• Abstract and Figures
• Public Full-text

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Fullshare Holdings Limited, you should at once hand this circular and the form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. Fullshare Holdings Limited 豐盛控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 607) (1) VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE PROPOSED DISPOSAL OF 43% EQUITY INTEREST IN NANJING HIGH SPEED; (2) POSSIBLE VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE GRANT OF PUT OPTION; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING Financial Adviser A letter from the Board is set out on pages 6 to 30 of this circular. A notice convening the EGM to be held at VIP Meeting Room 1, Grand Wuji Hotel – the Unbound Collection By Hyatt, No. 119 Software Avenue, Nanjing City, Jiangsu Province, China on Wednesday, 16 June 2021 at 2:00 p.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is also enclosed. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person should you so wish. 26 May 2021 CONTENTS Page DEFINITIONS ..................................................... 1 LETTER FROM THE BOARD ........................................ 6 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ...... I-1 APPENDIX II – ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION OF NANJING HIGH SPEED ................................ II-1 APPENDIX III – MANAGEMENT DISCUSSION AND ANALYSIS OF NANJING HIGH SPEED ....................... III-1 APPENDIX IV – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ............... IV-1 APPENDIX V – VALUATION REPORT .......................... V-1 APPENDIX VI – GENERAL INFORMATION ...................... VI-1 NOTICE OF EGM ..................................................EGM-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following words and expressions shall have the following meanings: “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of directors of the Company “Board of CHS” the board of directors of CHS “business day” a day on which licensed banks are generally open for business in the PRC, excluding a Saturday, a Sunday (unless adjusted to a working day in accordance with applicable laws) or statutory holiday(s) in the PRC “Call Option” the Vendor’s option to acquire the equity interest held by the Transferee in Nanjing High Speed after the First Completion Date and the transactions contemplated as particularised in the section headed “II. THE DISPOSAL – Call Option” in this circular “Capital Increase” the capital contribution by the Employee Partnership Enterprise in an aggregate amount of RMB150 million to the registered capital of Nanjing High Speed pursuant to the capital increase agreement dated 4 December 2020 and entered into among the Employee Partnership Enterprise, Nanjing High Speed and the Vendor “CHS” China High Speed Transmission Equipment Group Co., Ltd., a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 658) “CHS Circular” the circular dated 26 May 2021 issued by CHS in relation to the Disposal “CHS Director(s)” the director(s) of CHS “CHS Group” CHS and its subsidiaries “CHS Share(s)” ordinary share(s) of US$0.01 each in the issued share capital of CHS “CHS Shareholder(s)” holder(s) of CHS Share(s) –1– DEFINITIONS “Company” or “Fullshare” Fullshare Holdings Limited (豐盛控股有限公司), a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 607) “Completion Date” First Completion Date or Second Completion Date (as the case may be) “Conditions Precedent” the conditions precedent contained in the Equity Transfer Agreement and each a “Condition Precedent”, details of which are set out under the paragraph headed “II. THE DISPOSAL – Conditions Precedent” in this circular “connected person(s)” has the meaning ascribed to it under the Listing Rules “Consideration” RMB4.3 billion, being the total consideration payable by the Transferee to the Vendor for the Sale Interest under the Equity Transfer Agreement “Director(s)” the director(s) of Fullshare “Disposal” the disposal of the Sale Interest by the Vendor to the Transferee pursuant to the terms and conditions of the Equity Transfer Agreement “EGM” the extraordinary general meeting of the Company to be convened to approve, among other things, the Equity Transfer Agreement and the transactions contemplated thereunder “Employee Partnership Shanghai Shifu Enterprise Management LLP* (上海釃福 Enterprise” 企業管理合夥企業(有限合夥)), a limited liability partnership enterprise established in the PRC and the general partner and limited partner of which are Shanghai Shiji and eight partnership enterprises, respectively “Equity Transfer Agreement” the equity transfer agreement dated 30 March 2021 entered into among the Purchaser, the Vendor and Nanjing High Speed in relation to, among others, the Disposal and the grant of the Put Option “First Batch Sale Interest” representing 37% of the equity interest in Nanjing High Speed –2– DEFINITIONS “First Completion Date” the date on which the industrial and commerce registration for (a) the transfer of First Batch Sale Interest to the Transferee and (b) the pledge of the First Batch Sale Interest in favour of the Vendor is completed “Five Seasons” Five Seasons XVI Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Fullshare “Group” the Company and it subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Independent Third Part(ies)” a person or company who or which is, to the best of the Directors’ and CHS Directors’ knowledge, information and belief, having made all reasonable enquiries, not a connected person of the Group and CHS Group, respectively. “Joint Announcement” the joint announcement of Fullshare and CHS dated 30 March 2021 in relation to, among others, the Disposal and the Put Option “Latest Practicable Date” 18 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Nanjing High Speed” Nanjing High Speed Gear Manufacturing Co., Ltd.* (南 京高速齒輪製造有限公司), a company established in the PRC with limited liability, a direct non-wholly owned subsidiary of the Vendor and an indirect non-wholly owned subsidiary of CHS “NHS Valuation Report” the valuation report in respect of the valuation of the fair value of the 100% equity interest in Nanjing High Speed as at 31 December 2020 prepared by the Valuer –3– DEFINITIONS “Official Authorities” (i) governments at all levels (including but not limited to states, cities, counties, towns, districts, etc.) of any country and region, and any entity that exercises administrative, legislative, judicial, management, tax or other government functions; (ii) any international public organisation; (iii) any agency, department, branch or other political subordinate agency of the government, entity or organisation mentioned in (i) and (ii) above; (iv) any company, business, enterprise or other entity owned, partly owned or controlled by any government, institution, organization or other entity mentioned in (i), (ii), and (iii) above; and (vi) regulatory authority in Hong Kong that has jurisdiction over the Vendor’s direct and/or indirect controlling shareholder(s) “PRC” or “China” the People’s Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Purchaser” Shanghai Wensheng Asset Management Co., Ltd. (上海文 盛資產管理股份有限公司), a company incorporated in the PRC with limited liability “Put Option” the option of the Transferee to request the Vendor to repurchase all the equity interest of Nanjing High Speed acquired by the Transferee pursuant to the Disposal as particularised in the section headed “THE DISPOSAL – Put Option” in this circular “RMB” Renminbi, the lawful currency of the PRC “Sale Interest” the First Batch Sale Interest and the Second Batch Sale Interest “Second Batch Sale Interest” representing 6% of the equity interest in Nanjing High Speed “Second Completion Date” the date on which the industrial and commerce registration for the transfer of Second Batch Sale Interest to the Transferee is completed “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) –4– DEFINITIONS “Shanghai Shiji” Shanghai Shiji Enterprise Management Consultancy Co., Ltd.* (上海釃吉企業管理諮詢有限公司), a company established in the PRC on 11 August 2020 with limited liability, which is principally engaged in investment holding business and is wholly-owned and controlled by Mr.

Load more

  235

Copy Link