Yuexiu Transport Infrastructure (YUEXIUTRANSPORT) disclosed that its wholly owned subsidiary, Guangzhou Yuedong New Energy Technology Investment Co., Ltd. (“Yuedong New Energy”), has signed a Cooperation Agreement with ultimate parent Guangzhou Yue Xiu Holdings Limited (“GZYX”) and GZYX’s wholly-owned financial arm, Guangzhou Yuexiu Capital Holdings Co., Ltd. (“GZYX Capital”), to establish Guangzhou Yuexiu New Energy Technology Co., Ltd. (provisional name).
Key terms of the transaction are as follows:
• Capital Structure: The new joint venture (“JV Company”) will be set up in Guangzhou with registered capital of RMB 870.29 million (approximately USD 120 million). – GZYX will inject RMB 348.12 million, securing 40 % ownership. – GZYX Capital will provide RMB 261.09 million for a 30 % stake. – Yuedong New Energy will contribute an equal RMB 261.09 million, also holding 30 %. All contributions are to be paid in cash by 30 May 2031. Yuexiu Transport will fund its share entirely with internal resources. The JV will be treated as an associate and will not be consolidated into Yuexiu Transport’s financial statements.
• Business Focus: Initial investments will target wind-power generation and new-energy storage assets, aligning with China’s “dual-carbon” ambitions and the national push to build a new-type power system integrating generation, grid, load and storage. The JV’s wider scope allows for proprietary investments, R&D in emerging energy technologies, electric-vehicle charging infrastructure, and related services.
• Governance: The JV board will comprise seven directors—four nominated by GZYX, one by GZYX Capital and two by Yuedong New Energy. An investment committee of at least five members will vet new projects, requiring a two-thirds majority for approval. Dividend distribution will depend on profitability, accumulated earnings, audit opinion and capital structure.
• Strategic Rationale: Yuexiu Transport views the collaboration as a measured entry into China’s expanding new-energy sector, complementing its core expressway operations and supporting its “15th Five-Year Plan” objective of expanding into new infrastructure and green-energy businesses.
• Listing Rules: Because both GZYX (holding roughly 44.99 % of Yuexiu Transport) and GZYX Capital are connected persons, the deal is classified as a connected transaction under Hong Kong Stock Exchange Chapter 14A. The highest applicable percentage ratio is above 0.1 % but below 5 %, requiring disclosure by announcement only and exempting the company from circular, independent financial advice and shareholder approval.
No directors were required to abstain from voting on the Cooperation Agreement, and the board considers the terms fair, reasonable and in the interests of all shareholders.
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