The Board of Jilin Qifeng Chemical Fiber Co Ltd announces that the Company entered into the Assets Purchase Agreement with Jilin Chemical Fiber Co Limited (JCFCL), pursuant to which the Company agreed to purchase and JCFCL agreed to sell certain properties, land and equipment relating to the utilities generation and transmission and provision of water treatment services, for a total consideration of RMB290,000,000.
As certain applicable percentage ratio for the Acquisition is above 100%, the Acquisition constitutes a very substantial acquisition of the Company, and therefore is subject to approval by the Shareholders pursuant to Rule 14.49 of the Listing Rules. In addition, in light of the past and present relationships among the Company, JCF Groupco, JCFCL and the Assets, the Directors consider it appropriate to treat JCFCL as a connected person for the purpose of the Acquisition and hence the Acquisition will constitute a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules.
The EGM will be held to consider and, if thought fit, pass the ordinary resolutions to approve the Assets Purchase Agreement and the transactions contemplated thereunder. As at the date of this announcement, JCF Groupco, a controlling shareholder of the Company, holds approximately 21.31% of the equity interests in JCFCL. Taking into account the relationships between JCF Groupco, JCFCL and the Company, the Company considers it appropriate to require JCF Groupco and its associates to abstain from voting on the resolutions regarding the Assets Purchase Agreement at the EGM.
JCFCL is a company established in the China with limited liabilities and is principally engaged in the production of viscose fibre. To the best of the Company's knowledge, as at the date of this announcement, JCFCL is owned as to 21.31% by JCF Groupco, 0.98% by Mr. Li Rong, 0.61% by Mr. Meng Qingguo, 0.54% by China Texmatech Co., Ltd., 0.51% by Mr. Lin Jianming and 76.05% by public investors.
JCFCL is a well-known PAN manufacturer.The company is located in Jilin city of Jilin province which is near the Songhua River.It was founded in December 1995 and commenced production in May 1998.It is a subsidiary of Jilin Chemical Fiber Group Co., Ltd. and is listed as H-share company in the Stock Exchange of Hong Kong.
