REG - Zhejiang Yongtai - Publication of a Prospectus

China Securities CoAnnouncement

06/07/2023 11:45

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RNS Number : 2019F  Zhejiang Yongtai Technology Co Ltd  06 July 2023

Publication of a Prospectus

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA, THE PEOPLE'S REPUBLIC OF CHINA OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE PEOPLE'S
REPUBLIC OF CHINA.

Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except solely on the basis of the
information contained in the prospectus (the "Prospectus"), including the risk
factors set out therein, published by Zhejiang Yongtai Technology Co., Ltd.
(the "Company") in connection with the offer of global depositary receipts
("GDRs") representing the Company's A shares (the "Offer GDRs") and the
proposed admission of such GDRs to the standard listing segment of the
Official List of the United Kingdom Financial Conduct Authority (the "FCA")
and to trading on the Stock Connect segment of the main market for listed
securities (the "Main Market") of London Stock Exchange plc (the "LSE")
(together, the "Admission"). A copy of the Prospectus will shortly be
available for inspection on the Company's website at
http://www.yongtaitech.com, subject to certain access restrictions.

6 July 2023

ZHEJIANG YONGTAI TECHNOLOGY CO., LTD.

(a joint stock company established under the laws of the People's Republic of
China with limited liability)

Announcement of Publication of Prospectus

Zhejiang Yongtai Technology Co., Ltd. ("Yongtai" or the "Company", and
together with its subsidiaries, the "Group"), a leading manufacturer of
fluorine-containing fine chemicals, announces that its prospectus in
connection with its offering of GDRs representing A shares of the Company (the
"Offering") has today been approved by the FCA.

The Prospectus will shortly be submitted to the National Storage Mechanism and
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy will also be
available shortly on the Company's website at http://www.yongtaitech.com,
subject to certain access restrictions, and at the Company's registered office
located at located at No. 1 Donghai Fifth Avenue, Linhai Park, Zhejiang
Chemical API Base, Zhejiang Province, China.

Huatai Financial Holdings (Hong Kong) Limited is acting as sole global
co-ordinator (the "Sole Global Co-ordinator") and joint bookrunner, and China
Securities (International) Corporate Finance Company Limited and CLSA Limited
are acting as joint bookrunners (together with the Sole Global Co-ordinator,
the "Joint Bookrunners").

Overview of the Group

The Group is a leading manufacturer of fluorine-containing fine chemicals, and
is one of the few enterprises in the industry that operates in both inorganic
fluorochemical and organic fluorochemical industries. The Group has built up
vertically integrated industry chains with a rich product portfolio and matrix
covering the upstream, midstream and downstream sectors in the industries it
operates in.

The Group has a horizontally diversified business structure covering
performance materials (new energy lithium battery materials and liquid crystal
materials), pharmaceutical products, crop science products and trading
business.

·      Performance Materials (New Energy Lithium Battery Materials and
Liquid Crystal Materials) Business: By expanding to upstream lithium fluoride
raw materials and downstream electrolyte products, the Group has formed a
vertically integrated industrial chain covering products from upstream raw
materials for lithium salts, to lithium salts, additives and electrolyte
solutions. The Group's performance materials (new energy lithium battery
materials and liquid crystal materials) mainly include new energy lithium
battery material products (LiPF6 (lithium hexafluorophosphate), LiFSI (lithium
bis (fluorosulfonyl) imide), VC (vinylene carbonate), FEC (fluoroethylene
carbonate), electrolyte solutions) and fluoro liquid-crystal intermediates.

 

·      Pharmaceutical Product Business: By expanding to high value-added
downstream sectors, such as active pharmaceutical ingredients ("APIs") and
finished dosages, the Group has developed a vertically integrated industrial
chain covering key pharmaceutical fluorine-containing intermediates,
pharmaceutical APIs and pharmaceutical finished dosages in the fields of
cardiovascular, diabetes, central nervous system, anti-infection, and
anti-virus.

 

·      Crop Science Product Business: By expanding to high value-added
downstream sectors, such as active crop science ingredients ("AIs") and crop
science formulations, the Group has developed a vertically integrated
industrial chain covering crop science intermediates, crop science AIs and
formulations including fluorinated herbicides, fungicides and insecticides.

 

·      Trading Business: The Group also conducts trading business, the
business models for which include a contract manufacturing organisation model.
The Group's subsidiary Shanghai E-tong Chemical Co., Ltd. ("Shanghai E-tong")
provides technical or financial support to domestic manufacturers to produce
designated AIs and formulations, and then sells the products to domestic and
overseas customers. The Group also adopts an original equipment manufacturing
model, whereby Shanghai E-tong delegates domestic manufacturers to produce
formulations with Shanghai E-tong's brand and mainly sells products to
overseas markets such as Indonesia and Nigeria. Meanwhile, Shanghai E-tong
also purchases crop science products and other fine chemicals in China and
resells them to domestic and overseas trading companies and end-customers.

For the years ended 31 December 2020, 2021, 2022 and three months ended 31
March 2022 and 2023, the Group's total operating income was RMB3,450.3
million, RMB4,468.7 million, RMB6,336.2 million, RMB1,737.3 million and
RMB1,005.9 million, respectively. During the same period, the Group's total
net profit was RMB77.7 million, RMB332.2 million, RMB659.6 million, RMB433.5
million and RMB17.0 million, and its return on equity was 3.7%, 8.1%, 16.0%,
11.0% and 0.4%, respectively, providing a good return to the Group's
shareholders.

Corporate Information

Zhejiang Yongtai Technology Co., Ltd. is a joint stock company with limited
liability established pursuant to the Company Law of the People's Republic of
China (the "PRC").

The Company's registered office is located at No. 1 Donghai Fifth Avenue,
Linhai Park, Zhejiang Chemical API Base, Zhejiang Province, China.

For further information, please visit the website of the Company at
http://www.yongtaitech.com, or contact +86 0576-85588006.

Disclaimer / Forward Looking Statements

The contents of this announcement have been prepared by and are the sole
responsibility of the Company.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete nor does it constitute or form
part of any invitation or inducement to engage in investment activity, nor
does it constitute an offer or invitation to buy any securities in any
jurisdiction including the United States, or a recommendation in respect of
buying, holding or selling any securities. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan, South Africa, the People's Republic of China or any
other jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction. The distribution of this announcement may be
restricted by laws in certain jurisdictions and persons into whose possession
any document or other information referred to herein come should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

This announcement does not constitute or form part of any offering, is not an
offer to sell, or solicitation of an offer to purchase, buy, acquire or
subscribe for, or otherwise invest in, any securities to any person in any
jurisdiction, including without limitation those in the United States
(including its territories and possessions, any state of the United States and
the District of Columbia), Australia, Canada, Japan, South Africa, the
People's Republic of China or in any other jurisdiction in which such offer or
solicitation would be unlawful. The Offer GDRs have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any State of the United States and may not be
offered or sold in the United States unless registered under the Securities
Act or pursuant to or an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any applicable state
or local securities law. The Company has not made and does not intend to make
any public offer of securities in any jurisdiction, including, without
limitation, in the United States.

For persons in any member state of the European Economic Area (the "EEA"),
this announcement is only addressed to and directed at persons who are
"qualified investors" ("Qualified Investors") within the meaning of Article
2(e) of the Regulation (EU) 2017/1129.

For persons in the United Kingdom, this announcement is only addressed to and
directed at persons who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law
as defined in the European Union (Withdrawal) Act 2018 and who (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (ii) are high net worth
entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) are
otherwise persons to whom it may otherwise lawfully be communicated (all such
persons being referred to as "relevant persons").

This announcement must not be acted on or relied on: (i) in the United
Kingdom, by persons who are not relevant persons; and (ii) in any member state
of the EEA, by persons who are not Qualified Investors. Any investment or
investment activity to which this announcement and the Prospectus relate is
available only to and will only be engaged with (i) in the United Kingdom,
relevant persons, and (ii) in any member state of the EEA, Qualified
Investors.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believe", "expect", "anticipate", "intend", "estimate", "forecast",
"project", "will", "may", "target", "should" and similar expressions, or, in
each case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the Company's current
view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the Group's
business, results of operations, financial position, liquidity, prospects,
growth and strategies. Forward-looking statements speak only as of the date
they are made.

To the fullest extent permitted under applicable laws, the Company and each of
the Joint Bookrunners and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.

Any subscription or purchase of Offer GDRs in the proposed Offering should be
made solely on the basis of information contained in the Prospectus. The
information in this announcement is subject to change. Before subscribing for
or purchasing any Offer GDRs, persons viewing this announcement should ensure
that they fully understand and accept the risks which are set out in the
Prospectus. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. This
announcement shall not form the basis of or constitute any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for any Offer GDRs or any other securities nor shall it (or any part of it) or
the fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefor.

The timing of Admission may be influenced by a variety of factors which
include market conditions. There is no guarantee that Admission will occur.
Potential investors should not base their financial decision on the Company's
intentions in relation to Admission or this announcement. Acquiring
investments to which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the Offering. The value of GDRs can
decrease as well as increase. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. Before purchasing any securities in the Company,
persons viewing this announcement should ensure that they fully understand and
accept the risks which are set out in the Prospectus. Potential investors
should consult a professional advisor as to the suitability of the Offering
for the person concerned.

None of the Company, the Joint Bookrunners or any of their respective
affiliates, or any of their or their affiliates' directors, officers,
employees, advisors or agents, accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith.

The Joint Bookrunners and their affiliates are acting exclusively for the
Company and no-one else in connection with the Offering. They will not regard
any other person as their respective clients in relation to the Offering and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for providing advice in
relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

Huatai Financial Holdings (Hong Kong) Limited, China Securities
(International) Corporate Finance Company Limited and CLSA Limited are
licensed by the Securities and Futures Commission of Hong Kong.

In connection with the Offering, the Joint Bookrunners and/or any of their
respective affiliates and/or funds managed by affiliates of the Company acting
as an investor for its or their own account(s) may subscribe for the Offer
GDRs and, in that capacity, may retain, purchase, sell, offer to sell or
otherwise deal for its or their own account(s) in such Offer GDRs, any other
securities of the Company or other related investments in connection with the
Offering or otherwise. Accordingly, any references in the Prospectus, to the
Offer GDRs being issued, offered, subscribed, acquired or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition or dealing by, the Joint Bookrunners and/or any of their
respective affiliates and/or funds managed by affiliates of the Company acting
in such capacity. In addition, certain of the Joint Bookrunners or their
affiliates may enter into financing or hedging arrangements (including swaps)
with investors in connection with which such Joint Bookrunners (or their
affiliates) may from time to time acquire, hold or dispose of GDRs. Neither
the Joint Bookrunners nor any of their respective affiliates intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.

No stabilisation will be carried out in connection with the Offering.

Unless otherwise indicated, market, industry and competitive position data are
estimates (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Company ascertained the underlying economic assumptions relied upon therein.

Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Company's website are not
incorporated by reference into, and do not form part of, this announcement.

 

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