Tongfang Co., Ltd. released an announcement on the progress of the implementation of foreign investment projects on the 24th. The announcement stated that the company (hereinafter referred to as the "Company") held the first extraordinary general meeting of shareholders in 2014 on July 11, 2014, and reviewed and approved the "Proposal on Conditionally Agreeing to the Subsidiary's Wholly-Owned Subsidiary's Investment in Zhenmingli Holdings Co., Ltd." and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to decide whether to proceed and adjust the investment plan in Zhenmingli Holdings Co., Ltd. based on the progress of the transaction when the conditions attached to this transaction are not fulfilled." As of the disclosure date of this announcement, THTF ES holds a total of 1,00,692,690 shares of Zhenmingli, accounting for 51.60% of its total share capital.
The announcement shows that the general meeting of shareholders agreed to waive the prerequisites related to the exemption of comprehensive tender offer obligations in the subscription agreement and agreed to the wholly-owned overseas subsidiary THTF Energy-Saving Holding Limited (hereinafter referred to as "THTF") on the premise that the attached conditions are met. ES") subscribed for 1 billion new shares (face value of HK$0.1 per share) planned to be issued by Zhenmingli Holdings Co., Ltd. (hereinafter referred to as "Zhenmingli") at a price of HK$0.9 per share. The subscription price totaled HK$900 million and agreed to issue a comprehensive tender offer to relevant shareholders and option holders of Zhenmingli after the share subscription was completed. If a comprehensive tender offer is implemented, the tender offer will offer shares to Zhenmingli shareholders at a price of HK$0.9 per share and acquisition options of HK$0.0001 per share. The estimated acquisition amount will not exceed HK$548 million.
The general meeting of shareholders agreed to authorize the company's board of directors, or where feasible, the company's board of directors to authorize the chairman to decide whether to invest and adjust the transaction plan when the conditions attached to this transaction fail to be fulfilled, and based on the progress of the transaction and relevant Hong Kong regulations, exempt "Attached conditions 1. Mr. Fan Banghong, the actual controller of Zhenmingli, and persons acting in concert signed an irrevocable letter of commitment, promising not to sell or transfer all the equity held by them during the general tender offer, and not to accept a comprehensive offer for any equity held by them," stated in the investment proposal for Zhenmingli. If it is agreed to waive the attached condition 1, the amount of this tender offer of THTF ES is expected to not exceed HK$876 million.
On August 1, 2014, THTF ES has subscribed for 1 billion new shares issued to it by Zhenmingli at a price of HK$0.9 per share (par value of HK$0.1 per share). The subscription price totaled HK$900 million. After the subscription is completed, THTF ES holds 51.56% of the total share capital of Zhenmingli after the issuance is completed.
On August 25, 2014, THTF ES issued a comprehensive tender offer notice to Zhenmingli shareholders, offering to acquire shares and HK$0.0001/share acquisition options from Zhenmingli shareholders at a price of HK$0.9 per share. The deadline for accepting the offer was September 22, 2014. As of September 22, 2014, THTF ES had acquired a total of 692,690 shares of Zhenmingli stock through a comprehensive tender offer, with an acquisition amount of HK$623,421.00.
As of the disclosure date of this announcement, THTF ES holds a total of 1,00,692,690 shares of Zhenmingli, accounting for 51.60% of its total share capital.
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