PetroChina entered into the Transaction Agreements with PipeChina on 23 July 2020, pursuant to which the Group has agreed to sell, and PipeChina has agreed to purchase, the Target Assets, the consideration of which will be satisfied
(i) through equity interest in PipeChina and
(ii) (ii) in cash.
Upon completion of the Transactions and other transactions that PipeChina is undertaking simultaneously with other investors in PipeChina, PipeChina will become an associated company of the Company.
Listing Rules Implications
The Transactions involve the Proposed Disposal (in respect of the disposal of the Target Assets) and the Proposed Subscription (in respect of the subscription for equity interest in PipeChina).
As the highest of the applicable percentage ratios under the Hong Kong Listing Rules in respect of the Proposed Disposal is more than 25% but less than 75%, such transactions constitute a major transaction of the Company. As the highest of the applicable percentage ratios under the Hong Kong Listing Rules in respect of the Proposed Subscription is more than 5% but less than 25%, it constitutes a disclosable transaction of the Company.
As such, the Transactions as a whole are subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Hong Kong Listing Rules.
