공시 • Jan 23
Huarui Fengquan Development Limited Completed the acquisition of 75.6% stake in CPMC Holdings Limited (SEHK:906) from China Foods Limited (SEHK:506), Zhang Wei, Zhang Ye and Qu Hongliang in a Tender Offer transaction.
Huarui Fengquan Development Limited made an offer to acquire 75.5% stake CPMC Holdings Limited (SEHK:906) from China Foods Limited (SEHK:506), Zhang Wei, Zhang Ye and Qu Hongliang for HKD 6 billion in a tender offer transaction on June 6, 2024. Huarui Fengquan has offer to buy the shares at HKD 7.21. As of April 6, 2024, Zhang Wei holding 22.01% stake in CPMC has unconditionally and irrevocably agreed and undertaken to accept the Huarui Offer. Huarui intends to finance the consideration payable under the Huarui Offer by external financing from Shanghai Pudong Development Bank Co., Ltd. acting through its Hong Kong Branch. The transaction is subject to approval by regulatory board / committee from NDRC, MOFCOMand SAFE, approval by the shareholders of Huarui Parent, subject to antitrust regulations from SAMR and (if required) the filing with Commerce Commission of New Zealand having been completed in connection with the Huarui Offer, valid acceptances of the Huarui Offer having been received, the Shares remaining listed and traded on the Stock Exchange up to the Huarui Offer, no event having occurred or already existing which would make the Huarui Offer or the acquisition of any of the Shares void, unenforceable, illegal, impracticable or would prohibit implementation of the Huarui Offer or impose any material and adverse conditions or obligations with respect to the Huarui Offer. As of June 24, 2024, the approval by the shareholders of Huarui Parent of the loans and guarantee proposed for the financing of the Huarui Offer has been obtained and Huarui is in the process to obtain the remaining approvals for the satisfaction of the Pre-Conditions. Huarui has already made merger control filing in respect of the Huarui Offer to SAMR and the filing is currently under review by the SAMR. As of August 29, 2024, the transaction has been approved by SAMR which is without condition. As of September 24, 2024, a subsidiary of CPMC Holdings Limited received the "Enterprise Overseas Investment Certificate" issued by the Beijing Municipal Bureau of Commerce, and the overseas investment filing work with the commercial authorities. The internal and regulatory approval and filing procedures that still need to be fulfilled for this transaction.
The Board of Directors of CPMC Holdings Limited formed a special committee for the transaction. If Huarui acquires not less than 90% of the Huarui Offer Shares (as required by Section 693 of the Companies Ordinance) and not less than 90% of the Disinterested Shares within the Compulsory Acquisition Entitlement Period, Huarui intends to privatize CPMC by exercising the compulsory acquisition rights. Within 21 days after the date of this joint announcement or such later date as the Executive may approve, Huarui is required to dispatch an offer document in relation to the Huarui Offer. The offer is expected to close on January 6, 2025. As of November 11, 2024, the shareholders of the Huraui Parent have approved the Huarui Offer and the transactions contemplated thereunder and Huarui has completed filing process with the NDRC in relation to the Huarui Offer. Huarui will continue to work towards the satisfaction of the only remaining item under Precondition in respect of approval from SAFE in relation to the Huarui Offer. As of December, 20, 2024, the Huarui Offer Document has been despatched to the Shareholders. The date for acceptance of the Huarui Offer on the first Huarui Offer Closing Date is scheduled on January 10, 2025. As of January 8, 2025, the offer has become unconditional in all respects. As of January 10, 2025, the valid acceptances of 417,227,593 Huarui Offer Shares received by Huarui Offer Shares have already been duly transferred to Huarui, representing approximately 37.47% of the entire issued share capital of the Company. As of January 17, 2025, Huarui had received valid acceptances in respect of 794,935,104 Huarui Offer Shares under the Huarui Offer (including 417,227,593 Huarui Offer Shares which have been transferred to Huarui), representing approximately 94.48% of the Huarui Offer Shares and approximately 71.40% of the entire issued share capital of the Company as at the date of this joint announcement. The Huarui Offer should remain open for acceptance for a period of not less than fourteen days after the Huarui Offer becomes or is declared unconditional. Accordingly, the Huarui Offer will remain open for acceptance until January 22, 2025.
China Securities Corporate Finance Company Limited and Shenyin Wanguo Capital (H.K.) Limited acted as financial advisors for Huarui Fengquan Development Limited. Computershare Hong Kong Investor Services Limited is the share registrar and transfer office of CPMC. Wang Changqing, Wang Yutai, Yu Leyang and Fan Hanhan of CSC Financial Co., Ltd. (SEHK:6066) acted as the financial advisor to CPMC Holdings. Wang Ling, Zhou Ning and Fan Lingli of King & Wood Mallesons acted as the legal advisor to CPMC Holdings. Yu Qiang, Jin Gangfeng and Liu Kena of Zhonghui Certified Public Accountants (Special General Partnership) acted as the accountant to CPMC Holdings.
Huarui Fengquan Development Limited Completed the acquisition of 75.6% stake in CPMC Holdings Limited (SEHK:906) from China Foods Limited (SEHK:506), Zhang Wei, Zhang Ye and Qu Hongliang in a Tender Offer transaction on January 22, 2025.