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Aowei Holding Limited Capital/Financing Update 2014

Jun 13, 2014

49881_rns_2014-06-13_de2b995e-ae9f-45b2-8c7a-24939f7ff53e.pdf

Capital/Financing Update

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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.

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HENGSHI MINING INVESTMENTS LIMITED 恒實礦業投資有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1370)

CHANGE IN USE OF PROCEEDS

Reference is made to the prospectus of Hengshi Mining Investments Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) dated 18 November 2013 (the “ Prospectus ”) relating to the listing (the “ Listing ”) of the Company’s shares on the Main Board of The Stock Exchange of Hong Kong Limited. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus.

The Board hereby announces the change in use of proceeds from the Global Offering (the “ Net Proceeds ”) in the revised manner as set out below:

Intended use of the Net Proceeds

Changed use of the Net Proceeds

  • approximately 70% of Net Proceeds (approximately HK$790.3 million) will be used to finance our expansion plans as set out in “Business – Production Expansion Plans” of the Prospectus;

approximately RMB84.4 million, which had been intended to build a wet processing plant in order to expand processing capacity of Jiheng Mining, will be changed to be used for the acquisition of a wet processing plant being built by Laiyuan County Xiongxin Mining Co., Ltd (the “ Xiongxin Mining ”), which is an independent third party, with the remaining of the 70% Net Proceeds unchanged to its intended use.

  • approximately 20% of Net Proceeds (approximately HK$225.8 million) will be used for repaying our bank loans with China Construction Bank Corporation Rongcheng Sub-branch in the aggregate a m o u n t o f R M B 2 0 0 . 0 m i l l i o n a s described in “Financial Information – Indebtedness” of the Prospectus;

no change to the intended use

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Intended use of the Net Proceeds

Changed use of the Net Proceeds

  • approximately 10% of Net Proceeds no change to the intended use (approximately HK$112.9 million) will be used for working capital and general corporate purposes

REASONS FOR CHANGE IN USE OF PROCEEDS

As set out under “Business – Production Expansion Plans” section of the Prospectus, in order to expand the wet processing capacity of Jiheng Mining, the Company had intended to invest approximately RMB84.4 million to build a new wet processing plant for Jiheng Mining. However, considering reasons set out below, the Company will change the plan to build a new wet processing plant to acquire a wet processing plant being built by an independent third party, i.e. Xiongxin Mining, to achieve the purpose of expanding Jiheng Mining’s production capacity.

  • a. Given that relevant environmental authorities have raised new environment requirements after the Listing since 2014, it would take much longer for Jiheng Mining to obtain relevant environmental and security approvals, which would lead to failure to commence construction and production plan of Jiheng Mining.

  • b. With the knowledge that the wet processing plant being built by Xiongxin Mining is considered capable to meet the expectation of Jiheng Mining’s production expansion plans following discussion with Xiongxin Mining after the Listing, Jiheng Mining has reached out to Xiongxin Mining and is intended to enter into an acquisition agreement regarding the wet processing plant being built by Xiongxin Mining to be acquired by Jiheng Mining.

  • c. The Directors and senior management of the Company are of the view that the acquisition of wet processing plant being built by Xiongxin Mining would provide guarantee of efficient and successful implementation of the future production plans of Jiheng Mining, which is to the best long-term interest of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the above acquisition does not exceed 5%, such acquisition does not fall under the category of the discloseable transactions of the Company under Chapter 14 of the Listing Rules. The proposed acquisition of the wet processing plant being built by Xiongxin Mining is therefore exempt from the disclosure and independent shareholders’ approval requirements under the Listing Rules.

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The Board is of the view that there are no material changes in the nature of business objectives as set out in the Prospectus and that the change in the use of the Net Proceeds is in the interest of the Company and its shareholders as a whole, allowing the Group to further expand the business coverage for the future development of the Group.

By order of the Board Hengshi Mining Investments Limited Mr. Li Yanjun Chairman

Beijing, 13 June 2014

As at the date of this announcement, the executive directors of the Company are Mr. Li Yanjun, Mr. Leung Hongying Li Ziwei, Mr. Xia Guoan, Mr. Sun Jianhua, Mr. Huang Kai and Mr. Tu Quanping and the independent non-executive directors of the Company are Mr. Ge Xinjian, Mr. Meng Likun and Mr. Kong Chi Mo.

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