GCL NEW ENERGY (00451) intends to acquire all of Hengshi Global's issued share capital for RMB 325 million.

GCL NEW ENERGY (00451) announced that on January 9, 2025, the buyer (i.e. the company) and the seller (i.e. a company wholly owned by the Chu Gongshan family trust) entered into a sale and purchase agreement. The buyer has conditionally agreed to acquire and the seller has conditionally agreed to sell the issued shares (i.e. all the issued share capital of the target company) for a total price of RMB 325 million. The price will be paid by the buyer through (i) RMB 200 million in cash, (ii) RMB 65 million by issuing and distributing shares at a price of HK$0.45 per share (1.53 billion shares), and (iii) HK$63.72 million to be paid through the issuance of convertible bonds on the completion date. The distribution and issuance of the shares and convertible shares must be approved by an ordinary resolution passed at a special general meeting of independent shareholders. Upon completion, the target company and World Ecosystem Limited will become direct wholly-owned subsidiaries of the company, and the financial performance of the target group will be consolidated into the company's financial statements. Prior to the date of this announcement, Xinjiang Oil and Gas (an indirectly held non-wholly owned subsidiary of the target company) has entered into loan agreements 1 and 2 with Jiangsu Xinjiang and Taicang Port (both ultimately non-wholly owned subsidiaries of the Chu Gongshan family trust), whereby Xinjiang Oil and Gas has provided loans 1 and 2 to Jiangsu Xinjiang and Taicang Port respectively in accordance with the terms and conditions of those agreements. Upon completion, Xinjiang Oil and Gas will become an indirectly held non-wholly owned subsidiary of the company and will continue to provide loans 1 and 2 to Jiangsu Xinjiang and Taicang Port in accordance with the terms and conditions of loan agreements 1 and 2.