Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hon - PDF document

1 Hong Kong Exchanges and Clearing Limited
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 SUCHUANG GAS CORPORATION LIMITED(Incorporated in the Cayman Islands with limited liability)VOLUNTARY ANNOUNCEMENTCAPITAL INJECTION TO BEIJING BEILUN ENERGY TECHNOLOGY CO., LTD.* This is a voluntary announcement made by the Company.CAPITAL INCREASEOn 8 May 2018 (after trading hours), Suchuang Shanghai, a wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with the Target Company and the Original Contributors, pursuant to which Suchuang Shanghai agreed to contribute RMB17,500,000 Mr. Zhang, acting as a Guarantor, agrees to bear unlimited joint and several liability in connection with the profit guarantee from the date of the Investment in Equity Interest and Profit Guarantee Agreement. In addition, prior to the completion of the Equity Transfer, the Guarantors also include the Original Contributors. After the completion of the Equity Transfer, t

2 he Guarantor also includes To the best k
he Guarantor also includes To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the Original Contributors, Shanghai Juwu and Mr. Zhang are Independent Third Parties.The Target Company is a company established in the PRC on 20 October 2015 with limited liability. It is principally engaged in natural gas clean heating services (not involving heat production using coal and oil as fuel) and gas business (limited to sale of natural gas).REASONS AND BENEFITS OF THE CAPITAL INCREASEThe Directors believe that the capital injection in the Target Company brings the Company’s and the Target Company’s respective advantages of resources into play, which provides strong support to the urban development of clean gas heating projects and distributive energy projects. This also represents progress in the Company’s transition to an integrated clean energy provider.As all the applicable percentage ratios of the Transaction are lower than 5%, the Transaction does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.In this announcement, the following expressions have the following meanings unless the context the board of directors

3 of the Company“Capital Increase Agr
of the Company“Capital Increase Agreement”the capital increase and shareholders agreement dated 8 May 2018 entered into among Suchuang Shanghai, the Original Contributors and the Target Company relating to the Transaction“Company”Suchuang Gas Corporation Limited, a company incorporated in the Cayman Islands with limited liability and the shares director(s) of the Companythe guarantors of the Target Company’s Net Profit Target “Independent Third Parties”the Company or its connected persons (as defined under the “Investment in Equity Interest and Profit Guarantee the investment in equity interest and profit guarantee agreement Original Contributors, Shanghai Juwu and Mr. Zhang relating to the TransactionThe Rules Governing the Listing of Securities on the Stock “Mr. Zhang”Mr. Zhang Lisi (), the legal representative of Shanghai “Original Contributors”Ms. Ma Jingyun () and Mr. Yu Xiang (), being the holders of 100% equity interest of the Target Company immediately prior to the entering of the Capital Increase Agreement. Ms. Ma Jingyun () is a cousin of Mr. Yu The People’s Republic of China which, for the purpose of this announcement, excludes the Hong Kong

4 Special Administrative Region, the Macau
Special Administrative Region, the Macau Special Administrative Region and TaiwanRenminbi, the lawful currency of the PRC(Shanghai Juwu Energy Technology Co., Ltd.*), a company established in the PRC The Stock Exchange of Hong Kong Limitedᘽ௴ዷं€ɪऎϞࠢʮ̡(Suchuang Gas (Shanghai) Co., Ltd.*), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company“Target Company”(Beijing Beilun Energy Technology Co., Ltd.*), a company established in the PRC “Transaction”the transaction in which Suchuang Shanghai subscribed for a registered capital in the Target Company in the amount of to the Capital Increase AgreementSuchuang Gas Corporation LimitedSU ApingTaicang City, Suzhou, Jiangsu Province, PRC, 8 May 2018As at the date of this announcement, the executive Directors are Mr. Su Aping, Ms. Zhu Yaying, Ms. Su Yi and Mr. Du Shaozhou; the non-executive Directors are Mr. Xu Lei and Mr. Zhuang Jianhao; and the independent non-executive Directors are Mr. Zhou Qingzu, Mr. Zhu Tong and Mr. Luk Wai Keung.The English translation of Chinese names is included for information purposes only and should not be regarded as their official English translation.