PDF《河南金马能源股份有限公司》

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Henan Jinma Energy Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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. 河南金马能源股份有限公司HENAN JINMA ENERGY COMPANY LIMITED (A joint stock company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 6885) MAJOR TRANSACTION IN RESPECT OF THE FORMATION OF A JOINT VENTURE A letter from the Board is set out on pages

3 to

9 of this circular. Please refer to the EGM Notice for details in respect of the resolution to be considered at the EGM, eligibility of attendance, registration procedure, proxy and other relevant matters. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

25 February

2019 Page Definitions

1 Letter from the Board

3 Appendix I ― Financial information of the Group.10 Appendix II ― General information

13 CONTENTS ― i ― In this circular, unless the context requires otherwise, the following expressions have the following meanings: Board the board of Directors close associate(s) has the meaning ascribed thereto under the Listing Rules Company 河南金马能源股份有限公司 (Henan Jinma Energy Company Limited), a company established in the PRC with limited liability connected person has the meaning ascribed thereto under the Listing Rules Director(s) the director(s) of the Company DM Industrial Shanghai Dong Ming Industrial Co., Ltd.* (上海东铭实业有 限公司), a limited liability company incorporated in the PRC Domestic Share(s) domestic invested share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00, which are subscribed for and paid up in RMB and are unlisted shares which are currently not listed or traded on any stock exchange EGM the extraordinary general meeting of the Company to be held on

1 April

2019 to consider and, if thought fit, approve, the JV Agreement and the transaction contemplated thereunder EGM Notice the notice of the Company convening the EGM dated

15 February

2019 Enlarged Group the Group as enlarged following the establishment of the JV Company Group the Company and its subsidiaries H Share(s) overseas listed foreign share(s) in the capital of the Company with a nominal value of RMB1.00 each and are listed on the main board of the Stock Exchange H Share Registrar Computershare Hong Kong Investor Services Limited JV Agreement the joint venture agreement dated

29 January

2019 and entered into between the Parties in relation to the formation of a joint venture between the Parties JV Company Shenzhen Jinma Energy Co., Ltd.* (深圳市金马能源有限公 司), a company to be established in the PRC pursuant to the JV Agreement DEFINITIONS ―

1 ― Latest Practicable Date

21 February 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Parties the Company, Zenith Steel, ZT Logistics and DM Industrial PRC the People'

s Republic of China Prospectus the prospectus dated

26 September

2017 issued by the Company RMB Renminbi, the lawful currency of the PRC SFO Securities and Futures Ordinance (Chapter

571 of the laws of Hong Kong) Shareholders the shareholders of the Company Stock Exchange The Stock Exchange of Hong Kong Limited Supervisor(s) the supervisor(s) of the Company Unlisted Foreign Share(s) unlisted foreign invested ordinary share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed and held by persons other than PRC nationals or PRC corporate entities Zenith Steel Zenith Steel Group Co., Ltd.* (中天钢铁集团有限公司), a limited liability company incorporated in the PRC ZT Logistics Jiangsu Zhong Tong Logistics Co., Ltd.* (江苏中通物流有限 公司), a limited liability company incorporated in the PRC % per cent * For identification purpose only If there is any inconsistency between the Chinese name of the entities mentioned in this circular and their English translation, the Chinese version shall prevail. DEFINITIONS ―

2 ― 河南金马能源股份有限公司HENAN JINMA ENERGY COMPANY LIMITED (A joint stock company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 6885) Executive Directors: Mr. YIU Chiu Fai Mr. WANG Mingzhong Mr. LI Tianxi Registered office: West First Ring Road South Jiyuan Henan Province PRC Non-executive Directors: Mr. HU Xiayu Mr. QIU Quanshan Mr. WANG Zhiming Independent Non-executive Directors: Mr. ZHENG Wenhua Mr. LIU Yuhui Mr. WU Tak Lung Supervisors: Mr. WONG Tsz Leung Mr. ZHANG Qiangxian Mr. ZHOU Tao, David Ms. TIAN Fangyuan Ms. HAO Yali Mr. ZHANG Wujun Principal place of business in Hong Kong: Unit 2801, 28/F

88 Hing Fat Street Causeway Bay Hong Kong

25 February

2019 To: All shareholders of the Company Dear Sir or Madam, MAJOR TRANSACTION IN RESPECT OF THE FORMATION OF A JOINT VENTURE LETTER FROM THE BOARD ―

3 ― I. INTRODUCTION Reference is made to the announcement of the Company dated

29 January

2019 regarding the JV Agreement entered into amongst the Company, Zenith Steel, ZT Logistics, and DM Industrial, pursuant to which the Parties have conditionally agreed to establish a joint venture company in Shenzhen. The Company has conditionally agreed to contribute RMB1,145 million to the JV Company, representing approximately 51% of the total capital contributions. Following completion of the capital injections by the Parties as contemplated under the JV Agreement, the JV Company will be held as to approximately 51% by the Group and be accounted for as a subsidiary of the Company. The purpose of this circular is to provide you with, among other things, particulars of the JV Agreement and the transaction contemplated under the JV Agreement. II. THE JV AGREEMENT Date:

29 January

2019 Parties: (1) The Company (2) Zenith Steel (3) ZT Logistics (4) DM Industrial To the best of the Directors'

knowledge, information and belief, having made all reasonable enquiries, Zenith Steel, ZT Logistics, DM Industrial and their ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons. Business of the JV Company The scope of business of the JV Company includes project investment, investment management, marketing planning, corporate management consulting, trading, import and export trading, which would include a focus on projects and opportunities along the coking chemical value chain. The scope of business shall be subject to the approval from relevant government authorities of the PRC. LETTER FROM THE BOARD ―

4 ― Capital contributions by the Parties Pursuant to the JV Agreement, the Parties have conditionally agreed to make capital contributions in the following manner: Capital contribution to be contributed by each Party Approximate percentage of equity interest in the JV Company (RMB'

million) Name Company 1,145 51.00% Zenith Steel

500 22.27% ZT Logistics

500 22.27% DM Industrial

100 4.46% Total 2,245 100% The amount of the capital contributions to be injected by the Parties was determined after arm'

s length negotiations among the P........