E-Commodities Holdings Limited (1733) has released details of continuing connected transactions involving two key contracts: a Settlement Agreement and a Payment Agreement. These agreements are part of a strategic alliance with Bridge Mining for integrated coal mining, logistics, and off-take services, focusing on resources sourced from Terra Mine in Mongolia.
Under the Settlement Agreement, a subsidiary of Xianghui Energy (held 51% by Xiangyu Joint Stock) will remit part of its coal purchase payments directly to a wholly-owned subsidiary of E-Commodities Holdings to offset mining service fees owed by the mine owner. The agreement caps for this arrangement amount to HK$35 million for the period ending 31 December 2025 and HK$650 million for the year ending 31 December 2026.
Simultaneously, under the Payment Agreement, the same Xianghui Energy subsidiary will settle coal transportation fees directly with another E-Commodities Holdings subsidiary, reducing the obligations of the mine owner. The yearly caps for these direct transportation payments stand at HK$4 million (period ending 31 December 2025) and HK$265 million (year ending 31 December 2026).
Xiangyu Joint Stock is a substantial shareholder of two indirect non-wholly owned subsidiaries of E-Commodities Holdings and is thus deemed a connected person at the subsidiary level. The Board has approved these transactions, and the independent non-executive directors have confirmed their fairness and commercial reasonableness. As the relevant size tests exceed 5% but other exemptions under Rule 14A.101 apply, only reporting, announcement, and annual review requirements are triggered, with no need for a shareholders’ circular or independent financial advisor. The primary goal is to streamline payment flows and bolster operational efficiency in mining, logistics, and off-take services.
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