THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Yuexiu Transport Infrastructure Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(Incorporated in Bermuda with limited liability)
(Stock Code: 01052)
-
MAJOR AND CONNECTED TRANSACTION: ACQUISITION OF INTERESTS IN COMPANIES OPERATING
THREE EXPRESSWAYS IN HUBEI PROVINCE,
THE PRC
AND
(2) NOTICE OF SPECIAL GENERAL MEETING
Financial advisers to the Company
Independent financial adviser to the Independent Board Committee and
the Independent Shareholders
SOMERLEY CAPITAL LIMITED
Capitalized terms used in this cover page have the same meanings as those defined in this circular.
The Board Letter is set out on pages 7 to 31 in this circular. The Independent Board Committee Letter is set out on pages 32 to 33 in this circular. The IFA Letter is set out on pages 34 to 64 in this circular.
A notice convening the SGM to be held at Plaza I-IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, on Tuesday, 5 November 2019 at 10:30 a.m. is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company's Hong Kong branch share registrar, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish.
17 October 2019
CONTENTS | ||
Definitions . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 32 | |
Letter from the IFA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 34 | |
Appendix I | : Financial Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . | I-1 |
Appendix II | : Management Discussion and Analysis of the Target Group . . . . . . . | II-1 |
Appendix III | : Accountant's Report on the Target Group . . . . . . . . . . . . . . . . . . . . | III-1 |
Appendix IV | : Unaudited Pro Forma Financial Information on the Enlarged | |
Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | IV-1 | |
Appendix V | : Valuation Report on the Target Equities . . . . . . . . . . . . . . . . . . . . . | V-1 |
Appendix VI | : Summary of the Traffic Study Report on Daguangnan | |
Expressway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI-1 | |
Appendix VII | : Summary of the Traffic Study Report on Hancai Expressway . . . . . | VII-1 |
Appendix VIII | : Summary of the Traffic Study Report on Han'e Expressway. . . . . . | VIII-1 |
Appendix IX | : General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | IX-1 |
Notice of SGM . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | SGM-1 |
− i −
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meanings:
"AADT" | Annual Average Daily Traffic |
"Acquisition" | collectively, the Equities Acquisition and the Loan |
Acquisition | |
"Andi" | Wuhan Andi Technology Industry Development Company |
Limited* (武漢安帝科技產業發展有限公司) | |
"ASN" | Hubei A'shennan Expressway Development Company |
Limited* (湖北阿深南高速公路發展有限公司) | |
"ASN Minority Shareholder" | the shareholder holding 10% of the equity interest in ASN as |
at the LPD | |
"Asset Management Creditor" | an asset management company which made a debt investment |
of RMB1,500,000,000.00 in ASN | |
"associate" | has the meaning ascribed to it under the Listing Rules |
"Board" | the board of Directors |
"Board Letter" | the section headed "LETTER FROM THE BOARD" of this |
circular | |
"Borrowed Bridging Loan" | the loan borrowed by YXHB under the Bridging Loan Facility |
"Bridging Loan Facility" | the loan facility granted by the Vendor to YXHB under the |
New Shareholder's Loan Agreement | |
"Central China" | Hubei Province, Hunan Province, Anhui Province, Henan |
Province, Jiangxi Province and Shanxi Province | |
"CLSA" | CLSA Capital Markets Limited, a financial adviser of the |
Group in relation to the Acquisition | |
"Company" | Yuexiu Transport Infrastructure Limited, an exempted |
company incorporated in Bermuda | |
"Concession Right" | the concession right over a Target Expressway, including the |
toll collection right, advertising operation right and facilities | |
operation right |
− 1 −
DEFINITIONS | |
"connected person" | has the meaning ascribed to it under the Listing Rules |
"controlling shareholder" | has the meaning ascribed to it under the Listing Rules |
"Daguangnan Expressway" | the expressway operated by ASN as described in more detail |
in section 4.2 of the Board Letter | |
"DBS" | DBS Bank Ltd. (incorporated in Singapore with limited |
liability), a financial adviser of the Group in relation to the | |
Acquisition | |
"Director" | a director of the Company |
"DLOM" | as defined in section 5.1(a)(vi) of the Board Letter |
"Enlarged Group" | the Group as enlarged by the Acquisition |
"E'zhou" | E'zhou City in Hubei Province |
"Effective Date" | the date on which the Equities Condition set out in section |
2(g)(ii) of the Board Letter is fulfilled | |
"Equities Acquisition" | the acquisition of the Target Equities |
"Equities Completion" | the completion of the sale and purchase of the Equities |
Acquisition in accordance with the SPA | |
"Equities Completion Date" | the date on which the Equities Completion occurs |
"Equities Conditions" | the conditions precedent for the Equities Completion |
"Equities Consideration" | the total consideration for the acquisition of the Target |
Equities pursuant to the SPA, being RMB1,107,000,000.00 | |
"Financial Advisers" | collectively, CLSA and DBS |
"Group" | the Company and its subsidiaries |
"Guangzhou Yue Xiu Holdings" | Guangzhou Yue Xiu Holdings Limited* (廣州越秀集團有限 |
公司), a company established in the PRC | |
"Guarantee Fee Arrangement" | as defined in section 10.3 of the Board Letter |
"Hancai" | Hancai Expressway Company Limited of Hubei Province* |
(湖北省漢蔡高速公路有限公司) | |
"Hancai Expressway" | the expressway operated by Hancai as described in more |
detail in section 4.3 of the Board Letter |
− 2 −
DEFINITIONS | |
"Hancai Minority Shareholder A" | the shareholder holding 26% of the equity interest in Hancai |
as at the LPD | |
"Hancai Minority Shareholder B" | the shareholder holding 7% of the equity interest in Hancai as |
at the LPD | |
"Han'e" | Hubei Yue Xiu Han'e Expressway Company Limited* (湖北 |
越秀漢鄂高速公路有限公司) | |
"Han'e Expressway" | the expressway operated by Han'e as described in more detail |
in section 4.4 of the Board Letter | |
"HKFRS" | Hong Kong Financial Reporting Standards |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"IFA" | the independent financial adviser appointed by the Company |
in accordance with the Listing Rules for the purposes of | |
advising and making recommendations to the Independent | |
Board Committee and the Independent Shareholders in | |
respect of the Acquisition and the transactions contemplated | |
thereunder | |
"IFA Advice" | the advice given by the IFA as set out in the IFA Letter |
"IFA Letter" | the section headed "LETTER FROM THE IFA" of this |
circular | |
"Independent Board Committee" | the independent board committee of the Company established |
in accordance with the Listing Rules to advise and to make | |
recommendations to the Independent Shareholders on the | |
Acquisition and the transactions contemplated thereunder | |
"Independent Board Committee | the section headed "LETTER FROM THE INDEPENDENT |
Letter" | BOARD COMMITTEE" of this circular |
"Independent Director" | an independent non-executive Director |
"Independent Shareholders" | Shareholders other than those who (i) have a material interest |
in the Acquisition and therefore are, together with their | |
associates, required to abstain from voting on the | |
resolution(s) to approve the Acquisition under the Listing | |
Rules; or (ii) are otherwise required to abstain from voting on | |
(or voting in favour of) the resolution(s) to approve the | |
Acquisition under other applicable laws, rules or regulations |
− 3 −
This is an excerpt of the original content. To continue reading it, access the original document here.