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    6198   CNE100001SG2

QINGDAO PORT INTERNATIONAL CO., LTD.

(6198)
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Qingdao Port International : ANNOUNCEMENT CONNECTED TRANSACTIONS IN RELATION TO (1) THE ACQUISITION OF 51% EQUITY INTERESTS IN HAIYE OIL TERMINAL AND (2) THE PROVISION OF GUARANTEE

05/12/2021 | 05:32am EDT

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.

Qingdao Port International Co., Ltd.

青 島 港 國 際 股 份 有 限 公 司

(A joint stock company established in the People's Republic of China with limited liability)

(Stock Code: 06198)

ANNOUNCEMENT

CONNECTED TRANSACTIONS IN RELATION TO

  1. THE ACQUISITION OF 51% EQUITY INTERESTS IN HAIYE OIL TERMINAL AND
    1. THE PROVISION OF GUARANTEE

CONNECTED TRANSACTIONS

The Board is pleased to announce that, on 10 May 2021, the Company, as the purchaser, entered into (i) the Haiye Oil Terminal Share Transfer Agreement I with Haiye Petroleum, as the vendor, and Haiye Oil Terminal, Leruite Investment and Yiruiyuan Trading; and (ii) the Haiye Oil Terminal Share Transfer Agreement II with Yiruiyuan Trading, as the vendor, and Haiye Oil Terminal, Haiye Petroleum and Leruite Investment, pursuant to which, the Company has agreed to purchase, and the Vendors have agreed to sell, an aggregate of 51% equity interests in Haiye Oil Terminal by cash.

Haiye Oil Terminal entered into the Guarantee Agreement I and the Guarantee Agreement II with Qingdao May Fourth Square Branch of CCB, and the Guarantee Agreement III with Qingdao Shinan Third Branch of ABC, on 2 September 2019, 30 October 2019, and 25 September 2020, respectively, pursuant to which Haiye Oil Terminal agreed to provide joint and several guarantee for the debt liabilities of Yijia Haiye Trading under the relevant loan agreements. In addition, on 10 May 2021, Haiye Oil Terminal entered into the Counter Guarantee Agreements with Yijia Haiye Trading, Haiye Petroleum, and Leruite Investment, pursuant to which Yijia Haiye Trading, Haiye Petroleum, and Leruite Investment agreed to provide counter-guarantee for Haiye Oil Terminal's liability under the Guarantee Agreements by way of joint and several guarantee.

1

HONG KONG LISTING RULES IMPLICATIONS

Acquisition of 51% Equity Interests in Haiye Oil Terminal

As Haiye Petroleum is a substantial shareholder of Shandong Ganglianhua, one of the subsidiaries of the Company, Haiye Petroleum and its controlling shareholder, Leruite Investment are therefore connected persons at subsidiary level of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. Thus, the transactions in terms of the Haiye Oil Terminal Share Transfer constitute connected transactions of the Company.

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Hong Kong Listing Rules) of the transactions in terms of the Haiye Oil Terminal Share Transfer is more than 0.1% but less than 5%, the transactions in terms of the Haiye Oil Terminal Share Transfer are exempt from the circular and independent shareholders' approval requirements but subject to the reporting and announcement requirements under Chapter 14A of the Hong Kong Listing Rules

Provision of Guarantee

Upon the Completion, Haiye Oil Terminal will become a subsidiary of the Company. As stated above, Leruite Investment is a connected person at subsidiary level of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. As Leruite Investment holds 50% equity interests in Yijia Haiye Trading, Yijia Haiye Trading is an associate of Leruite Investment and therefore a connected person of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. Thus, the transactions contemplated under the Guarantee Agreements and the Counter Guarantee Agreements constitute connected transactions of the Company. Pursuant to Rule 14A.81 of the Hong Kong Listing Rules, the transactions contemplated under the Guarantee Agreements have been aggregated since the counterparties and subject matter of the Guarantee Agreements are the same and related to each other.

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Hong Kong Listing Rules) of the transactions contemplated under the Guarantee Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Guarantee Agreements are exempt from the circular and independent shareholders' approval requirements but subject to the reporting and announcement requirements under Chapter 14A of the Hong Kong Listing Rules.

According to Rule 14A.90 of the Hong Kong Listing Rules, since the counter guarantee provided by Yijia Haiye Trading, Haiye Petroleum, and Leruite Investment to Haiye Oil Terminal by way of joint and several guarantee under the Counter Guarantee Agreements are on normal commercial terms, and that no security over the assets of the Haiye Oil Terminal or the Company will be granted in respect of the counter guarantee, the transactions contemplated under the Counter Guarantee Agreements are fully exempt from the circular, independent shareholders' approval, reporting and announcement requirements under Chapter 14A of the Hong Kong Listing Rules.

2

ACQUISITION OF 51% EQUITY INTERESTS IN HAIYE OIL TERMINAL

The Board is pleased to announce that, on 10 May 2021, the Company, as the purchaser, entered into (i) the Haiye Oil Terminal Share Transfer Agreement I with Haiye Petroleum, as the vendor, and Haiye Oil Terminal, Leruite Investment and Yiruiyuan Trading; and (ii) the Haiye Oil Terminal Share Transfer Agreement II with Yiruiyuan Trading, as the vendor, and Haiye Oil Terminal, Haiye Petroleum and Leruite Investment, pursuant to which the Company has agreed to purchase, and the Vendors have agreed to sell, an aggregate of 51% equity interests in Haiye Oil Terminal by cash.

  1. The Haiye Oil Terminal Share Transfer Agreement I

Details of the Haiye Oil Terminal Share Transfer Agreement I are set out as below:

Date:

10 May 2021

Parties:

(1) Haiye Petroleum (as the vendor);

(2) the Company (as the purchaser);

(3) Haiye Oil Terminal (as the target company); and

(4) Leruite Investment and Yiruiyuan Trading (as the other shareholders

of Haiye Oil Terminal)

Subject of the

Pursuant to the terms and conditions of the Haiye Oil Terminal Share

Transaction:

Transfer Agreement I, Haiye Petroleum has agreed to sell and the

Company has agreed to purchase 40.8% equity interests in Haiye Oil

Terminal.

In addition, Leruite Investment has also agreed that it shall transfer

10.2% equity interests in Haiye Oil Terminal to the Company in

accordance with the Haiye Oil Terminal Share Transfer Agreement I,

provided that the transfer of 10.2% equity interests in Haiye Oil Terminal

by Yiruiyuan Trading to the Company is not completed within 180 days

after the signing of the Haiye Oil Terminal Share Transfer Agreement I,

and will enter into a share transfer agreement as a vendor with the

Company, accordingly.

Consideration:

The consideration for the 40.8% equity interests in Haiye Oil Terminal

is RMB1,047,614,256, which was determined with reference to the

appraised value of RMB2,567.6820 million for 100% equity interests in

Haiye Oil Terminal. The Haiye Oil Terminal Valuation Report was

prepared by China United Assets Appraisal, an independent valuer, on

the basis of income approach.

Under the circumstances that Leruite Investment shall sell its 10.2%

equity interests in Haiye Oil Terminal in place of Yiruiyuan Trading as

stated above, the consideration shall be RMB261,903,564.

The consideration for the 40.8% equity interests in Haiye Oil Terminal

will be financed by the Company through internal cash resources.

3

Conditions

The

Closing is conditional upon the fulfillment of the following

Precedent to the

conditions:

Closing:

(1)

Haiye Petroleum, Yiruiyuan Trading and Leruite Investment having

signed and issued a statement regarding the consent of the share

transfer and the waiver of the right of first refusal in relation to the

Haiye Oil Terminal Share Transfer, respectively;

(2)

the completion or no violation of commitments and warranties made

by Haiye Petroleum, Haiye Oil Terminal and the Company under

the Haiye Oil Terminal Share Transfer Agreement I;

(3)

Haiye Petroleum and the Company having obtained all the approvals

or completed all the registration procedures in relation to the transfer

of state-owned assets;

(4)

all relevant agreements and arrangements ancillary to the Haiye Oil

Terminal Share Transfer having been signed or completed;

(5)

the establishment of the Haiye Petroleum Escrow Account; and

(6)

the review on the anti-monopoly concentration of business

undertakings in relation to the Haiye Oil Terminal Share Transfer

having been approved.

Payment

The consideration of the Haiye Oil Terminal Share Transfer shall be paid

Arrangement:

in installments.

(1)

Within 7 business days after the execution of the Haiye Oil Terminal

Share Transfer Agreement I, the Company shall pay

RMB209,522,851.20, representing 20% of the total consideration

for the 40.8% equity interests in Haiye Oil Terminal to Haiye

Petroleum as deposit;

(2)

On the Closing Date, the deposit will be deemed as the payment of

20% of the total consideration for the 40.8% equity interests in

Haiye Oil Terminal. Besides, the Company shall pay (i) additional

RMB314,284,276.80, representing 30% of the total consideration

for the 40.8% equity interests in Haiye Oil Terminal, to Haiye

Petroleum, and (ii) Haiye Petroleum Second Tranche, being

RMB523,807,128.00, representing the remaining 50% of the total

consideration for the 40.8% equity interests in Haiye Oil Terminal

to Haiye Petroleum Escrow Account; and

(3)

On the Completion Date, the Haiye Petroleum Second Tranche shall

be paid to Haiye Petroleum after the deduction of the relevant

expenses.

4

Closing:The Closing is conditional upon the fulfillment of the conditions precedent to the Closing as stated above.

Completion:All the parties shall complete all the relevant procedures in relation to the Haiye Oil Terminal Share Transfer within 10 business days from the Closing Date, including but not limited to, tax-clearing procedure, nomination and appointment of directors, supervisors and certain senior management of Haiye Oil Terminal, Yijia Yanghong, Haiye Ruibang, Haiqing Petroleum and written approval for the Haiye Oil Terminal Share Transfer issued by the competent authority of Haiye Oil Terminal.

  1. The Haiye Oil Terminal Share Transfer Agreement II

Details of the Haiye Oil Terminal Share Transfer Agreement II are set out as below:

Date:

10 May 2021

Parties:

(1)

Yiruiyuan Trading, as the vendor;

(2)

the Company, as the purchaser;

(3)

Haiye Oil Terminal, as the target company; and

(4)

Leruite Investment and Haiye Petroleum, as the other shareholders

of Haiye Oil Terminal

Subject of the

Pursuant to the terms and conditions of the Haiye Oil Terminal Share

Transaction:

Transfer Agreement II, Yiruiyuan Trading has agreed to sell and the

Company has agreed to purchase 10.2% equity interests in Haiye Oil

Terminal.

Consideration:

The consideration for the 10.2% equity interests in Haiye Oil Terminal

is RMB261,903,564, which was determined with reference to the

appraised value of RMB2,567.6820 million for 100% equity interests in

Haiye Oil Terminal. The Haiye Oil Terminal Valuation Report was

prepared by China United Assets Appraisal, an independent valuer, on

the basis of income approach.

The consideration for the 10.2% equity interests in Haiye Oil Terminal

will be financed by the Company through internal cash resources.

Conditions

The Closing is conditional upon the fulfillment of the following

Precedent to the

conditions:

Closing:

(1)

Haiye Petroleum, Yiruiyuan Trading and Leruite Investment having

signed and issued a statement regarding the consent of the share

transfer and the waiver of the right of first refusal in relation to the

Haiye Oil Terminal Share Transfer, respectively;

(2)

the completion or no violation of commitments and warranties made

by Yiruiyuan Trading, Haiye Oil Terminal and the Company under

the Haiye Oil Terminal Share Transfer Agreement II;

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Qingdao Port International Co. Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 09:31:09 UTC.


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