baoli Holdings to invest in Russia to set up a wholly owned subsidiary of announcement
Jiangsu Baoli Asphalt Co., Ltd.,
Announcement on investment and establishment of wholly-owned subsidiary in Russia by Baoli Holdings (Singapore) Pte Ltd.
The company and the full members of the board of directors warrant the truthfulness, accuracy, completeness of the information disclosed herein, and that there is no misrepresentation, misleading statements or material omission contained in this announcement.
Ⅰ. Summary of investments abroad
1. According to the needs of company's overseas business development, the Company intends to establish Russia Baoli Holdings Limited (tentative name)through self-financing by its wholly owned subsidiary, Baoli Holdings (Singapore) Pte Ltd. (hereinafter referred to as "Singapore Baoli"), the registered capital is 20 million dollars, the scope of business is as follows: Highway project investment, construction and maintenance, production and sales, etc. of new asphalt materials (final registered content shall prevail).Singapore Baoli holds 100% equity.
2. The Company held the 14th Resolution of the Third Board of Directors on January 28, 2015 and adopted the Resolution on investment and establishment of wholly-owned subsidiary in Russia by Baoli Holdings (Singapore) Pte Ltd. According to the "Articles of Association", this time of investment abroad does not meet the criteria for consideration of shareholders' meeting and there is no need to submit to the shareholders' meeting for deliberation.
3. This time of investment abroad does not belong to a major asset restructuring, does not involve related party transactions and need to be approved by relevant government departments before implementation.
Ⅱ. Basic information of the investor
Company name： Polly Holdings (Singapore) Pte Ltd
Registered capital: 6,747,200 Singapore dollar
Legal representative: Zhou Dehong
Scope of business: Sales of asphalt and high strength structure asphalt, investment abroad, self-operation and acting as agent of various types of import & export businesses of asphalt-related products and technologies.
Ⅲ. Basic situation of the company to be established
Company name： Baoli Russia Holdings Ltd. (tentative name)
Company Type: Limited liability company.
Domicile: 701, Smallens Square, Smallens Avenue, Moscow, Russian Federation
Registered capital: 20 million dollar
Scope of business: Highway project investment, construction & maintenance, production and sales, etc. of new asphalt materials (Final registered content shall prevail).
IV. Purpose of investment abroad, the impact on the Company and the risks involved
1. Purpose and impact on the Company:
Based on the strategic development opportunities of encouraging invest overseas of the enterprises under national "One belt And One Road" policy, combining with the company's overseas business development needs, carry out preparatory work for undertaking road businesses in Russia and Central Asia.
We have established Baoli Holdings (Russia) Co., Ltd. (tentative name) as the business fulcrum for development of road business in Central Asia and Eastern Europe. This will promote the implementation of company's modified asphalt and road total contraction projects in these areas, so as to to better grasp the historic opportunity of encouraging overseas investment of the enterprise by the nation and seize the opportunities of investment abroad.
The company intends to invest the Baoli (Russia) Holdings, Co., Ltd. (Tentative name) with self-financing by Singapore Baoli, therefore it will not affect the company's daily production and business activities.
2. The existing risk
(1) Legal risks: There are some differences between Russian laws and Chinese laws, the Company needs to further understand and become familiar with the legal system of the trade and investment in Russia, so as to ensure that the new company will operate in accordance with Russian laws and avoid legal risks during the operation.
(2) Taxation risks: Differences exist between taxation policies of Russia and China, the Company needs to strengthen the internal control of financial management in the new company and avoid financial risks.
Notice is hereby published
Board of Directors of Jiangsu Baoli Asphalt Co., Ltd.
January 29, 2015