China Resources Gas Group Limited (“China Resources Gas”) announced that its indirect wholly owned subsidiary, CR Supercharge Technology, has signed a share transfer agreement to purchase 100% of CR Energy Service from CR Financial Leasing for approximately RMB91.52 million.
The consideration will be settled entirely in cash using internal resources. Payment is split into two tranches: an initial 80% (about RMB73.22 million) payable within 10 working days after specified conditions—such as completion of equity registration changes, deregistration or divestment of a minority interest, and debt repayment—are met; the remaining 20% (about RMB18.30 million) will be paid within 10 working days after a post-completion Transition Audit confirms the final equity position.
The transaction is classified as a connected transaction under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio exceeds 0.1% but is below 5%, the deal requires a public announcement but is exempt from circular, independent financial advice, and shareholder approval.
CR Energy Service, a PRC-incorporated company focused on new-energy power station construction and contract energy management, reported profit after tax of RMB5.96 million in 2024 and RMB5.18 million in 2023. Consolidated audited net assets stood at RMB76.31 million as of 31 December 2024. The RMB91.52 million purchase price equals the independent valuer’s income-based appraisal, implying a 19.93% premium to net asset book value. The vendor’s original investment cost was approximately RMB50.39 million.
Upon completion, CR Energy Service will become an indirect wholly owned subsidiary of China Resources Gas. Management expects the acquisition to enhance the group’s strategic push into distributed photovoltaic power generation and broaden its capabilities in carbon and energy management services, aligning with China’s policy focus on cleaner energy.
KPMG has confirmed that the discounted cash-flow calculations underpinning the valuation were properly compiled, and the board of China Resources Gas has stated that the profit forecast was made after due and careful enquiry.
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