Zhitong Finance App News, China Gas (00384) issued an announcement on matters relating to the proposed independent listing of certain value-added service businesses (spin-offs) on the Hong Kong Stock Exchange. The target company is a holding company that spin-off the business, and the company beneficially owns 71% of the target company's shares. The spin-off business is operated by the Group's “Yipinhui” platform. Its business is mainly the sale and provision of kitchen and household products and services, including but not limited to kitchen appliances, security products, household consumer goods and related services.
As of the date of this announcement, the Board of Directors has not made any decision on the exact timeline for submitting an application for the official listing of the spin-off business.
According to the takeover agreement signed on March 9, 2022, if the proposed spin-off does not take place on or before March 31, 2024 (or a later date as the Company may determine in its sole discretion) (the relevant date), the company has the right (but no obligation) to exercise the sell options jointly and individually granted by the seller.
The board of directors of the company (including independent non-executive directors) decided that the spin-off should not be carried out on or before March 31, 2024, taking into account the current state of the capital market in Hong Kong. This move is in the overall interests of the company and its shareholders. Furthermore, due to the strong business and financial performance and development prospects of the spin-off business, the board of directors believes that in view of current market performance, the company should re-evaluate the proposed spin-off schedule, structure and location that is appropriate for the company. Therefore, in accordance with the acquisition agreement, the company was granted the right to determine the relevant date, and the board of directors determined that the relevant date was March 31, 2026. As a result, the company has notified the seller that if the proposed spin-off does not take place on or before March 31, 2026, the company has the right (but no obligation) to exercise a put option. For the avoidance of doubt, the company has not made any amendments to the acquisition agreement, nor has it made any decision on whether to exercise the put option. Mr. Liu ****, Mr. Huang Yong, Ms. Liu Chang and Mr. Liu Mingxing have abstained from voting on the above board resolution.