst & Young Hua Ming LLP, a qualified participant in the securities and futures industry, the realized operating income and the realized net profit of China AMC as the parent company for 2012 was RMB2,418,818,055.71 and RMB601,809,005.64 respectively. As at 31 December 2012, the total assets, the total liabilities and the net assets of China AMC as the parent company was RMB3,310,861,944.83, RMB663,782,041.65 and RMB2,647,079,903.18 respectively, and the book value of the Subject Shareholding Interest was RMB264,707,990.32.
Wuxi Guolian has retained E:rtt1È·ft