ANHUI EXPRESSWAY(SH:600012) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-04-11 23:51Group 1 - The company plans to issue 49,981,889 H-shares at a price of HKD 10.45 per share, raising a total of HKD 522,310,740.05, with the entire amount to be subscribed in cash by Anhui Provincial Transportation Holding Group (Hong Kong) Co., Ltd. [2][5] - The transaction constitutes a related party transaction as Anhui Provincial Transportation Holding Group Co., Ltd. is the controlling shareholder of the company, holding 31.63% of its shares [4][47]. - The issuance has been approved by the company's board of directors and is pending approval from the shareholders' meeting [3][6]. Group 2 - The purpose of the H-share issuance is to enhance the company's capital strength and support its main business development in the highway sector, with approximately 50% of the raised funds allocated for highway investments and the other 50% for cash dividends [5][22]. - The company has not conducted any related party transactions with the same related party in the past 12 months prior to this announcement [7][30]. - The issuance will not change the company's main business or significantly impact its assets [22]. Group 3 - The related party, Anhui Provincial Transportation Holding Group (Hong Kong) Co., Ltd., was established in September 2013 and is a wholly-owned subsidiary of Anhui Provincial Transportation Holding Group, with a registered capital of USD 24.8 million [8]. - The financial data for Anhui Provincial Transportation Holding Group (Hong Kong) Co., Ltd. shows an unaudited revenue of RMB 197 million and a net profit of RMB -4 million for 2024, with total assets of RMB 5.899 billion and net assets of RMB 316 million as of the end of 2024 [9]. Group 4 - The issuance price of HKD 10.45 per share complies with the regulations set by the Hong Kong Stock Exchange and is based on the higher of the closing price on the signing date or the average closing price over the previous five trading days [14]. - The subscription agreement includes a lock-up period of 18 months from the date of delivery, during which the related party cannot sell the subscribed shares [19]. Group 5 - The board of directors has authorized the establishment of an independent director committee to provide independent opinions on the transaction to the shareholders' meeting [49]. - The company has developed a shareholder return plan for 2025-2027, emphasizing cash dividends and maintaining a stable profit distribution policy [52][34].