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北方矿业(00433.HK)就潜在股份转让订立共识备忘录

Northern Mining (00433.HK) enters consensus memorandum on potential share transfer

Gelonghui Finance ·  Dec 18, 2023 18:55

Glonghui December 18丨Beifang Mining (00433.HK) announced that on December 18, 2023, the buyer (an indirect wholly owned subsidiary of the company) (i) and Mr. Qin Yuanjin (as the seller) agreed to transfer part of the shares of target company 1 Guangxi Guiming Energy Investment Co., Ltd. to the buyer. The buyer agreed to inject capital into target company 1 after the transfer was completed. Therefore, after capital injection 1 was completed, the buyer held no less than 51% of the shares in the target company 1; (ii) established a memorandum of understanding with Mr. Qin Yuanjin; Record 2, and Mr. Qin Yuanjin (as The seller) agreed to separately transfer part of the shares of target company 2 Guangxi Guiming Aluminum Co., Ltd. and target company 3 Guangxi Guigang Guoyuan Aluminum Co., Ltd. to the buyer. The buyer agreed to inject capital into target company 2 and target company 3 after the transfer was completed. Therefore, after the capital injection 2 and 3 were completed, the buyer held not less than 51% of the shares in target company 2 and target company 3 respectively; and (iii) concluded a memorandum of consensus with Mr. Qin Zhuhua 3, while Mr. Qin Huazhu (as the seller) agreed to transfer target company 4 to the buyer Part of the shares of a limited liability company, with the buyer's consent Capital was injected into target company 4 after the transfer was completed, so after capital injection 4 was completed, the buyer held not less than 51% of target company 4's shares.

Target Company 1 is a company established in China. It mainly invests in energy projects, building materials markets, municipal administration, transportation energy, environmental protection projects, energy saving projects, agriculture, forestry, animal husbandry, and aquaculture.

Target Company 2 is a company established in China, mainly engaged in non-ferrous metal rolling processing; commonly used non-ferrous metal smelting; non-ferrous metal alloy manufacturing; non-ferrous metal alloy sales; non-ferrous metal alloy sales; non-ferrous metal casting; new material technology research and development; and high-performance non-ferrous metals and alloy materials sales.

Target Company 3 is a company established in China, mainly engaged in commonly used non-ferrous metal smelting; non-ferrous metal alloy manufacturing; productive waste metal recycling; metal scrap and debris processing; metal product research and development; non-ferrous metal technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; metal materials sales; and sales of high-performance non-ferrous metals and alloy materials.

Target Company 4 is a company established in China, mainly engaged in research, development, processing and manufacturing of aluminum and aluminum alloy casting technology; production and sales of non-ferrous metals and materials, construction aluminum and industrial aluminum; production, sales and leasing of aluminum formwork for construction.

The board believes that the potential share transfer will help the Group expand the scope of the Group's business and also help the Group to seek suitable investment opportunities from time to time to expand innovative business in new business industries and enhance the Group's long-term growth potential. Due to the strong potential of the Chinese market, if this new business classification is implemented, it is expected to bring sustainable revenue growth to the Group. Therefore, the Board believes that the conclusion of a consensus memorandum is in the overall interest of the Group and shareholders.

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