This announcement is made by Geely Automobile Holdings Limited (the “Company”) pursuant to Rule 13.09(2) of the Hong Kong Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of the Hong Kong).
The Company is pleased to announce that, on 17 June 2020 (after trading hours), the Board has approved a preliminary proposal for the possible issue of RMB Shares and listing on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the “Sci-Tech Board”) (the “Proposed Issue of RMB Shares”). The Proposed Issue of RMB Shares shall be conditional upon and subject to, among other things, market conditions, the approval of the Shareholders at the general meeting of the Company and the necessary Regulatory Approval(s).
The preliminary plan of the Proposed Issue of RMB Shares is detailed as follows:
Nature of the RMB Shares
Ordinary shares to be subscribed for in RMB by target subscriber(s), to be listed on the Sci-Tech Board and traded in RMB, forming the same class of the Hong Kong Shares.
The RMB Shares will be ordinary Shares ranking pari passu with the existing ordinary shares of the Company which are listed on the Hong Kong Stock Exchange with the same par value (HK$0.02 each) and the same rights to voting, dividend and return of assets.
The RMB Shares and the Hong Kong Shares are of the same class.
Size of the Proposed Issue of RMB Shares
The RMB Shares to be issued shall not exceed 15% of the Company’s issued share capital as enlarged by the issue and allotment of the RMB Shares contemplated under the Proposed Issue of RMB Shares. The RMB Shares will all be new Shares, no conversion of the existing Shares will be involved.
The final issue size of the RMB Shares shall be negotiated and determined by the Board as authorised by the general meeting of the Company, together with the sponsors and the underwriters subject to the issue size registered with the relevant securities regulatory authorities, the Company’s needs and market conditions.
Preliminary use of proceeds
After deducting the issuance expenses, the proceeds of the Proposed Issue of RMB Shares are currently intended to be used for business development and general working capital of the Group.
Place of listing of RMB Shares
The Sci-Tech Board.
As of the date of this announcement, save and except for the information disclosed herein, the Board does not have other plans in relation to the Proposed Issue of RMB Shares, and has not made any application to the relevant regulatory authorities in the PRC in respect of the Proposed Issue of RMB Shares.
INFORMATION ON THE COMPANY
The Group is principally engaged in the research and development, manufacturing and trading of automobiles, automobile parts and related automobile components, and investment holding.
Reference is made to the Company’s announcement dated 10 February 2020. As at the date of this announcement, the Company is still considering different options and optimal structures of the potential transaction. The Company will update the market when there is any new development.
Shareholders and potential investors should note that the concrete plan of the Proposed Issue of RMB Shares shall be subject to the further approval of the Board and the general meeting of the Company, as well as the Regulatory Approvals, thus may or may not be implemented. Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Issue of RMB Shares will materialise or as to when it may materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Share(s) of the Company.
Further announcement(s) will be made by the Company in accordance with the Hong Kong Listing Rules and other applicable laws and regulations on any material updates and progress in connection with the Proposed Issue of RMB Shares as and when appropriate. This announcement is for information purposes only and does not constitute any invitation or offer to acquire, purchase or subscribe for the Share(s) of the Company.
In this announcement, the following expressions have the following meanings unless the context otherwise requires:
“Board” the board of Directors of the Company
“CSRC” the China Securities Regulatory Commission
“Directors” the directors of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as amended from time to time)
“Hong Kong Shares” the existing ordinary Shares listed on the Hong Kong Stock Exchange
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“PRC” the People’s Republic of China (for the purpose of this announcement and for geographical reference only, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan)
“Regulatory Approval(s)” the approval(s) or decision(s) made by the relevant regulatory authorities and governmental departments of the PRC and Hong Kong (including but not limited to the CSRC, the Hong Kong Stock Exchange and the Shanghai Stock Exchange)
“RMB Shares” the ordinary Shares to be subscribed for in RMB by target subscriber(s) in the PRC, to be listed on the Sci-Tech Board and traded in RMB
“RMB” Renminbi, the lawful currency of the PRC
“Shanghai Stock Exchange” the Shanghai Stock Exchange
“Shareholders” holders of the Share(s) of the Company
“Share(s)” ordinary share(s) of HK$0.02 each in the share capital of the Company
By order of the Board
Geely Automobile Holdings Limited
David C.Y. Cheung
Hong Kong, 17 June 2020
As at the date of this announcement, the executive directors of the Company are Mr. Li Shu Fu (Chairman), Mr. Yang Jian (Vice Chairman), Mr. Li Dong Hui, Daniel (Vice Chairman), Mr. Gui Sheng Yue (Chief Executive Officer), Mr. An Cong Hui, Mr. Ang Siu Lun, Lawrence and Ms. Wei Mei, and the independent non-executive directors of the Company are Mr. Lee Cheuk Yin, Dannis, Mr. Yeung Sau Hung, Alex, Mr. An Qing Heng and Mr. Wang Yang.