AI assistant
CStone Pharmaceuticals — M&A Activity 2025
May 12, 2025
50715_rns_2025-05-12_3177af32-e00e-4ff2-96fe-688bde1f889c.pdf
M&A Activity
Open in viewerOpens in your device viewer
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.

兖磷能源集團股份有限公司
YANKUANG ENERGY GROUP COMPANY LIMITED*
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01171)
PROGRESS ANNOUNCEMENT ON MERGER AND ACQUISITION OF HIGHFIELD RESOURCES LIMITED
This is a voluntary announcement made by Yankuang Energy Group Company Limited* (the "Company").
Reference is made to the announcements (the "Announcements") of the Company dated 19 July 2024 and 23 September 2024 regarding the Company's plan of strategic cooperation with HFR and the formal signing of the Implementation Agreement and the Equity Subscription Agreement. Unless the context herein defines otherwise, capitalized terms used in this announcement shall have the same meanings as defined in the Announcements.
On 12 May 2025, HFR, Qinghai Salt Lake Industry Co., Ltd. ("Qinghai Salt Lake", a subsidiary of China Minmetals Corporation and the shares of which are listed on the Shenzhen Stock Exchange), the Company and EMR Capital (currently being the largest shareholder and creditor of HFR) have signed a non-binding letter of intent ("LOI"). Pursuant to the LOI, Qinghai Salt Lake intends to subscribe for ordinary shares issued by HFR at approximately US$300 million in cash, and to become the largest shareholder of HFR and gain control upon completion (the "Qinghai Salt Lake Subscription Transaction"). Pursuant to the LOI, upon the completion of the Qinghai Salt Lake Subscription Transaction, Qinghai Salt Lake will achieve actual control over Yancoal Canada, HFR and its Southey Project and Muga Project through a series of governance arrangements, including but not limited to appointing the directors of HFR, leading the production and operation of projects, and consolidating the financial statements.
Potential impact of the Qinghai Salt Lake Subscription Transaction on the Company
Pursuant to the LOI, Qinghai Salt Lake will become the largest shareholder of HFR, and the Company will support the proposed transaction. If there is any conflict or potential conflict between the original transaction arrangement and the terms and undertakings of the proposed transaction, the Company will
conduct commercial negotiation with the relevant parties on the basis of protecting the rights and interests of the Company and the shareholders, and sign the necessary legal documents to proceed with the proposed transaction on the premise of complying with the approval process required by listing supervision and state-owned assets supervision.
If HFR and Qinghai Salt Lake subsequently sign a binding equity subscription agreement based on the LOI, the Company will no longer become the largest shareholder of HFR and obtain control of HFR in accordance with the original transaction arrangement. Therefore, the condition to completion of "the Company has the ability to obtain control of HFR at the time of completion" under the Implementation Agreement will not be satisfied. Thereafter, the Company will, not on the premise of obtaining control of HFR and in accordance with the relevant provisions of the LOI, negotiate the commercial legal terms with the relevant parties on a fair and reasonable basis, and enter into the relevant legal documents.
The Qinghai Salt Lake Subscription Transaction has not yet reached a binding agreement and there is strong uncertainty. The Company will disclose relevant information in a timely manner in accordance with the progress of the relevant matters. Investors are advised to invest rationally and be aware of the investment risks.
By order of the Board
Yankuang Energy Group Company Limited*
Li Wei
Chairman of the Board
Zoucheng, Shandong Province, the PRC
12 May 2025
As at the date of this announcement, the Directors of the Company are Mr. Li Wei, Mr. Liu Jian, Mr. Liu Qiang, Mr. Zhang Haijun, Mr. Su Li and Mr. Huang Xiaolong, and the independent non-executive Directors of the Company are Mr. Peng Suping, Mr. Zhu Limin, Mr. Woo Kar Tung, Raymond and Ms. Zhu Rui.
- For identification purpose only