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CITIC Limited — Capital/Financing Update 2015
Aug 28, 2015
49082_rns_2015-08-28_0ab716a0-34ba-4458-a3b5-8a1fb6a2e8fc.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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VOLUNTARY ANNOUNCEMENT
QUOTATION OF CITIC PRESS CORPORATION ON NATIONAL EQUITIES EXCHANGE AND QUOTATIONS SYSTEM
CITIC Press, an indirect wholly-owned subsidiary of the Company, has submitted an application to NEEQ for quotation of its shares on NEEQS and received the letter of acceptance issued by NEEQ on the same day. NEEQS, also known as the “New Third Board”, is an equity trading platform for the sale of existing shares or private placing of new shares by small and medium sized enterprises in the PRC.
REASONS FOR AND BENEFITS OF THE PROPOSED SPIN-OFF
The Company believes that the Proposed Spin-off will better position both CITIC Press and the Company for their future development and deliver benefits to both CITIC Press and the Company by:
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(a) providing CITIC Press with an independent platform for possible raising of additional funds, by enhancing financing flexibility for CITIC Press; and
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(b) enhancing the investors’ understanding of CITIC Press as an entity distinct from the Company.
LISTING RULES IMPLICATIONS
As at the date of this announcement, the Company indirectly holds a 95% equity interest in CITIC Press through CITIC Corporation, which in turn holds another 5% equity interest in CITIC Press through its wholly-owned subsidiary CITIC Investment. As the Proposed Spin-off does not involve any issue of new shares by CITIC Press, immediately upon the completion of the Proposed Spin-off, the shareholding structure of CITIC Press will remain the same. As the Proposed Spin-off involves a separate listing of assets within the Group, the Company will submit an application in relation to the Proposed Spin-off to the Stock Exchange for approval pursuant to Practice Note 15.
The Proposed Spin-off is conditional upon, among other things, (a) approval of the Proposed Spin-off by the general meeting of CITIC Press (b) approval of the listing application of CITIC Press by NEEQ; and (c) approval of the application of the Proposed Spin-off pursuant to Practice Note 15 by the Stock Exchange.
As the Company does not intend to effect any sale of its shares in CITIC Press in connection with the Proposed Spin-off, and there is no planned issue of new shares by CITIC Press in connection with the Proposed Spin-off for now, CITIC Press will remain an indirect wholly-owned subsidiary of the Company immediately upon completion of the Proposed Spin-off, and as such the financial results of CITIC Press will continue to be consolidated in the financial statements of the Company. Thus, the Proposed Spin-off will have no financial effect on the consolidated financial statements of the Company. The Proposed Spin-off will not constitute a deemed disposal under Chapter 14 of the Listing Rules.
Shareholders and potential investors should note that there is no assurance as to whether or when the Proposed Spin-off will proceed. As the Proposed Spin-off may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the meanings set forth opposite them:
| “Board” | the board of Directors of the Company |
|---|---|
| “Company” | CITIC Limited, a company incorporated in Hong Kong in 1985 |
| with its shares listed on the Stock Exchange (Stock Code: | |
| 00267) | |
| “CITIC Corporation” | CITIC Corporation Limited, a company incorporated in the PRC |
| in 2011 and a direct wholly-owned subsidiary of the Company | |
| “CITIC Investment” | CITIC Investment Holdings Ltd., a company incorporated in the |
| PRC in 2006 and an indirect wholly-owned subsidiary of the | |
| Company | |
| “CITIC Press” | CITIC Press Corporation, a company incorporated in the PRC in |
| 1993 and an indirect wholly-owned subsidiary of the Company | |
| “Director(s)” | the director(s) of the Company |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “HK dollar(s)” or “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock |
| Exchange of Hong Kong Limited | |
| “NEEQ” | National Equities Exchange and Quotations Co., Ltd. |
“NEEQS” the National Equities Exchange and Quotations System, a national securities exchange approved and established by the State Council and operated and managed by National Equities Exchange and Quotations Co., Ltd. “PRC” or “China” the People’s Republic of China, which shall, for the purposes of this announcement, exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Practice Note 15” Practice Note 15 to the Listing Rules “Proposed Spin-off” the proposed spin-off of CITIC Press by way of separate quotation of its shares on the NEEQS “Share(s)” the ordinary share(s) of the Company “Shareholder(s)” the shareholder(s) of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
By Order of the Board CITIC Limited Ricky Choy Wing Kay Tang Zhenyi Joint Company Secretaries
Hong Kong, 28 August 2015
As at the date of this announcement, the executive directors of the Company are Mr Chang Zhenming (Chairman), Mr Wang Jiong and Mr Zhang Jijing; the non-executive directors of the Company are Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu, Mr Liu Zhongyuan, Mr Liu Yeqiao, and Mr Yang Xiaoping; and the independent non-executive directors of the Company are Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh, Ms Lee Boo Jin and Mr Noriharu Fujita.