Tongfang Kontafarma : Rule 13.09 of the Listing Rules and Inside Information Provisions under Part XIVA of the SFO and Change of Controlling Shareholder

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10/10/2019 | 03:30 pm

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.

RULE 13.09 OF THE LISTING RULES AND

INSIDE INFORMATION PROVISIONS UNDER

PART XIVA OF THE SFO

CHANGE OF CONTROLLING SHAREHOLDER

INTRODUCTION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

Reference is made to the Previous Announcements in relation to the Possible Transaction contemplated under the MOU.

CHANGE OF CONTROLLING SHAREHOLDER

The Board was informed by Mr. Huang that on 10 October 2019, after trading hours, Shenzhen Aorongxin (as transferor) and Guotou Green Energy (as transferee) entered into the Equity Transfer Agreement pursuant to which Shenzhen Aorongxin shall sell to Guotou Green Energy, and Guotou Green Energy shall purchase from Shenzhen Aorongxin 51% of equity interest in Shenzhen Waranty. Upon the Transfer taking effect, Guotou Green Energy shall hold 51% equity interest in Shenzhen Waranty, which indirectly holds 3,172,778,000 shares in the Company, representing approximately 56.77% voting rights of the Company as at the date of this announcement. Upon the Equity Transfer Agreement taking effect, Shanxi State Capital Investment will become a controlling shareholder of the Company.

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Below is the shareholding structure of Shenzhen Waranty and its shareholding in the Company before and immediately after the Transfer taking effect:

Before the Transfer taking effect

Mr. Huang

99%

Tsinghua Tongfang

100%

Tongfang Financial

Shenzhen Aorongxin

Holdings

52%

48%

Shenzhen Waranty

100%

Waranty Assets

Management (HK)

Limited

100%

China Health

Management

Investment Limited

56.77%

Company

Immediately after the Transfer taking effect

Shanxi State Capital

Investment

substantially owns and/or controls

Mr. HuangSanjin Guotou

Tsinghua

Tongfang

99%

69.93%

100%

Tongfang Financial

Shenzhen AorongxinGuotou Green Energy

Holdings

1%

51%

48%

Shenzhen Waranty

100%

Waranty Assets

Management (HK)

Limited

100%

China Health

Management

Investment Limited

56.77%

Company

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To the best knowledge of the Directors based on the available information after making reasonable enquiry, Guotou Green Energy which is owned as to 69.93% by Sanjin Guotou, and Sanjin Guotou in turn is substantially owned and/or controlled, directly and indirectly, by Shanxi State Capital Investment. Immediately prior to the Transfer taking effect, none of Guotou Green Energy and its ultimate beneficial owners are connected persons of the Company (as defined in the Listing Rules).

DEFINITIONS

Unless otherwise defined, the following expressions in this announcement have the following meanings:

"Board"

the board of Directors

"Company"

Tongfang Kontafarma Holdings Limited, a company

incorporated in the Cayman Islands with limited liability, the

shares of which are listed on the Stock Exchange (Stock Code:

1312)

"controlling shareholder"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

director(s) of the Company

"Equity Transfer Agreement" the equity transfer agreement dated 10 October 2019 entered into between Shenzhen Aorongxin (as transferor) and Guotou Green Energy (as transferee) in relation to transfer of 51% of equity interest in Shenzhen Waranty

"Guotou Green Energy"

山西國投創新綠色能源股權投資合夥企業(有限合夥)(Shanxi

Guotou Innovative Green Energy Equity Investment Partnership

Enterprise (Limited Partnership)*), a limited partnership

established under the laws of the PRC

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"MOU"

the memorandum of understanding dated 7 May 2019 entered

into between Shenzhen Aorongxin (as seller) and Sanjin Guotou

(as purchaser) regarding possible sale of 51% equity interest in

Shenzhen Waranty

"Mr. Huang"

Mr. Huang Yu, Chairman and a Director of the Company

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"Possible Transaction"

the possible sale by Shenzhen Aorongxin of 51% equity interest

in Shenzhen Waranty contemplated under the MOU

"PRC"

The People's Republic of China

"Previous Announcements"

the announcements of the Company respectively dated 8 May

2019, 6 June 2019, 5 July 2019, 6 August 2019, 9 September

2019 and 2 October 2019

"RMB"

Renminbi, the lawful currency of the PRC

"Sanjin Guotou"

寧波保稅區三晉國投股權投資基金合夥企業(有限合夥)

(Ningbo Free Trade Zone Sanjin Guotou Private Equity Fund

Partnership Enterprise (Limited Partnership)*), a limited

partnership established under the laws of the PRC

"SFO"

Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong)

"Shanxi State Capital

山西省國有資本投資運營有限公司 (Shanxi State Capital

Investment"

Investment and Operation Co., Ltd.*), a limited company

established under the laws of the PRC

"Shenzhen Aorongxin"

深圳市奧融信投資發展有限公司 (Shenzhen Aorongxin

Investment Development Co. Ltd.*), a limited company

established under the laws of the PRC, which is beneficially

and directly owned as to 99% equity interest by Mr. Huang

"Shenzhen Waranty"

深圳市華融泰資產管理有限公司 (Shenzhen Waranty Asset

Management Co., Ltd.*), a limited company established under

the laws of the PRC

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Tongfang Financial

同方金融控股(深圳)有限公司 (Tongfang Financial Holdings

Holdings"

Co., Ltd*), a limited company established under the laws of the

PRC, and a wholly-owned subsidiary of Tsinghua Tongfang

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"Transfer"

the transfer of 51% of equity interest in Shenzhen Waranty by

Shenzhen Aorongxin to Guotou Green Energy pursuant to the

Equity Transfer Agreement

"Tsinghua Tongfang"

同方股份有限公司 (Tsinghua Tongfang Co., Ltd.*), a company

established under the laws of the PRC, whose shares are listed

on the Shanghai Stock Exchange (Stock Code: 600100)

By order of the Board of

Tongfang Kontafarma Holdings Limited

Huang Yu

Chairman

Hong Kong, 10 October 2019

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Huang Yu (Chairman) and Mr. Jiang Chaowen (Chief Executive Officer); and three independent non-executive Directors, namely Mr. Chan Sze Chung, Mr. Zhang Ruibin and Mr. Zhang Junxi Jack.

  • For identification purpose only

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Disclaimer

Tongfang Kontafarma Holdings Ltd. published this content on 10 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 October 2019 13:30:01 UTC

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