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Guangzhou Automobile Group Co., Ltd. — Capital/Financing Update 2013
Oct 30, 2013
50469_rns_2013-10-30_525a5111-3856-4a04-a5c2-ecdf0df808bf.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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GUANGZHOU AUTOMOBILE GROUP CO., LTD. 廣州汽車集團股份有限公司
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2238)
PROPOSED ISSUE OF SHORT-TERM FINANCING BONDS
The Board is pleased to announce that on 30 October 2013, the Board resolved to approve the Proposed Issue of Short-term Financing Bonds with an aggregate principal amount not exceeding RMB11 billion, and resolution in respect of the Proposed Issue of Short-term Financing Bonds will be submitted for consideration and approval by way of a special resolution by the Shareholders at the second extraordinary general meeting of 2013 of the Company to be held on 16 December 2013.
This announcement is made by Guangzhou Automobile Group Co., Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Introduction
The Board of the Company (the “ Board ”) is pleased to announce that on 30 October 2013, the Board resolved to approve the Proposed Issue of Short-term Financing Bonds with an aggregate principal amount not exceeding RMB11 billion (“ Proposed Issue of Short-term Financing Bonds ”), and resolution in respect of the Proposed Issue of Short-term Financing Bonds will be submitted for consideration and approval by way of a special resolution by the shareholders of the Company (“ Shareholders ”) at the second extraordinary general meeting of 2013 of the Company (“ EGM ”) to be held on 16 December 2013.
Proposed Issue of Short-Term Financing Bonds
During January to September 2013, a total of approximately 687,500 and approximately 667,600 vehicles were produced and sold by the Group respectively, which increased by 20.84% and 21.76% compared with the same period of last year. The automotive market of The People’s Republic of China (“ PRC ”) is gradually showing signs of recovery, together with new and replacement models such as the new ninth
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generation Accord, 2014 Starshine version Camry and Viaggio Anniversary Edition launched by the Company during the year, therefore the sales volume of the Group has gradually increased. The increase in vehicle sales led to an increase in business such as auto parts, auto services and financing etc. The expansion in business scale of the Company also requires moderate growth in working capital of the Company.
As at the end of September 2013, the Group had total assets of RMB55.785 billion; equity attributable to owners of the parent company amounted to RMB32.820 billion, of which current liabilities amounted to RMB16.699 billion. Since short-term financing bonds, as compared to bank loans and other financing channels, have the advantages of low financing costs and convenience and flexibility of rolling issue. Therefore, in order to further expand the financing channel of the Company, optimize its financing structure, lower the financing costs, and increase the flexibility of the capital management of the Company, pursuant to laws and regulations of PRC such as Rules for Information Disclosure on Debt Financing Instruments of Non-financial Enterprises on the Inter-bank Bond Market and other regulating documents, the Company proposed to apply to National Association of Financial Market Institutional Investors of China for registration of short-term financing bonds issuance. Details of the Proposed Issue of Short-term Financing Bonds are as follows:
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(i) Issuer : the Company (ii) Scale of registration : Not more than RMB11 billion (iii) Issue time : In phases with right timing within the two (2) years of validity upon registration
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(iv) Term of issue : Not exceeding one year (v) Issue method : Public offer in the national inter-bank bond market in PRC (vi) Total costs : Comprise of coupon rates and issue expenses. Coupon rates shall depend on the credit rating of the issuer and condition of the bond market at the time of issue; issue expenses comprise of registration custodian fees, handling fees, agency service fees etc
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(vii) Target of issue : Institutional investors in the national inter-bank bond market in PRC (other than those prohibited from purchasing under the PRC laws and regulations)
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(viii) Use of proceeds : Including but not limited to supplementing as working capital of the Company and repaying debts etc.
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The approval from National Association of Financial Market Institutional Investors of China and acceptance of registration by National Association of Financial Market Institutional Investors of China are also required. Therefore, the Board proposes to seek approval from Shareholders at the EGM by way of special resolution to approve the Proposed Issue of Short-term Financing Bonds and authorize the Board of the Company and any two persons authorized by it (any two among Mr. Zhang Fangyou, Mr. Zeng Qinghong and Ms. Lu Sa), depending on the then market condition, and (if so approved) under the framework and principles underlying such approval at the EGM, and for the purpose of maximizing the interests of the Shareholders, to be responsible for handling all the matters relating to this issue of shortterm financing bonds.
A circular containing the details in respect of the Proposed Issue of Short-term Financing Bonds and notice of EGM will be despatched to Shareholders on 31 October 2013.
By order of the Board Guangzhou Automobile Group Co., Ltd. Zhang Fangyou Chairman
Guangzhou, the PRC, 30 October 2013
As at the date of this announcement, the executive directors of the Company are ZHANG Fangyou, ZENG Qinghong, YUAN Zhongrong and LU Sa, the non-executive directors of the Company are LIU Huilian, WEI Xiaoqin, LI Tun, LI Pingyi and DING Hongxiang and the independent non-executive directors of the Company are WU Gaogui, MA Guohua, XIANG Bing, LAW Albert Yu Kwan and LI Zhengxi
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