HK Bourse: Announcement From China Beidahuang Industry Group Holdings Ltd.


 
    Following is the related link: 
http://www.hkexnews.hk/listedco/listconews/sehk/2016/0810/LTN20160810936.pdf 
 
 
 
 
                   VOLUNTARY ANNOUNCEMENT 
                  FORMATION OF JOINT VENTURE 
                 FOR OPERATION OF PPP PROJECTS 
 
 FORMATION OF JOINT VENTURE 
 
 The Board is pleased to announce that on 1 August 2016, GNS Energy, a joint venture 
 company, was established in Guizhou of the PRC for the Operation by the JV Parties. 
 The registered capital of GNS Energy is RMB39 million, out of which Fujian Fang Run 
 and Shenzhen Tronsin, indirect non-wholly owned subsidiaries of the Company, and CSG 
 Energy will contribute RMB11.70 million, RMB9.75 million and RMB17.55 million 
 respectively. 
 
 
 None of the applicable percentage ratios (as defined under the Listing Rules) in respect 
 of the formation of GNS Energy exceeds 5% and the information disclosed in this 
 announcement is voluntary. 
 
 
 
 
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FORMATION OF JOINT VENTURE 
 
The Board is pleased to announce that on 1 August 2016, GNS Energy, a joint venture 
company, was established in Guizhou of the PRC for the Operation by the JV Parties. 
 
 
As all the JV Parties are companies established in the PRC, there is no legal requirement for 
the JV Parties to enter into a joint venture agreement before the establishment of GNS Energy. 
No joint venture agreement was or will be signed by the JV Parties for the formation of GNS 
Energy, and the operation and management of GNS Energy are governed by the Articles. 
 
 
Establishment Date 
 
 
1 August 2016 
 
 
JV Parties 
 
 
(1)   Fujian Fang Run, an indirect non-wholly owned subsidiary of the Company; 
 
 
(2)   Shenzhen Tronsin, an indirect non-wholly owned subsidiary of the Company; and 
 
 
(3)   CSG Energy. 
 
CSG Energy is a company incorporated in the PRC with limited liability. To the best of the 
Directors' knowledge, information and belief and having made all reasonable enquiries, CSG 
Energy and its ultimate beneficial owners are third parties independent of the Company and its 
connected persons (as defined in the Listing Rules). 
 
 
 
 
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Capital Contribution 
 
Pursuant to the Articles, the registered capital of GNS Energy is RMB39 million which 
shall be contributed by the JV Parties in cash in proportion to their respective equity interest 
holdings in GNS Energy. 
 
                                           Amount of          Full Payment of 
JV Parties                       Capital Contribution         Capital Contribution 
 
Fujian Fang Run                      RMB11.70 million         on or before 15 August 2016 
 
Shenzhen Tronsin                      RMB9.75 million         on or before 15 August 2016 
 
CSG Energy                           RMB17.55 million         on or before 30 October 2016 
 
The amount of capital contribution was determined upon the estimated total capital needed for 
the running of GNS Energy after considering, among others, the expenses in carrying out the 
activities under the Operation and the required working capital. 
 
Board of Directors and Supervisors of GNS Energy 
 
Pursuant to the Articles, the board of directors of GNS Energy shall consist of five directors 
including one chairman. CSG Energy shall nominate two directors, one of whom shall be the 
chairman. Fujian Fang Run and Shenzhen Tronsin shall each nominate two directors and one 
director respectively. 
 
 
GNS Energy shall have two supervisors, one of whom shall be nominated by CSG Energy and 
the other shall be nominated jointly by Fujian Fang Run and Shenzhen Tronsin. 
 
Transfer of Equity Interests 
 
No transfer of equity interests in GNS Energy by any shareholders of GNS Energy to any 
non-existing shareholders shall be allowed unless such transfer is approved by the other 
shareholders unanimously. Upon the same terms and conditions, the existing shareholders 
shall have the right of first refusal before the equity interests approved for transfer are 
transferred to any non-existing shareholders. 
 
 
 
 
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REASONS FOR AND BENEFITS OF THE FORMATION OF THE JOINT 
VENTURE 
 
The Group has always been seeking investment opportunities with growth potential. The 
Board is of the view that there is great business potential in the PPP projects in the PRC as 
PPP projects are supported by national policies. Local governments in the PRC have been 
encouraged to adopt the PPP model as the preferred method for new municipal/town projects 
recently. 
 
 
The establishment of GNS Energy represents a significant step for the Group to participate, 
as joint venture partners, into the PPP projects led by CSG Energy as disclosed in the 
announcement of the Company dated 1 March 2016. By participating in the PPP projects 
through GNS Energy, the Directors believe that the execution of the Operation will be fully 
supported by government owned entity. The Group's participation in the PPP projects will 
also enhance the Group's experience in PPP projects where the Group will continue to seek 
other PPP projects opportunities in the future. Accordingly, it is expected that the formation 
of GNS Energy will complement and create favourable diversification of the Group's existing 
business and will effectively improve the Group's business model and enhance its financial 
performance in the long run. 
 
 
The Board considers that the terms of the formation of GNS Energy are fair and reasonable 
and the formation of GNS Energy is in the interest of the Company and the Shareholders as a 
whole. 
 
INFORMATION OF THE GROUP AND CSG ENERGY 
 
The Group is principally engaged in sale and distribution of wine, liquor and green food 
products; wholesaling and retailing of staple food, cooking oil, alcohol and beverage, frozen 
and fresh food; participation in public-private partnership projects in the PRC; and the leasing 
of logistic facilities in Hong Kong. 
 
 
CSG Energy is a government owned entity established in the PRC with limited liability and 
a subsidiary of China Southern Power Grid Co., Ltd. ("CSG"). CSG Energy is established 
to perform central enterprise social responsibility, and is a professional company jointly 
established by CSG together with Guangdong Yudean Group Co., Ltd. and Guangdong 
Guangye Assets Management Co., Ltd, which contributes on behalf of the People ' s 
Government of Guangdong Province for carrying out energy saving and emission reduction 
 
 
 
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business, with its headquarters based in Guangzhou. CSG Energy specializes in energy 
conservation and emission reduction, energy-saving services, energy comprehensive 
utilizatioin, distributed energy and renewable energy. 
 
IMPLICATION OF THE LISTING RULES 
 
None of the applicable percentage ratios (as defined under the Listing Rules) in respect of the 
formation of GNS Energy exceeds 5% and the information disclosed in this announcement is 
voluntary. 
 
 
DEFINITION 
 
In this announcement, unless the context otherwise requires, the following expressions shall 
have the following respective meanings: 
 
"Articles"                       The articles of association of GNS Energy 
 
"Board"                          the board of Directors 
 
"Company"                        China Beidahuang Industry Group Holdings Limited, a 
                                 company incorporated in the Cayman Islands with limited 
                                 liability, whose Shares are listed on the main board of the 
                                 Stock Exchange 
 
"CSG Energy"                     China Southern Power Grid Synthesis Energy Company 
                                 Limited*             , a company 
                                 established in the PRC with limited liability 
 
"Directors"                      directors of the Company 
 
"Fujian Fang Run"                Fujian Fang Run Construction Group Company Limited* 
                                  a company established, 
                                 in the PRC with limited liability and indirectly owned by the 
                                 Company as to 51% and directly owned by Fujian Fangfang 
                                 Investment Management Company Limited* 
                                  to 49%    as 
 
 
 
 
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"GNS Energy"      Guizhou North-South Joint Energy Investment Company 
                  Limited*               , a joint 
                  venture company established in Guizhou with limited 
                  liability by the JV Parties 
 
"Group"           the Company and its subsidiaries 
 
"Hong Kong"       the Hong Kong Special Administrative Region of the PRC 
 
"JV Parties"      Fujian Fang Run, Shenzhen Tronsin and CSG Energy 
 
"Listing Rules"   the Rules Governing the Listing of Securities on the Stock 
                  Exchange 
 
"Operation"       the design, consultation, investments, constructions, 
                  reconstructions, operating, assessments, energy review, 
                  information services, scientific studies, development and 
                  transfers of technologies; research, productions, installation, 
                  maintenance and sales of equipments; construction and 
                  technology cooperation of national and overseas projects; 
                  and imports and exports of goods and knowhows 
 
"PPP"             public-private partnership 
 
"PRC"             the People's Republic of China, which for the purposes of 
                  this announcement shall exclude Hong Kong, the Macau 
                  Special Administrative Region and Taiwan 
 
"RMB"             Renminbi, the lawful currency of the PRC 
 
"Shareholders"    holders of Shares 
 
"Shares"          ordinary shares of HK$0.10 each in the share capital of the 
                  Company 
 
 
 
 
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                                    Shenzhen Tronsin Illuminating Technique Ltd.* 
 
"Shenzhen Tronsin" 
                                     a company established in the PRC 
                                                             , 
                                    with limited liability and indirectly owned by the Company 
                                    as to 51% and directly owned by Mr. Chen Yongkai 
                                     to 49% 
                                         as 
 
"Stock Exchange"                    The Stock Exchange of Hong Kong Limited 
 
"%"                                 per cent. 
 
 
 
Source: Hong Kong Exchanges & Clearing