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China Innovative Finance Group Limited 中國新金融集團

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China Innovative Finance Group Limited 中國新金融集團 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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. CHINA INNOVATIVE FINANCE GROUP LIMITED 中 國 新 金 融 集 團 有 限 公 司 (Incorporated in Bermuda with limited liability) (Stock Code: 412) ANNOUNCEMENT (1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 40% EQUITY INTEREST IN THE TARGET COMPANY AND (2) APPLICATION FOR WHITEWASH WAIVER THE ACQUISITION The Board is pleased to announce that on 25 April 2017, the Purchaser (a wholly-owned subsidiary of the Company) entered into the Agreement with the Seller and Shandong Rural (as guarantor for the Seller), pursuant to which the Purchaser conditionally agreed to acquire, and the Seller conditionally agreed to sell, 40% of the issued share capital of the Target Company in accordance with the terms and conditions of the Agreement. Shandong Rural has agreed to guarantee to the Purchaser the performance of all obligations of the Seller under the Agreement. The Consideration shall be HK$1,500,000,000, which shall be satisfied by the allotment and issuance by the Company of 5,000,000,000 Consideration Shares at the Issue Price of HK$0.3 per Consideration Share to the Seller at Completion. The Consideration Shares will be issued under a specific mandate to be sought at the SGM. Immediately upon Completion, the Company will indirectly hold 40% of the total issued share capital of the Target Company. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, the Seller and its concert parties were interested in 5,459,648,350 Shares, representing 28.5% of the total issued share capital of the Company. The Seller is an associate of a substantial shareholder and hence, a connected person of the Company. Accordingly, the Acquisition constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. –1– As one or more of the applicable percentage ratios in respect of the Acquisition is more than 25% but are all less than 100%, the Acquisition also constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and therefore will be subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14 and 14A of the Listing Rules. IMPLICATIONS UNDER THE TAKEOVERS CODE AND APPLICATION FOR WHITEWASH WAIVER As at the date of this announcement, the Seller and its concert parties were interested in 5,459,648,350 Shares, representing 28.5% of the total issued share capital of the Company. Immediately upon completion of the Acquisition, the Seller and its concert parties will hold 10,459,648,350 Shares, representing approximately 43.2% of the total issued share capital of the Company as enlarged by the issuance of the Consideration Shares. The Seller will incur an obligation pursuant to Rule 26 of the Takeovers Code to make a mandatory general offer to the Shareholders to acquire all the Shares otherthanthoseheldoragreedtobeacquired by the Seller and its concert parties in the absence of the Whitewash Waiver. An application will be made on behalf of the Seller to the Executive for the granting of the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code in respect of the issuance of the Consideration Shares. The Whitewash Waiver, if granted by the Executive, would be subject to approval by the Independent Shareholders by way of poll at the SGM. The Executive may or may not grant the Whitewash Waiver and in the event that it is not granted, the Agreement shall lapse and the Acquisition will not proceed. The Seller and its concert parties will (and any other Shareholder who is involved or interested in the Acquisition, the Specific Mandate and the Whitewash Waiver will be required to) abstain from voting in respect of the resolution(s) to approve the Agreement and the transactions contemplated thereunder, the Specific Mandate and the Whitewash Waiver at the SGM. WHITEWASH INDEPENDENT BOARD COMMITTEE AND CT INDEPENDENT BOARD COMMITTEE Pursuant to the Takeovers Code, the Whitewash Independent Board Committee (comprising all the independent non-executive Directors and non-executive Directors, save and except for Mr. Li Hang as explained below) has been formed to advise the Independent Shareholders on the Agreement and the transactions contemplated thereunder, the Specific Mandate and the Whitewash Waiver. As Mr. Li Hang, a non-executive Director, also holds directorship(s) with the Seller’s associates, he has not been included as a member of the Whitewash Independent Board Committee. Pursuant to the Listing Rules, the CT Independent Board Committee (comprising all the independent non-executive Directors) has been formed to advise the Independent Shareholders on the Agreement and the transactions contemplated thereunder and the Specific Mandate. –2– APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER Octal Capital Limited has been appointed as the Independent Financial Adviser with the approval of the Whitewash Independent Board Committee and CT Independent Board Committee to advise the Whitewash Independent Board Committee, the CT Independent Board Committee and the Independent Shareholders as to whether the Agreement and the transactions contemplated thereunder, the Specific Mandate and the Whitewash Waiver are fair and reasonable, and to make recommendation(s) on voting. SGM The SGM will be convened to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder, the Specific Mandate and the Whitewash Waiver. The Seller and its concert parties will (and any other Shareholder who is involved or interested in the Acquisition, the Specific Mandate and the Whitewash Waiver will be required to) abstain from voting on the resolutions to be proposed at the SGM for approving the Agreement and the transactions contemplated thereunder, the Specific Mandate and the Whitewash Waiver. DESPATCH OF CIRCULAR A circular containing, among other things, (i) details of the Agreement and the transactions contemplated thereunder; (ii) the recommendations of the Whitewash Independent Board Committee and the CT Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from the Independent Financial Adviser to the Whitewash Independent Board Committee and the CT Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder, the Specific Mandate and the Whitewash Waiver; and (iv) the notice of the SGM and forms of proxy, will be despatched to the Shareholders within 21 days from the date of this announcement in compliance with Rule 8.2 of the Takeovers Code. The Company may require additional time for finalising the information for inclusion in the circular such as the financial information of the Group and the Target Group. If required, the Company will apply to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code for the extension of time for the despatch of the circular. Further announcement(s) will be made by the Company as and when appropriate. WARNING SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY SHOULD BE AWARE THAT THE ACQUISITION IS SUBJECT TO A NUMBER OF CONDITIONS BEING SATISFIED, INCLUDING BUT NOT LIMITED TO THE GRANTING OF THE WHITEWASH WAIVER BY THE EXECUTIVE, AND CONSEQUENTLY THE ACQUISITION MAY OR MAY NOT PROCEED. ACCORDINGLY, SHAREHOLDERS AND POTENTIAL INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN THEY DEAL OR CONTEMPLATE DEALING IN THE SHARES OR OTHER SECURITIES (IF ANY) OF THE COMPANY. –3– THE AGREEMENT The Board is pleased to announce that on 25 April 2017, the Purchaser (a wholly-owned subsidiary of the Company) entered into the Agreement with the Seller and Shandong Rural (as guarantor to the Seller), pursuant to which the Purchaser conditionally agreed to acquire, and the Seller conditionally agreed to sell, 40% of the issued share capital of the Target Company in accordance with the terms and conditions of the Agreement. Details of the Agreement are set out below: The Agreement Date 25 April 2017 Parties (1) the Purchaser as purchaser; (2) the Seller as seller; and (3) Shandong Rural as guarantor to guarantee the performance of the Seller’s obligations under the Agreement. As at the date of this announcement, the Seller and its concert parties were indirectly interested in 28.5% of the total issued share capital of the Company through its indirect wholly-owned subsidiary. Accordingly, the Seller is a connected person of the Company. Subject matter The Purchaser agreed to acquire, and the Seller agreed to sell, 40% of the issued share capital of the Target Company, subject to the terms and conditions of the Agreement. As at the date of this announcement, the Target Company is a wholly-owned subsidiary of the Seller. Immediately upon Completion, the Target Company will be owned as to 60% by the Seller and 40% by the Purchaser respectively, and its financial results will not be consolidated into the financial statements of the Group. Consideration The Consideration shall be HK$1,500,000,000, which shall be satisfied by the allotment and issuance of 5,000,000,000 Consideration Shares at the Issue Price of HK$0.3 per Consideration Share by the Company to the Seller at Completion. An application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Consideration Shares on the Main Board of the Stock Exchange.
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