you are a bit behind on the info:
SSE Announcement:https://static.sse.com.cn/disclosure/listedinfo/announcement/c/new/2024-07-27/603077_20240727_5P4O.pdfTranslation by ChatGPT:Stock Code:603077
Stock Abbreviation:Hebang Biotech
Announcement Number:2024-059
Sichuan Hebang Biotechnology Co., Ltd.
Announcement on the Progress of External Investment by Wholly-Owned Subsidiary
I. Overview of External Investment
On December 5, 2023, Sichuan Hebang Biotechnology Co., Ltd. (hereinafter referred to as the "Company") disclosed details regarding its wholly-owned subsidiary, Hebang Biotechnology (Hong Kong) Investment Co., Ltd. (hereinafter referred to as "Hebang Hong Kong"), and its intention to subscribe to shares of the Australian listed company Avenira Limited (hereinafter referred to as "AEV"). For specific details, please refer to the relevant announcement disclosed by the Company on the Shanghai Stock Exchange website (http://www.sse.com.cn) and designated media (Announcement No. 2023-79).
As of July 25, 2024, Hebang Hong Kong holds 255,608,182 ordinary shares of AEV, accounting for 10.88% of its issued and outstanding ordinary shares.
On July 25, 2024, Hebang Hong Kong signed a "Terms Sheet Strategic Placement" (hereinafter referred to as the "Agreement") with AEV, aiming to achieve control over AEV through increasing its shareholding and making additional investments in AEV. The investment funds for this transaction come from Hebang Hong Kong's own resources.
II. Progress of External Investment
AEV possesses the largest high-quality phosphate resources in Australia and mining licenses in the Northern Territory of Australia, and has plans for the development of phosphate mines, investment, and construction of a yellow phosphorus factory, including land use.
AEV is a mineral resource company with the following mineral resources in Australia:
- Phosphate Mine: Exploration rights, mining rights, with a resource reserve of approximately 533 million tons;
- Gold Mine: Exploration rights, covering an approximate exploration area of 1,724 square kilometers.
To effectively enhance the value of AEV's mineral resources, the Company decided to subscribe for additional shares through Hebang Hong Kong to achieve control over AEV.
This additional investment is within the decision-making authority of the company's management and does not require submission to the company's board of directors and shareholders' meeting for deliberation.
The main contents of the Agreement are as follows:
The Company's Board of Directors and all directors ensure that there are no false records, misleading statements, or major omissions in this announcement and assume legal responsibility for the authenticity, accuracy, and completeness of its contents.
AEV will issue shares to Hebang Hong Kong at an issue price of AUD 0.006 per share in two stages, with a total subscription amount of approximately AUD 4.5 million by Hebang Hong Kong.
(1) First Stage: AEV will issue 285 million shares, and Hebang Hong Kong will subscribe for an amount of AUD 1.7 million.
Upon the completion of the first-stage placement, Hebang Hong Kong will reorganize AEV's Board of Directors, obtaining three board seats, with one of Hebang Hong Kong's appointed directors serving as the Chairman of the Board. Additionally, the CEO of AEV will be a director appointed by Hebang Hong Kong, while the CFO will also be appointed by Hebang Hong Kong.
(2) Second Stage: After the reorganization of the Board of Directors and management, 465 million shares will be issued in the second stage, with Hebang Hong Kong subscribing for a total amount of AUD 2.79 million.
After completing the first-stage placement and the reorganization of the Board of Directors and management, AEV will become a subsidiary controlled by the Company.
To quickly capitalize on AEV's mineral resource benefits, Hebang Hong Kong will also provide interest-bearing loans to AEV as a controlled subsidiary of the Company to support the rapid completion of the phosphate project development.
The above investment arrangements will be implemented according to each stage's progress, and the Company will fulfill the necessary approval procedures and disclose information in a timely manner per relevant regulatory requirements.
III. Risk Analysis
1. Legal and Policy Risks
The investment target, AEV, is a foreign listed company governed by Australian laws. The Company has engaged local Australian legal counsel to participate in the entire investment process. However, certain unforeseeable factors may lead to investment risks related to laws and policies that are not anticipated by the Company or its legal advisors, resulting in outcomes that fall short of expectations.
After Hebang Hong Kong gains control of AEV in the first stage, there are plans to further increase the shareholding significantly. According to current Australian policies and regulations, additional approvals or permissions from relevant authorities may be required, posing the risk that such approvals may not be obtained.
2. Market Risks
The Company's investment in phosphate and gold mineral resources is based on favorable current market conditions for these commodities. However, there remains the risk that fluctuations in market prices, mining development progress, and operational challenges could lead to investment outcomes that do not meet expectations.
3. Project Operation Risks
The Company's investment decision in AEV is based on existing information, following the principle of prudence. This includes, but is not limited to, conducting site inspections, product testing, and commissioning mineral design and exploration companies for verification. Nevertheless, factors such as project development progress may still result in operational outcomes that do not meet investment expectations.
4. Exchange Rate Fluctuation Risks
If future business transactions occur between the Company and AEV, involving foreign exchange settlement, there is a risk of exchange rate fluctuations.
This announcement is hereby made.
Board of Directors
Sichuan Hebang Biotechnology Co., Ltd.
July 27, 2024
(20min delay)