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Ganfeng Lithium Group Co., Ltd. — Capital/Financing Update 2019
Mar 7, 2019
50157_rns_2019-03-07_0534d9f8-592e-4bca-8771-11096359d8dc.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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(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1772)
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to the disclosure requirements under Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
According to the relevant regulations of the People’s Republic of China, GANFENG LITHIUM CO., LTD. (the “ Company ”) had published “Announcement on Capital Increase in Wholly-owned Subsidiary GFL International Co., Limited” on the website of the Shenzhen Stock Exchange (http://www.szse.cn/). The following is a translation of the official announcement solely for the purpose of providing information.
By order of the Board GANFENG LITHIUM CO., LTD. LI Liangbin Chairman
Jiangxi, PRC March 8, 2019
As at the date of this announcement, the Board comprises Mr. LI Liangbin, Mr. WANG Xiaoshen, Mr. SHEN Haibo, Ms. DENG Zhaonan and Mr. XU Xiaoxiong as executive directors of the Company; Mr. HUANG Daifang as non-executive director of the Company; and Mr. GUO Huaping, Mr. HUANG Huasheng, Mr. LIU Jun and Ms. WONG Sze Wing as independent non-executive directors of the Company.
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Stock Code: 002460 Stock Name: Ganfeng Lithium No.: Lin 2019-009
GANFENG LITHIUM CO., LTD.
ANNOUNCEMENT ON CAPITAL INCREASE IN WHOLLYOWNED SUBSIDIARY GFL INTERNATIONAL CO., LIMITED
The Company and all members of its board of directors warrant that the information contained in this announcement is true, accurate and complete and that there are no false representations or misleading statements contained in or material omissions from this announcement.
I. Overview of External Investment
At the 29th meeting of the fourth board of directors of Ganfeng Lithium Co., Ltd. (the “Company”) held on March 7, 2019, the Resolution Regarding Capital Increase in Wholly-owned Subsidiary GFL International Co., Limited (“GFL International”) was considered and approved, pursuant to which the Company was approved to inject additional capital of USD500 million out of its own funds to GFL International so as to meet the needs of the Company's development, fully leverage the advantages of GFL International and thus enable the Company to grow bigger and stronger. The registered capital of GFL International currently comprises USD380,693,200 and RMB50,000,000 and will be changed to USD880,693,200 and RMB50,000,000 upon completion of the capital increase, 100% owned by the Company.
Pursuant to the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Articles of Association of the Company, the investment mentioned above is deemed as a capital increase in a wholly-owned subsidiary and does not constitute a related-party transaction, nor does it constitute a material asset reorganization under the
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Administrative Measures for Material Asset Reorganizations of Listed Companies. However, the capital increase is subject to shareholders’ consideration and approval at general meeting of the Company.
II. BASIC INFORMATION ON GFL INTERNATIONAL
Company name: GFL International Co., Limited (贛鋒國際有限公
司 )
Place of registration: Hong Kong
Scope of business: Investment, trading (minerals, etc.)
Certificate of Incorporation No.: 1580183
Business Registration Certificate No.: 5814941200003117
Upon completion of the capital increase, the registered capital of GFL International will be increased from USD380,693,200 and RMB50,000,000 to USD880,693,200 and RMB50,000,000, 100% owned by the Company.
III. PURPOSE OF THE CAPITAL INCREASE AND ITS
IMPACT ON THE COMPANY
The capital increase aims to expand the business of GFL International and ensure adequate funding required for the external investment activities of GFL International. The capital increase will not change the proportion of the Company ’ s shareholding in GFL
International, nor will it have any material impact on the future financial position or operating results of the Company.
IV. RISK WARNING
GFL International, set up by the Company to invest and trade outside mainland China, operates in Hong Kong where the legal and policy systems, business environment and cultural characteristics are quite different from those of mainland China. The Company will procure GFL International to carry on business in accordance with the laws and
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business rules of Hong Kong and perform internal audit on GFL
International from time to time to further reduce business risks.
V. DOCUMENT AVAILABLE FOR INSPECTION
Resolution of the 29th meeting of the fourth board of directors of the Company.
The announcement is hereby given.
The board of directors Ganfeng Lithium Co., Ltd.
March 8, 2019