공고 • Mar 10
Central Development Holdings Limited (SEHK:475) completed the acquisition of 51% stake in Chengdu Kaibangyuan Trading Co., Ltd from Sichuan Huahan Energy Development Co., Ltd.
Central Development Holdings Limited (SEHK:475) entered into equity transfer agreement to acquire 51% stake in Chengdu Kaibangyuan Trading Co., Ltd from Sichuan Huahan Energy Development Co., Ltd. for CNY 30.6 million on October 10, 2020. The consideration shall be paid and satisfied as to CNY 5 million within 10 days after the signing of the agreement, CNY 20 million upon completion and the balance of consideration amounting to CNY 5.6 million shall be paid on or before September 30, 2021 or on or before the completion of the post-completion obligations or other date agreed by the parties. The consideration will be paid in cash and/or by bank transfer. In addition, after September 30, 2021. If Central Development Holdings Limited failed to pay the balance of consideration pursuant to the terms of agreement, Sichuan Huahan Energy Development Co., Ltd. shall have the right to terminate the agreement and require Central Development Holdings to return all 51% of the equity interests in Chengdu Kaibangyuan Trading Co., Ltd to Sichuan Huahan Energy Development (or its nominee) and to pay Sichuan Huahan Energy Development a sum representing 30% of the consideration amount as liquidated damages. It is expected that Central Development Holdings Limited will finance the transaction by its internal resources. After the transaction, Chengdu Kaibangyuan Trading Co., Ltd will operate as a non wholly-owned subsidiary of Central Development Holdings Limited.
Chengdu Kaibangyuan Trading Co., Ltd reported total asset and net assets of the of approximately CNY 21.58 million and CNY 8.37 million respectively as at July 31, 2020. After the transaction, the Board of Chengdu Kaibangyuan Trading Co., Ltd shall compose of 3 person of which 1 person will be appointed by Sichuan Huahan Energy Development and 2 persons will be appointed by Central Development Holdings Limited. The Chairman of Chengdu Kaibangyuan Trading shall be appointed by Central Development Holdings. The General Manager of Chengdu Kaibangyuan Trading shall be appointed by Sichuan Huahan Energy
The transaction is subject to all necessary consents (including internal consent(s)), registrations, filings and approvals required by Sichuan Huahan Energy Development (and/or Chengdu Kaibangyuan Trading) in relation to the acquisition having been obtained, representations and warranties remaining true, no request received by from any government departments nor have any request been made to any government departments that could restrict the transaction, no laws, administrative orders or ruling that may restrict the acquisition or make it illegal having been implemented or issued, Chengdu Kaibangyuan Trading not facing with any arbitration, administrative proceeding or dispute mediation, the judgment of which might have any material adverse, the audited net asset value of Chengdu Kaibangyuan Trading not being less than CNY 16.5 million, Chengdu Kaibangyuan Trading holding the land use right of the filling station and two property ownership certificates of the office premises in Wuhou District, a qualified valuer approved by Central Development Holdings Limited having issued a valuation report on the significant assets of Chengdu Kaibangyuan Trading, the value of which shall not be less than CNY 60 million, Chengdu Kaibangyuan Trading obtaining the necessary certificates, licenses and approvals for the lawful operations of filling station, Central Development Holdings Limited having completed legal, financial, operational and tax-related due diligence review on Chengdu Kaibangyuan Trading, Chengdu Kaibangyuan Trading business, operations, assets, (financial, trading or other) conditions, profits or prospects having not undergone any material adverse changes or any events or circumstances that may cause such material adverse changes, Central Development Holdings Limited receiving a confirmation letter satisfying the terms and conditions, confirming the approval of the Board without any objections, the lease agreement between Chengdu Kaibangyuan Trading and China Oilfield Sales Sichuan Company having been completely terminated, Chengdu Kaibangyuan Trading on-business accounts receivable and payable having been completely discharged and Chengdu Kaibangyuan Trading confirming with the supplier that there will be sufficient and stable supply within 5 years after the completion date to support Chengdu Kaibangyuan Trading to continue to operate its main operations. If any of the conditions precedent is not satisfied or waived in accordance with terms of the agreement by December 31, 2020, the agreement may be terminated by written notice by one party to the other party to the agreement and Sichuan Huahan Energy Development Co., Ltd shall return all the payments made by Central Development Holdings Limited. The transaction is exempt from shareholders’ approval requirement. The fair value of significant assets as valued by the independent valuer was found to be in the range of approximately CNY 60 million to CNY 61 million. Completion shall take place after the satisfaction of all conditions precedent in the agreement but in any event no later than December 31, 2020. As per announcement of December 31, 2020, long stop date of the transaction is extended to March 31, 2021. As of November 30, 2020, Central Development Holdings paid the first part of the consideration of CNY 5 million to Sichuan Huahan Energy Development.
Central Development Holdings Limited (SEHK:475) completed the acquisition of 51% stake in Chengdu Kaibangyuan Trading Co., Ltd from Sichuan Huahan Energy Development Co., Ltd. on March 8, 2021.