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.
常茂生物化學工程股份有限公司
Changmao Biochemical Engineering Company Limited*
(a joint stock limited company incorporated in the People's Republic of China) (Stock Code: 954)
MAJOR TRANSACTION
SUPPLEMENTAL ANNOUNCEMENT
IN RELATION TO
CONSTRUCTION WORKS FOR THE DALIAN NEW PLANT
Reference is made to the announcement of Changmao Biochemical Engineering Company Limited (the ''Company'') dated 26 April 2021 in relation to the construction works for the Dalian New Plant (the ''Previous Announcement''). This supplemental announcement (the ''Supplemental Announcement'') shall be read together with the Previous Announcement. Unless the context otherwise requires, the terms used in the Supplemental Announcement shall have the same meanings as those used in the Previous Announcement.
As mentioned in to Previous Announcement, the Consideration under the Construction Contract is RMB80,000,000, subject to adjustments arising from the changes in construction works or fluctuations in the public price of labour and materials in Liaoning Province or Dalian City, if any. The final Consideration will be determined by an independent audit on the Construction Project upon completion. The Board wishes to inform the Shareholders that on 10 May 2021, Changmao Dalian and the Contractor entered into a supplemental contract (the "Supplemental Contract") which specified that the final Consideration after adjustment (if any) payable by the Group under the Construction Contract shall not exceed RMB120,000,000 (the "Maximum Consideration"). All other terms in the Construction Contract remained unchanged.
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IMPLICATIONS UNDER THE LISTING RULES
As one of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules with reference to the Maximum Consideration in respect of the transaction contemplated under the Construction Contract as supplemented by the Supplemental Contract is more than 25% but less than 100%, the transaction contemplated under the Construction Contract as supplemented by the Supplemental Contract constitutes a major transaction for the Company, and is therefore subject to the reporting, announcement, circular and Shareholders' approval requirements under the Listing Rules.
As no Shareholder has a material interest in the Construction Contract as supplemented by the Supplemental Contract and the transactions contemplated thereunder, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Construction Contract as supplemented by the Supplemental Contract and the transactions contemplated thereunder. A written Shareholders'approval (from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at that general meeting) may be accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules.
The Company has obtained a written Shareholders' approval from a closely allied group of Shareholders, holding in an aggregate 271,000,000 shares of the Company (the "Shares"), representing approximately 51.16% of the entire issued share capital of the Company as at the date of this announcement, for the Construction Contract as supplemented by the Supplemental Contract and the transaction contemplated thereunder. Accordingly, the written approval from a closely allied group of Shareholders will be accepted in lieu of holding a general meeting of the Company for the approval of the Construction Contract as supplemented by the Supplemental Contract and the transaction contemplated thereunder.
The closely allied group of Shareholders comprises the following Shareholders:
- Hong Kong Xinsheng Pioneer Investment Company Limited ("HK Xinsheng"), which holds 135,000,000 Shares (representing approximately 25.49% of the entire issued capital of the Company as at the date of this announcement). Mr. Rui Xin Sheng (Director) and Ms. Leng Yi Xin (spouse of Mr. Rui Xin Sheng and Director) together hold approximately 82.59% of the share capital of HK Xinsheng.
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- Hong Kong Bio-chemical Advanced Technology Investment Company Limited ("HK Bio"), which holds 67,500,000 Shares (representing approximately 12.74% of the entire issued capital of the Company as at the date of this announcement). Approximately 59.26% of the share capital of HK Bio is held by the existing or former Directors or employees of the Company.
- Jomo Limited, which holds 66,000,000 Shares (representing approximately 12.46% of the entire issued capital of the Company as at the date of this announcement). Mr. Yu Xiao Ping (Director) and his spouse together hold 100% of the share capital of Jomo Limited.
(4) 常 州 新 生 生 化 科 技 開 發 有 限 公 司 (Changzhou Xinsheng Biochemical Technology Development Co., Ltd.*) ("Changzhou Xinsheng"), which holds 2,500,000 Shares (representing approximately 0.47% of the entire issued capital of the Company as at the date of this announcement). Mr. Rui Xin Sheng (Director) and Ms. Leng Yi Xin (spouse of Mr. Rui Xin Sheng and Director) together hold 100% of the share capital of Changzhou Xinsheng.
The closely allied group of Shareholders have been Shareholders for over 19 years and they have been voting in the same way in all resolutions since they were Shareholders. The interest of the closely allied group of Shareholders is no different from other Shareholders in respect of the Construction Contract as supplemented by the Supplemental Contract and the transaction contemplated thereunder.
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GENERAL
A circular containing, among other matters, further details of the Construction Contract as supplemented by the Supplemental Contract and other information as required under the Listing Rules will be despatched to the Shareholders on or before 2 June 2021.
By order of the Board of
Changmao Biochemical Engineering Company Limited*
Rui Xin Sheng
Chairman
The PRC, 10 May 2021
*For identification purpose
As at the date hereof, Mr. Rui Xin Sheng (Chairman) and Mr. Pan Chun are the executive Directors, Mr. Zeng Xian Biao, Mr. Yu Xiao Ping, Mr. Wang Jian Ping and Ms. Leng Yi Xin are the non-executive Directors, Prof. Ouyang Ping Kai, Ms. Wei Xin and Ms. Au Fung Lan are the independent non-executive Directors.
This announcement will be published on the "Listed Company Information" page of the Stock Exchange's website at www.hkexnews.hk and on the Company's website at www.cmbec.com.hk.
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