Securities code: Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) securities abbreviation: Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) Announcement No.: pro 2022013 Beijing Capital Eco-Environment Protection Group Co.Ltd(600008)
Asset sale announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Brief content of the transaction: Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) (the "company" or "shouchuang environmental") the holding subsidiary BCG NZ Investment Holding Limited ("the seller") of shouchuang environmental Holding Co., Ltd., the holding subsidiary of Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) ("the company") intends to transfer 100% equity of Beijing Capital Group NZ Investment Holding Limited ("the subject company"). The seller determines the final buyer through the non-public multi-party comparison and bidding process. The buyer is Tui BIDCO limited, and the enterprise value of the target company is NZ $1.9 billion.
This transaction does not constitute a connected transaction
This transaction does not constitute a major asset restructuring
There are no major legal obstacles to the implementation of the transaction
The implementation of the transaction needs to be approved by the general meeting of shareholders of the company
This transaction has been deliberated and approved by the third extraordinary meeting of the eighth board of directors in 2022. Special risk tips: this transaction still needs to be approved by the general meeting of shareholders of the company, the general meeting of shareholders of capital environment Holdings Limited (Cayman) (Capital Environment Holdings Limited (Cayman Islands), hk03989, "Hong Kong listed company") and relevant approvals required by New Zealand laws. The subject of this transaction involves Hong Kong Special Administrative Region ("Hong Kong"), New Zealand and other places, and there are relevant legal and policy risks, tax risks and exchange rate fluctuation risks of cross-border transactions.
1、 Transaction overview
The third extraordinary meeting of the eighth board of directors of the company in 2022 deliberated and adopted the "on BCG NZ"
The proposal of investment holding limited to transfer 100% equity of Beijing Capital Group NZ investment holding limited agrees that BCG NZ investment holding limited, the holding subsidiary of shouchuang environment Holding Co., Ltd., the holding subsidiary of the company, transfers its 100% equity of Beijing Capital Group NZ Investment Holding Limited ("transaction object") to a third party, and the transferee is Tui BIDCO Limited ("buyer"), The enterprise value of the subject company is NZ $1.9 billion.
This transaction needs to be submitted to the general meeting of shareholders for deliberation and approval. The implementation of the transaction and the signing of relevant agreements did not constitute a related party transaction of the company or a major asset restructuring.
2、 Introduction to the parties to the transaction
(I) introduction to the counterparty
This transaction is a market-oriented sale. The seller determines the final buyer through the non-public multi-party comparison and bidding process and on the basis of comprehensive consideration of the bidding price, payment ability and performance ability of the intended transferee.
1. Basic information of the buyer
Tui BIDCO limited, a limited company incorporated in New Zealand. Its share capital is 100 shares; The directors are benscher, Marc Lindsay and Kerr, Gavin William; The registered address and principal office address are bell Valley, level 22, Vero centre, 48 Shortland street, Auckland central, Auckland, 1010, NZ. The main shareholder is Tui TOPCO limited; The ultimate controlling shareholder is firstsentier investors (Australia) re Ltd. The company was established on March 22, 2022, specifically for this transaction. At present, it has not actually carried out business.
2. Controlling shareholder and contributor of the buyer
The buyer's ultimate controlling shareholder, first sentier investors (Australia) re Ltd ("fsiare"), is an Australian public company. FSI are is part of the global asset management business first sentier investors group; First sentier investors group is a subsidiary of Mitsubishi UFJ Financial Group, Inc. ("MUFG") listed on the Tokyo Stock Exchange and the New York Stock Exchange. Firstsentierinvestors is one of the largest investment management companies in Australia. As of December 31, 2021, it managed a fund of US $183.8 billion and has 246 investment focused employees in its offices in Sydney, New York, London, Edinburgh, Dublin, Paris, Singapore, Frankfurt, Tokyo and Hong Kong.
FSI are contributes to the buyer as trustee of the following funds (the "funds"), including: (1) 85% of the global diversified Infrastructure Fund (Australia), which is part of the global diversified Infrastructure Fund (gdif), and (2) 15% of the first sensor
Investors infrastructure income fund and first sentier investors active infrastructure income fund, which is a fixed investment fund structure (IIF / AIIF). These funds are established to invest in unlisted economic infrastructure enterprises in OECD countries.
3. Financial situation
The buyer was established on March 22, 2022, specifically for this transaction. At present, there is no financial data; As of March 31, 2022, its financial statements did not show any assets.
The key financial data of gdif and IIF / AIIF funds in the past three years are as follows:
GDIF 202112-31 202012-31 201912-31
Total assets, USD / million 4389.7 3668.7 2550.5
Total assets, USD / million 4296.3 3628.0 2383.8
According to the confirmation of FSI are, the annual operating income of gdif fund has always exceeded US $180 million and the net profit after tax has exceeded US $150 million in the past three fiscal years (with December 31 as the end of the fiscal year).
IIF/AIIF 202112-31 202012-31 201912-31
Total assets, aud / million 727.1 685.1 614.1
Net assets, aud / million 715.5 672.7 602.5
According to the confirmation of fsiare, IIF / AIIF has always had an annual operating revenue of more than $45 million and a net profit after tax of more than $35 million in the past three fiscal years (with June 30 as the end of the fiscal year).
The funds to support the buyer in fulfilling its obligations under the equity transfer agreement are provided by gdif and IIF / AIIF funds. After investigation and understanding of the buyer, it is considered that the buyer's daily business activities are normal, and its investor's fund has been in good financial condition in the last three years and has the ability to perform in accordance with the agreement. There is no other relationship between the buyer and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of transaction object
(I) basic information of the transaction object
The transaction object of this transaction is 100% equity of the target company. The property right of the transaction object is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. The seller holds 100% equity of the subject company.
(II) basic information of the target company
Beijing Capital Group NZ Investment Holding Limited is a limited company incorporated in New Zealand. It was established on May 20, 2014 and has 209987540 issued and paid in shares
Ordinary shares with 100% equity held by the seller; Registered address: 318 East Tamaki Road, East Tamaki, Auckland, 2013, New Zealand; Business scope: provide resource restoration, recycling, storage and waste treatment services through the operation subject. After this transfer, the seller will no longer hold the equity of the subject company. Waste management NZ Limited is the main operating body of the target company and a wholly-owned subsidiary of the target company engaged in actual business activities. It is a limited company incorporated in New Zealand. It was established on April 5, 2006 and has 2500000 issued and paid in ordinary shares. The target company holds 100% of its equity and is engaged in collecting, recycling and Collection and treatment services for landfill solid waste and liquid and hazardous waste; Registered address: 318, East Road, zemaki, 2013.
(III) the equity structure of the target company is as follows:
Beijing Capital Venture Group Co., Ltd
46.37%
Beijing shouchuang ecological environmental protection group
Co., Ltd. 100%
(A-share listed company) 0.68%
100% pioneering Huaxing International Investment
Capital (Hong Kong) Limited
45.11% 21.80% capital environment Holding Co., Ltd
(Hong Kong listed company)
49% 51%
BCG NZ Investment Holding
Limited
100%
Beijing Capital Group NZ
Investment Holding Limited
100%
Waste Management NZ Limited
(IV) financial situation:
The financial data (unaudited data) of the subject company in 2021 are listed in the following table:
(unit: RMB)
December 31, 2021
Total assets 751174011634
Total liabilities 6173339,
