EX-99.1 2 t1401176_ex99-1.htm EXHIBIT 99.1

 

 

EXHIBIT 99.1

 

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.

 

Feishang Anthracite Resources Limited

飛尚無煙煤資源有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock code: 1738)

 

VOLUNTARY ANNOUNCEMENT

UPDATE ON CONNECTED GUARANTEES

 

This announcement is made by the board (the “Board”) of directors (the “Directors”) of Feishang Anthracite Resources Limited (the “Company” and together with its subsidiaries, the “Group”) as a voluntary announcement to allow the public to understand the latest information of the Company.

 

Reference is made to the listing document of the Company dated 31 December 2013 (the “Listing Document”). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Listing Document.

 

As disclosed in the Listing Document, Mr. LI Feilie (the Chairman of the Company and the Controlling Shareholder), Feishang Enterprise Group Co., Ltd. (飛尚實業集團有限公司) (“Feishang Enterprise”), Wuhu Port Co., Ltd. (蕪湖港口有限責任公司) (“Wuhu Port”), Wuhu Feishang Industrial Development Co., Ltd. (蕪湖市飛尚實業發展有限公司) (“WFID”) and Guizhou Feishang Energy Co., Ltd. (貴州飛尚能源有限公司) (“Feishang Energy”) (each being an associate of Mr. LI Feilie and therefore, the connected person (as defined in the Listing Rules) of the Company) have guaranteed certain of the Group’s borrowings from banks which are Independent Third Parties (the “Connected Guarantees”).

 

As further disclosed in the Listing Document, the Company obtained in-principle consents from each of the lending banks, namely China Minsheng Bank, China Merchants Bank, Bank of Communications, Industrial and Commercial Bank of China, China Everbright Bank, Bank of Chongqing and Huachuang Securities to release all of the Connected Guarantees, to be effective upon Listing and the completion of certain administrative procedures of the lending banks, which was expected to be completed approximately three months after the Listing. All Connected Guarantees given by Mr. LI Feilie, Feishang Enterprise, Wuhu Port, WFID and Feishang Energy, respectively in respect of the Group’s loans would then be expected to be replaced by guarantees to be provided by the Company and/or its subsidiaries in favour of the respective lending banks on similar terms within three months after the Listing.

 

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Due to the tightening of monetary policy in the PRC as a result of slowdown of the PRC economy, the governmental policy in favour of development of new energy and the implementation of coal mine consolidation policy in Guizhou province, the lending banks therefore withheld their in-principle consents and notified the Company that the relevant administrative procedures could not be completed for the time being taking into account the change or implementation of the above policies. Accordingly, the Connected Guarantees could not be released and replaced by guarantees by the Company and/or its subsidiaries in favour of the respective lending banks.

 

The following table sets forth the details and updates on the financial assistance provided by Mr. LI Feilie and/or companies controlled by him (excluding the Company) to the Group as at the Latest Practicable Date (as set out in the Listing Document) and as at the date of this announcement, respectively:

 

Borrower  Lender 

Date of

loan agreement

 

Loan amount

(RMB)

  

Current

Interest rate

    Purpose    Term 

Outstanding

loan amount

as at the

Latest

Practicable

Date (RMB)

  

Outstanding

loan amount

as at the

date of this

announcement

(RMB)

  

Connected

person

providing

guarantee

 

Security

provided by

the Company

in respect of

the financial

assistance

 

Latest update

as at the

date of this

announcement

                                     
Guizhou Puxin 

China Merchants

Bank, Guiyang

Branch

  29 January 2013   20,000,000  

7.80%

(fixed)

 

General

working

capital and

financing

the inter-company

purchase of

coal

 

29 January 2013 – 28 January 2014

   20,000,000    –   WFID  Nil 

The loan amount and interest were repaid in full on 22 January 2014

                                        
Guizhou Puxin 

China Merchants

Bank, Guiyang

Branch

 

27 February 2013

(as renewed

on 27 February

2014)

   30,000,000  

7.80%

(fixed)

 

Financing

the inter-company

purchase of coal

 

27 February

2013 – 26

February 2014

(as renewed 27

February 2014

– 26 February

2015)

   30,000,000    30,000,000   WFID  Nil 

The loan amount and interest were repaid in full on 26 February 2014 and renewed on 27 February 2014

                                        
Guizhou Dayun 

China Merchants

Bank, Guiyang

Branch

 

19 December

2011

   300,000,000  

8.52%

(floating)

 

Financing

the construction

of Dayun Coal Mine

 

20 December

2011 – 19

December 2017

   180,000,000    180,000,000  

Mr. LI Feilie

and Feishang

Enterprise

  Nil 

Receipt of written reply that the relevant administrative procedures could not be completed for the time being

                                        
Xinsong Coal 

China Minsheng

Bank, Chongqing

Branch

  5 May 2011   50,000,000  

8.00%

(floating)

 

Financing

the improvement

project of

Liujiaba

Coal Mine

 

5 May 2011 –

5 May 2014

   45,000,000    –   WFID  Nil 

The last instalment of loan amount and interest were repaid in full on 5 May 2014

 

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Borrower  Lender  Date of
loan agreement		  Loan amount
(RMB)		   Current
Interest rate		     Purpose    Term   Outstanding
loan amount
as at the
Latest
Practicable
Date (RMB)		   Outstanding
loan amount
as at the
date of this
announcement
(RMB)		   Connected
person
providing
guarantee		  Security
provided by
the Company
in respect of
the financial
assistance		  Latest update
as at the
date of this
announcement
                                     
Dayuan Coal  Bank of
Communications, Guizhou Branch		  26 June 2012   100,000,000   8.00%
(floating)		  Ramp-up of Dayuan Coal Mine  26 June 2012 – 26 June 2015   94,700,000    92,550,000   WFID and
Mr. LI Feilie		  Nil  Receipt of verbal response that the relevant administrative procedures could not be completed for the time being
                                        
Guizhou Dayun  Industrial and Commercial Bank of China, Jinsha Branch  17 December
2012		   150,000,000   7.21%
(floating)		  Financing the construction of Dayun Coal Mine  26 December 2012 – 25 December 2018   10,000,000    90,000,000   Feishang
Enterprise		  Nil  Receipt of written reply that the relevant administrative procedures could not be completed for the time being
                                        
Guizhou Puxin  China
Everbright Bank, Guiyang Branch		  4 February 2013   20,000,000   6.30%
(fixed)		  Financing the inter-company purchase of coal  4 February 2013 – 3 February 2014   20,000,000    –   Mr. LI Feilie
and Feishang
Enterprise		  Nil  The loan amount and interest were repaid in full on 23 January 2014
                                        
Linjiaao Coal  Bank of
Chongqing,
Guiyang Branch		  23 August 2011   90,000,000   6.40%
(floating)		  Financing the improvement project of Linjiaao Coal
Mine		  24 August 2011 – 23 August 2015   82,000,000    70,000,000   WFID and
Mr. LI Feilie		  Nil  Receipt of verbal response that the relevant administrative procedures could not be completed for the time being
                                        
Guizhou Puxin  Bank of
Chongqing,
Guiyang Branch		  29 March 2013   50,000,000   8.40%
(fixed)		  General working capital and financing the inter-company purchase of coal  29 March 2013 – 28 March 2014    50,000,000    –   Feishang
Enterprise		  Nil  The loan amount and interest were repaid in full on 28 March 2014
                                        
Guizhou Puxin  Huachuang
Securities through
Guizhou Bank,
Guiyang Branch		  13 May 2013   300,000,000   8.00%
(fixed)		  General working capital, financing the acquisition of mines and the settlement of debts  14 May 2013 – 13 May 2015    300,000,000    300,000,000   Mr. LI Feilie, Feishang Enterprise and Feishang Energy  Nil  Receipt of written reply that the relevant administrative procedures could not be completed for the time being

 

3
 

 

Borrower  Lender  Date of
loan agreement		  Loan amount
(RMB)		   Current
Interest rate		    Purpose    Term  Outstanding
loan amount
as at the
Latest
Practicable
Date (RMB)		   Outstanding
loan amount
as at the
date of this
announcement
(RMB)		   Connected
person
providing
guarantee		  Security
provided by
the Company
in respect of
the financial
assistance		  Latest update
as at the
date of this
announcement
                                     
Guizhou Puxin  China Minsheng Bank, Chongqing Branch  14 August 2013   100,000,000   6.60%
(floating)		  Financing the inter-company purchase of coal  15 August
2013 – 15
August 2014		   100,000,000    100,000,000   WFID  Nil  Receipt of
verbal response that the relevant administrative procedures could not be completed for the time being
                                        
Guizhou Puxin  China Minsheng Bank, Chongqing Branch  17 October 2013   150,000,000   6.00%
(floating)		  General working capital  17 October
2013 – 17
October 2014		   150,000,000    150,000,000   WFID  Nil  Receipt of verbal response that the relevant administrative procedures could not be completed for the time being
                                        
Guizhou Puxin  China Everbright Bank, Guiyang Branch  20 October 2013   30,000,000   6.72%
(fixed)		  Financing the purchase of coal  22 October
2013 – 21
April 2014		   30,000,000    –   Feishang
Enterprise		  Nil  The loan amount and interest were repaid in full on 21 April 2014
                                        
Total         1,390,000,000             1,111,700,000    1,012,550,000          

 

As at the date of this announcement, save for those loan amounts and interests which had been repaid in full by the Group according to the term of loan agreements as set out in the above table, all the other Connected Guarantees remain continued and constitute financial assistance provided by the connected persons of the Company. The Directors are of the view that the continuation of the Connected Guarantees, being financial assistance for the benefit of the Group, are fair and reasonable, on normal commercial terms and in the interest of the Company and its shareholders as a whole. No security over the Company’s assets is granted to the connected persons in respect of such financial assistance. Accordingly, the continuation of the Connected Guarantees is exempt from compliance with the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.65(4) of the Listing Rules.

 

As at the date of this announcement, none of lending banks has withdrawn any loan facilities to the Group or has requested the Group to repay any outstanding loans and interest accrued thereon earlier than the maturity dates.

 

Further announcement(s) will be made by the Company if and when there is any material progress or development on the replacement of the Connected Guarantees by guarantees to be provided by the Company.

 

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The Board confirms that the contents of this announcement do not contain any false statements, misleading representations or material omissions, and all of the Directors jointly and severally accept responsibility as to the truthfulness, accuracy and completeness of the contents of this announcement.

 

Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

 

By order of the Board

FEISHANG ANTHRACITE RESOURCES LIMITED

LI Feilie

Chairman

 

Hong Kong, 25 June 2014

 

As at the date of this announcement, the executive directors of the Company are LI Feilie, HAN Weibing, WAN Huojin, TAM Cheuk Ho and WONG Wah On Edward and the independent non-executive directors of the Company are LO Kin Cheung, HUANG Zuye and GU Jianshe.

  

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