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China Mining International proposes name change and diversifying into agriculture
CHINA Mining International has proposed a slew of changes, among them a diversification into agriculture, an acquisition of a majority stake in such a company for S$37.2 million in this field and a change of name to Zhongnong Huasheng International.
In a Singapore Exchange filing on Wednesday night, the company said that it would no longer actively undertake activities related to exploring, mining and trading apart from holding its shareholding interests in its exploration and mining assets and joint ventures.
This is following the expiry of a long-stop date on June 30 to fulfil conditions precedent in a sale-and-purchase agreement with China Geological Exploration Holdings Limited, Guide True Limited, China Shoushan Wealth Management Group Co Limited and Violet Enterprises (Canada) Inc.
The company, which is involved in investment holding and property development as well as the exploration and mining of mineral resources, said it plans to invest and participate in agricultural cultivation and production in the agriculture and ecotourism industries.
This is so as to gain from their growth prospects and build diversified returns and long-term growth, keeping in mind "market challenges" facing its current core business.
As its first foray into this area, it has also entered into a conditional share transfer agreement with the company and the board's executive chairman Guo Yinghui and a substantial shareholder for 63.11 per cent of the registered capital of Henan Zhongnong Huasheng Agricultural Science and Technology for S$37.2 million.
This will be satisfied by way of the issue and allotment to the seller's nominee of 143,076,923 consideration shares at an issue price of S$0.26 per share and constituting approximately 49.38 per cent of the enlarged issued and paid-up share capital of the company upon completion.
This constitutes an interested person transaction.
Henan Zhongnong Huasheng Agricultural Science and Technology cultivates and sells the fruit and seedling of the Heyin Soft Seed Pomegranate in Henan in China. It has several land circulation arrangements with local farming committees and is venturing into ecotourism as well.
As one of the conditions for the sale, it will apply to the Securities Industry Council for a waiver to Mr Guo and his concert parties which would otherwise be obliged to make a mandatory general offer for shares not already owned or controlled by them.
At an extraordinary general meeting to be convened, approval will be sought for the business diversification, acquisition and allotment of consideration shares, and a whitewash resolution from independent shareholders for their waiver of rights to receive this mandatory general offer.
The company is also proposing a name change from China Mining International Limited to Zhongnong Huasheng International to reflect its business activities.
The company's shares last closed on July 17 at S$0.29.