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.

GUANGDONG ADWAY CONSTRUCTION (GROUP) HOLDINGS COMPANY LIMITED*

廣 東 愛 得 威 建 設( 集 團 )股 份 有 限 公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6189)

COMPLETION OF ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE AND GENERAL MANDATE

Reference is made to the announcements of Guangdong Adway Construction (Group) Holdings Company Limited* (the ''Company'') dated 9 May 2019, 22 May 2019 and 28 May 2019, and the circular of the Company dated 17 June 2019 (the ''Circular'') in relation to the subscription of shares in the Company. Capitalised terms used herein shall have the same meanings as defined in the Circular.

COMPLETION OF THE ISSUE OF SHARES IN THE COMPANY

The Board is pleased to announce that all of the conditions precedent under the First Domestic Share Subscription Agreement and Second Domestic Share Subscription Agreements (as amended by the Termination Agreements) (collectively, the ''Subscription Agreements'') have been fulfilled. Completion of Subscription Agreements took place on 31 July 2019 (the ''Completion''), and the First Subscription Shares and Second Subscription Shares were issued to Ningbo Yingxiang and the Subscribers respectively. The First Subscription Shares and the Second Subscription Shares, i.e., in aggregate 19,880,645 new Shares, were allotted and issued to Ningbo Yingxiang and the

Subscribers at the Subscription Price of RMB6.2 (equivalent to approximately HK$7.19Note) per Domestic Share pursuant to the terms and conditions of the

Subscription Agreements.

The gross proceeds and the net proceeds from the issue of First Subscription Shares and Second Subscription Shares are approximately RMB123,260,000 (equivalent to

approximately HK$142,953,238(Note)) and RMB123,017,377 (equivalent to approximately HK$142,671,851(Note)) respectively. The net price of each First

- 1 -

Subscription Share and Second Subscription Share is approximately RMB6.18

(equivalent to approximately HK$7.17(Note)) and RMB6.19 (equivalent to approximately HK$7.18(Note)) respectively.

As at the date of this announcement, the general partner of Ningbo Yingxiang is Shenzhen Qianhai Xingwang Investment Management Co., Ltd. Ms. Li Yuanfei, a Director, is a partner of and has control over Shenzhen Qianhai Xingwang Investment Management Co., Ltd. Being a controlled entity of Ms. Li Yuanfei, Ningbo Yingxiang is a connected person of the Company pursuant to Rule 14A.07 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Subscribers are independent of the Company and its connected persons (as defined in the Listing Rules).

The following table shows the shareholding structure of the Company (i) immediately prior to Completion; and (ii) immediately upon Completion:

Immediately prior to

Immediately upon

Completion

Completion

Percentage

Percentage

of total

of total

No. of

issued

No. of

issued

Name of Shareholder

Share class

shares held

shares

shares held

shares

Ningbo Meishan Bonded Area

Yingxiang Investment Center

(Limited Partnership) 寧波梅山

保稅港區灜享投資中心

(有限合夥)(Note 1)

Domestic Shares

-

-

12,580,645

5.22%

The Subscribers (Note 2)

Subscriber I

Domestic Shares

-

-

1,800,000

0.75%

Subscriber II

Domestic Shares

-

-

1,000,000

0.42%

Subscriber III

Domestic Shares

-

-

1,000,000

0.42%

Subscriber IV

Domestic Shares

-

-

1,000,000

0.42%

Subscriber V

Domestic Shares

-

-

1,000,000

0.42%

Subscriber VI

Domestic Shares

-

-

1,000,000

0.42%

Subscriber VII

Domestic Shares

-

-

500,000

0.21%

Holders of Domestic Shares

Ye Yujing (葉玉敬)

Domestic Shares

67,694,000

30.62%

67,694,000

28.10%

Ye Xiujin (葉秀近)

Domestic Shares

15,504,000

7.01%

15,504,000

6.44%

Shenzhen Gong Xiang Li Investment

Entity (Limited Partnership)

(深圳市共享利投資企業(有限合夥))

Domestic Shares

6,075,000

2.75%

6,075,000

2.52%

South China Sea Selected (Tianjin)

Equity Investment Fund Limited

Partnership Corporation (Limited

Partnership) (南海成長精選(天津)股

權 投資基金合夥企業(有限合夥))

Domestic Shares

17,000,000

7.69%

17,000,000

7.06%

- 2 -

Immediately prior to

Immediately upon

Completion

Completion

Percentage

Percentage

of total

of total

No. of

issued

No. of

issued

Name of Shareholder

Share class

shares held

shares

shares held

shares

Ningbo Meishan Bonded Area

Xingwang Yinghua Equity

Investment Center (Limited

Partnership) (寧波梅山保稅港區興旺

嬴 華股權投資中心(有限合夥))

Domestic Shares

10,000,000

4.52%

10,000,000

4.15%

Other Domestic Shareholders

Domestic Shares

42,014,000

19.01%

42,014,000

17.44%

Total Domestic Shares

158,287,000

71.61%

178,167,645

73.95%

International South China Investment

Fund Limited Partnership

H Shares

16,009,000

7.24%

16,009,000

6.64%

Other H Shareholders

H Shares

46,754,000

21.15%

46,754,000

19.41%

Total H Shares

62,763,000

28.39%

62,763,000

26.05%

Total issued Shares

221,050,000

100.00%

240,930,645

100.00%

Notes:

  1. Ningbo Yingxiang is a limited partnership incorporated in the PRC on 10 May 2017. As of the date of this announcement, Ningbo Yingxiang is owned as to 12%, 6%, 6%, 6%, 4.8%, 3.96%, respectively by Zhao Anchang, by Cheng Donghai, by Feng Qing, by Gu Qijun, by Cen Yinglan, by Chen Min; as to 3.6% by each of Zhang Linkui, Guo Dong, Qiao Xiuqin, Qiu Yingji, Yang Weiguang, Wang Zeliang, Xia Binquan, Ren Wei, Tang Zhiqing, Jiang Xiaochun, Zhu Weiliang, Sun Yihua, Yu Huagui, Qu Maojuan, Wang Jianping, Xia Liping, Wang Qing; and as to 0.01% by Shenzhen Qianhai Xingwang Investment Management Co., Ltd.
  2. The seven Subscribers are individual investors and are independent from and not connected with the Company and its connected persons.

Note: Conversion of Renminbi into Hong Kong dollars is based on the approximate exchange rate of RMB1 to HK$1.15977.

By order of the Board of Directors

Guangdong Adway Construction (Group) Holdings Company Limited*

Mr. Ye Yujing

Chairman, Executive Director and Chief Executive Officer

Shenzhen, the PRC, 31 July 2019

- 3 -

As of the date of this announcement, the Board of the Company comprises Mr. Ye Yujing, Mr. Liu Yilun, Ms. Ye Xiujin, Mr. Ye Guofeng, and Mr. Ye Niangting, as Executive Directors; Ms. Li Yuanfei as Non-Executive Director; and Mr. Cheung Wai Yeung Michael, Ms. Zhai Xin, and Mr. Lin Zhiyang, as Independent Non-executive Directors.

  • For identification purpose only

- 4 -

Attachments

  • Original document
  • Permalink

Disclaimer

HKEx - Hong Kong Exchanges and Clearing Ltd. published this content on 01 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 July 2019 22:19:08 UTC