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汉思能源(00554.HK)拟收购BTHL约54.44%的股份 代价约27.22亿港元

Hansi Energy (00554.HK) plans to acquire approximately 54.44% of BTHL's shares at a cost of approximately HK$2,722 billion

Gelonghui Finance ·  May 24 08:52

On May 24, 2024, Hans Energy (00554.HK) announced that on May 24, 2024, TWB Holdings (as the first seller), ABL (as the second seller), and Glorify (as the buyer, a wholly-owned subsidiary of the company) entered into an acquisition agreement with the company. According to this, Glorify conditionally agreed to the acquisition, while TWB Holdings and ABL conditionally agreed to sell shares (accounting for approximately 54.44% of all issued BTHL shares) at a cost of approximately HK$2,722 million. Upon completion, Glorify and TWB Holdings will hold 70% and 30% of all issued BTHL shares respectively.

The company will allocate and issue approximately 279 million new shares to TWB Holdings at a price of approximately HK$222 million to settle the sale of shares by the first seller, subject to listing approval. Assuming that there is no other change in the total number of issued shares, the approximately 279 million consideration shares (if issued) will be equivalent to about 7.05% of the company's issued share capital on the date of this announcement; and approximately 6.59% of the issued share capital expanded by issuing consideration shares. The issue price of HK$0.7961 represents a premium of approximately 99.03% over the closing price of HK$0.4 per share reported on May 23, 2024 (the last trading day immediately before the date of the purchase agreement).

According to the disclosure, BTHL (Bravo Transport Holdings Limited) is a limited company incorporated in the British Virgin Islands in 2020. After the completion of the acquisition in 2020, BTHL became the holding company of Huida Transportation Group. BTHL's main subsidiary is Citybus (an indirect wholly-owned subsidiary, a franchisee combining the franchise with Citybus 2023 (Franchise 2)), which mainly provides public buses and tourism-related services in Hong Kong. During the business record period, Citybus and New Bus each operated bus services in Hong Kong through (among others) public bus franchises granted under the Public Bus Services Ordinance. Franchised buses (including those operated by Citybus and New Bus) play an important role in Hong Kong's public transport system, contributing about one-third of the total number of passengers in 2022. As of the date of this announcement, the target group had a bus fleet of over 1,700 registered buses and operated more than 200 franchised bus routes across Hong Kong Island, Kowloon and the New Territories. In July 2022, Citybus launched Hong Kong's first hydrogen fuel cell double-decker bus, specially designed and manufactured for Hong Kong. In line with this development, in May 2023, the Group announced that it would participate in investing in the construction of the first hydrogen fueling station in West Kowloon, Hong Kong. The hydrogen refueling station is currently operated by Citybus and provides fueling services for the operation of Hong Kong's first hydrogen bus owned by Citybus. Citybus introduced the first hydrogen bus to its operating fleet in February 2024. To further expand and diversify its business, the target group may bid for overseas transport-related projects from time to time when such opportunities arise, and in March 2024, the target group will submit a bid for a government contract to provide a range of public bus services in Singapore.

Huida Media is a wholly-owned subsidiary of BTHL. It was incorporated in 2021 and is mainly engaged in advertising business. Huida Media obtained a bus body advertising contract through a public tender process to act as the exclusive advertising agency for Citybus bus body (exterior) and bus interior advertisements for a period of ten years to 2033. Furthermore, in July 2023, Huida Media (as a service provider) also obtained a contract from a Hong Kong railway operator through a public tender process to provide advertising sales agency services for advertising media for certain railway lines and buses operated by the railway operator. According to this, Huida Media will be responsible for the operation, sale and marketing of this advertising medium.

The translation is provided by third-party software.


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