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Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Group”) (Stock code: 976), a global leading mixed metal scrap recycler, is pleased to announce the completion of the acquisition of the rights and obligations under certain loan agreements and promissory notes of Scholz Holding GmbH (“Scholz Holding”), one of the biggest metal scrap recyclers in the world. The closing of the Debt Acquisition took place on 22 July 2016 (after trading hours), at the initial purchase price of EUR236 million (equivalent to approximately HK$2.1 billion) and part of the Closing Conditions Settlement Amount of approximately EUR4 million (equivalent to approximately HK$35.6 million). Through the Debt Acquisition, the Group become the largest debtholder of Scholz Holding, and will embark on a series of steps to prepare for the Potential Equity Acquisition in the near future. Read more

Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Group”) (Stock code: 976), a global leading mixed metal scrap recycler, is pleased to announce the completion of the acquisition of the rights and obligations under certain loan agreements and promissory notes of Scholz Holding GmbH (“Scholz Holding”), one of the biggest metal scrap recyclers in the world. The closing of the Debt Acquisition took place on 22 July 2016 (after trading hours), at the initial purchase price of EUR236 million (equivalent to approximately HK$2.1 billion) and part of the Closing Conditions Settlement Amount of approximately EUR4 million (equivalent to approximately HK$35.6 million). Through the Debt Acquisition, the Group become the largest debtholder of Scholz Holding, and will embark on a series of steps to prepare for the Potential Equity Acquisition in the near future.

As disclosed in the announcement of the Group dated 20 July 2016, the Restructuring Agreement was entered into by the Group and Scholz Holding, pursuant to which Chiho-Tiande Resources Limited (“CTRL”) and Scholz Holding will enter into a debt waiver agreement on the Restructuring Closing Date, in which CTRL has agreed to irrevocably waive approximately EUR224 million (equivalent to approximately HK$2.0 billion) of the Debt (representing 42.75% of the original nominal amount of the Debt) and the relevant interest. The remaining outstanding nominal value of the Debt owed by Scholz Holding to CTRL after the partial waiver is approximately EUR300 million (equivalent to approximately HK$2.7 billion).

The Debt Acquisition is dedicated to allow the Group to restructure the financial situation and balance sheet of Scholz Holding in order to revitalize the sustainable going concern of Scholz Holding’s business and, thereby, gain access to upstream material supplies from the European markets, and to one of the best End-of-Life Vehicle dismantling and processing technology globally.

Since the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules is not satisfied, earlier on 15, February, 2016, the Company has made an application to the Stock Exchange for a temporary waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules for a period of three months which was granted by the Stock Exchange for a period from 15 February 2016 to 14 May 2016. The Company applied again later and the Stock Exchange granted an extension of the Waiver until 14 August 2016.

The Company was informed yesterday that Good Union Hong Kong Investment Limited transferred a certain amount of shares to an independent third party. This independent third party and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

After completion of this share transfer, the public float of the Company has been restored to at least 25% of the issued share capital of the Company in compliance with Rule 8.08(1)(a) of the Listing Rules.

(Hong Kong, 28 June 2016) – Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Group”) (Stock code: 976), a global leading mixed metal scrap recycler, has today announced that the Sellers (certain lenders comprising financial institutions, international debt providers and funds)which have granted certain loans and promissory notes (“Debt”) to Scholz Holding GmbH (“Scholz”), one of the biggest metal scrap recyclers in the world, have accepted the Binding Offer under a Debt Purchase Agreement at the initial purchase price of EUR236 million (equivalent to approximately HK$2.1 billion).The Debt Purchase Agreement has become effective after trading hours on 28 June 2016.

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Chiho-Tiande Announces the Acceptance of a Binding Offer for the Acquisition of the Debt ofScholz Holding GmbH

A Strategic Step to Prepare for Potential Acquisition
and Tap European Market

(Hong Kong, 28 June 2016) – Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Group”) (Stock code: 976), a global leading mixed metal scrap recycler, has today announced that the Sellers (certain lenders comprising financial institutions, international debt providers and funds)which have granted certain loans and promissory notes (“Debt”) to Scholz Holding GmbH (“Scholz”), one of the biggest metal scrap recyclers in the world, have accepted the Binding Offer under a Debt Purchase Agreement at the initial purchase price of EUR236 million (equivalent to approximately HK$2.1 billion).The Debt Purchase Agreement has become effective after trading hours on 28 June 2016.

Chiho-Tiande Resources Limited (“CTRL”), the Group’s indirectly wholly-owned subsidiary, will acquire the Debt as purchaser, while the Group will remain jointly liable with CTRL for the obligations under the Debt Purchase Agreement. The initial purchase price represented a 55% discount to the nominal amount of EUR 524 million (equivalent to approximately HK$4.66 billion) and is payable on closing of the Debt Purchase Agreement. CTRL shall pay to the Sellers an additional EUR20.4 million (equivalent to approximately HK$181.56 million) in the event that EBITDA as set out in the annual audited consolidated financial statements for any of the years ending 31 December 2016 and 2017 of Scholz exceeds EUR100 million (equivalent to approximately HK$890 million). Furthermore, the Group will provide an additionalEUR20 million (equivalent to approximately HK$178 million) to Scholz which shall be used to settle the Austrian Bond and other payment obligations in connection with the closing conditions under the Debt Purchase Agreement prior to the completion of the Transaction.

In order to finance the immediate liquidity requirements of Scholz, the group will also provide a Bridging Loan, up to EUR50 million (equivalent to approximately HK$445 million), to Scholz on request.

在香港上市的齊合天地集團有限公司(下稱「齊合天地」或「公司」,00976.HK)剛於三月份公佈2015年年度業績,在銷售收入、毛利以及淨利潤錄得下滑,又正逢公司成功引進渝商集團成為控股股東,筆者為此找來對熟悉齊合天地財報的高級管理層,就財報的關注點及未來前景提供權威觀點。

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Reported by HKEJ (today): Chiho-tiande is actively expanding scale, integrating industry chain and striving for new potential with USUM’s becoming the largest shareholder

前言

在香港上市的齊合天地集團有限公司(下稱「齊合天地」或「公司」,00976.HK)剛於三月份公佈2015年年度業績,在銷售收入、毛利以及淨利潤錄得下滑,又正逢公司成功引進渝商集團成為控股股東,筆者為此找來對熟悉齊合天地財報的高級管理層,就財報的關注點及未來前景提供權威觀點。

問:過去三年,齊合天地連續虧損,同時連續三年均錄得負毛利。是否意味著商品價格的低迷導致公司銷售直接帶來的是虧損而不是盈利?如果是這種經營環境,公司有沒有考慮過進行業務轉型,還是會持續經營此項業務?

齊合天地:如果仔細查看公司的財務報告就會發現2015年導致毛利為負的原因之一是存貨撥備顯著增加6430萬元,存貨撥備實際是評估存貨的賬面價值和市場的可變現淨值之間的差異。

隨著宏觀經濟以及商品價格的回升,公司的毛利水準有望改善。很多生產企業在經歷了長達三年的去庫存週期之後,也有著強烈的補庫存的需求。這樣的市場環境都有可能讓公司的毛利水準有所好轉。

問:公司全年虧損的11.38億元中有8.5億元屬於其他虧損。這一部分主要是什麼?2016年是否還會有這樣的虧損,金額是多少?

齊合天地:公司因業務領域牽涉商品價格波動導致收益風險而進行掉期的對沖風險管理。2015年經濟大環境持續下滑的情況下,公司其他虧損包括源于商品衍生金融工具公平值的變動3.87億元(較2014年的7.7億元已收緊50%),由於近年金屬價格波動,集團已重新審視買賣期貨之政策,之前持有之金屬期貨合約已於2015年10月結算及結束,預計2016年由商品衍生金融工具公平值變動所造成的影響將大幅收窄。

另外還有3.05億元因可換股債券嵌入式衍生部分引致之虧損屬會計公平值變動調整、此公平值虧損只會於公司股價高於可換股債券行使價時出現,並不會對公司現金流產生影響。

公司新管理層非常重視公司業務在對沖風險管理及商品衍生金融工具的應用及規範管理。

問:截止2015年年末,齊合天地賬面現金及等價物高達35.8億港元,現金水準充裕,主要歸因於公司在2015年完成了高達41億元港幣的融資。未來齊合天地有什麼計劃能夠為股東創造更高的價值?

齊合天地:行業的快速波動週期往往是最好的行業整合週期。缺乏實力的小企業往往會被淘汰出局,而大型企業則會在週期波動中進行行業整合,快速擴大市場規模,實現跨越式發展。公司在過去的兩年間,除了引入重慶最大民營企業渝商集團作為大股東,並完成高達41億港元的融資外,還積極在國內及海外進行規模的擴張,以及整個產業鏈條的整合。公司正積極於成熟海外市場廢金屬再生領域尋找合適的收購機會。潛在目標擁有公司發展所需的專利技術、管理技巧及智慧財產權等引進中國回收市場並提升加強營運與利潤收益。最終提升對所有股東的回報。

公司管理層認為,除了商品價格回暖,主營業務毛利有望扭虧為盈之外,公司也同時受惠上述的充裕資金,包括在2016年,齊合天地的財務成本將持續有效降低,而且公司也會加強對衍生金融產品的風險管理,在未來一年為股東及投資者提交一份耳目一新的財務報表。

問:在2015年,齊合天地的控股股東變更為渝商集團。那渝商集團是一家什麼樣的企業?收購齊合天地是出於什麼考慮?在該行業有什麼優勢?能為公司帶來什麼變化?為全體股東哪些利益?

答:渝商集團的背景,除了是區域最大的民企外,其早前更和重慶中鋼投資集團共同出資組建重慶渝商再生資源開發有限公司,項目未來在重慶計劃形成年處理報廢汽車20萬輛的拆解處理能力。即說明渝商集團除了資金實力外,更有整合產業鏈的佈局。同時,渝商集團的管理層以及新引入的管理團隊在金屬行業以及冶煉行業都有的豐富的管理經驗以及行業經驗,相信能夠帶領公司開創新的上升空間。

除了再生資源行業本身既有國家政策支持也有著廣闊的市場空間之外,渝商集團在再生資源方面的全面佈局以及廣闊的行業網絡也說明這次投資齊合天地也是整體產業佈局的重要環節,相信公司在今後會通過打通產業鏈上游的方式進一步提升整體的盈利能力,並能在短期內為公司經營層面以及財務表現帶來更多的改善。齊合天地能獲這樣的大股東支持,對公司的長期發展實頗有裨益。

另一方面,公司未來將按國家政策規劃佈署汽車拆解市場,並積極引進海外拆解技術,建立示範效應並提高整個行業的准入門檻。能夠得到大股東的雄厚資本及資源優勢,齊合天地將全力以赴向我們的新業務目標前進,為所有股東創造更佳的價值。

撰文:盧俊義

(盧俊義為資深財經專欄作家,曾先後在不同報刊撰寫財經專欄)

Link from HKEJ : Download

We are proud to announce that Chiho-Tiande (HK) Ltd has successfully obtained ISO 14001 accreditation for its environmental management system. ISO 14001 is the internationally recognized standard for environmental management. It provides a framework for organizations to identify and control their environmental impact and constantly improve their environmental performance in response to changing external and internal factors.

Our registration is granted by third party assessors under the guidelines administered by ISO. Achieving ISO 14001 certification illustrates our ongoing commitment to adopting industry best practices to improve environmental performance.

In the morning of July 16th 2014, a delegation led by Liang Liming, Vice Governor of Zhejiang Province, accompanied by Taizhou Deputy Party Secretary & Mayor Zhang Bing, Deputy Mayor Zhao Yuejin, District Deputy Party Secretary & Head Xu Renbiao, District Deputy Heads Liang Miaofu and Li Zhenjie, visited the new base project construction of Taizhou Chiho-Tiande Metals Company Limited, a subsidiary of Chiho-Tiande Group Limited.

Liang stated that, the development of metals recycling is beneficial for both the nation and the people; meanwhile, she put forward three requirements for Chiho-Tiande: First, give great importance to the investment in environmental protection, and enhance the investment in equipment & facilities; Second, increase patterns of economic development; Third, change modes of production & business operation.

(Infocast News)Chiho-Tiande Group (00976) has entered into an investment  agreement with the Yantai Economic and Technological Development Zone Adminstration Committee for developing  and operating an integrated processing facility for recycling, processing and sales of imported mixed metal scrap in the Yantai Resource Recycling and Processing  Demonstration Zone in Yantai City,Shangdong Province.The project is expected to have an annual processing capacity of 500,000 tonnes.

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Source : InfocastFN.com

Provided by : Porda International

(Infocast News) Chiho-Tiande Group (00976) has entered into an investment  agreement with the Yantai Economic and Technological Development Zone Adminstration Committee for developing  and operating an integrated processing facility for recycling, processing and sales of imported mixed metal scrap in the Yantai Resource Recycling and Processing  Demonstration Zone in Yantai City,Shangdong Province.The project is expected to have an annual processing capacity of 500,000 tonnes.

Pursuant to the agreement,Chiho-Tiande Group will establish a wholly-owned subsidiary to acquire a project site in the economic and technological development zone and to operate the integrated processing facility. The committee will assist Chiho-Tiande Group in obtaining the relevant governmental approval for the establishment of the project company and in acquiring the project site.The total investment of  the integrated processing facility project is US$99.98 million (HK$780 million). 

[12 July 2010, Hong Kong] Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Company”, together with its subsidiaries, the “Group”, stock code: 976), the largest importer of mixed metal scrap in the PRC, commenced trading on the Main Board of The Stock Exchange of Hong Kong Limited (“HKEx”) today.

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[12 July 2010, Hong Kong] Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Company”, together with its subsidiaries, the “Group”, stock code: 976), the largest importer of mixed metal scrap in the PRC, commenced trading on the Main Board of The Stock Exchange of Hong Kong Limited (“HKEx”) today.

Shares of Chiho-Tiande were traded with an intra day high of HK$2.52 per share and closing at HK $2.39 per share. An aggregate turnover of approximately HK$59.24 million were traded and the Company has raised net proceeds of approximately HK$556.2 million from its Global Offering.

CCB International is the Sole Global Coordinator, Sole Bookrunner, Sole Lead Manager and Sole Sponsor of the Global Offering.

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[27 June 2010, Hong Kong] Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Company”, together with its subsidiaries, the “Group”), the largest importer of mixed metal scrap in the PRC, today announced its proposed listing on the Main Board of The Stock Exchange of Hong Kong Limited “SEHK”).

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Raising Up to approximately HK$780 Million
The PRC’s Largest Importer of mixed metal scrap
Continue to Expand Processing Capacity and Procurement Network 

[27 June 2010, Hong Kong] Chiho-Tiande Group Limited (“Chiho-Tiande” or the “Company”, together with its subsidiaries, the “Group”), the largest importer of mixed metal scrap in the PRC, today announced its proposed listing on the Main Board of The Stock Exchange of Hong Kong Limited “SEHK”).

Chiho-Tiande plans to offer a total of 250,000,000 new Shares (subject to adjustment and the exercise of the Over-allotment Option), comprising an International Offering of 225,000,000 shares and a Hong Kong Public Offering of 25,000,000 shares, at an Offer Price range of HK$2.43 per Share and HK$3.13 per Share. The Offer Shares represent approximately 25% of the enlarged share capital of the Company immediately upon completion of the Global Offering. The Company will begin its Public Offering on 28 June 2010 at 9:00am (Monday) and close on 2 July 2010 at noon (Friday). Dealings in the Shares of the Company are expected to commence on 12 July 2010 (Monday). The Shares, with the stock code 976, will be traded in board lots of 2,000 each. The Over-allotment Option will be up to 37,500,000 additional new shares, representing 15% of the initial number of Offer Shares.

CCB International is the Sole Global Coordinator, Sole Bookrunner, Sole Lead Manager and Sole Sponsor of the Global Offering.

Chiho-Tiande is a mixed metal scrap recycler and processor and is also the largest importer of mixed metal scrap for recycling, reuse and processing in China, in terms of the total import and actual import volume of mixed metal scrap. The Group’s principal business comprises mixed metal scrap recycling, reuse and processing which involves breaking- down, demolition and separation of mixed metal scrap such as motor scrap and electric wire and cable scrap into their respective metal constituents, comprising mainly copper scrap, steel scrap, aluminum scrap and iron scrap (ie. the Recycled Metal products). These metal components will be refined and processed to metal materials for metallurgy, machinery and electrical and various industries usage which broadly used for our customers, including metallurgy processors, copper wire manufacturers, electrical appliance producers, raw material suppliers and smelters in China.

Chiho-Tiande specializes in recycling and processing of imported motor scrap. Due to the higher copper content of motor scrap, the Group can further increase the value of metal recycling product. The Group also engages in foundry business, which involves using recycled metal products in the production for sale of aluminum-alloy ingots and copper rods and wires. In addition, the Group involves in wholesale business to procure and on-sell other metal scrap procured by the Group to its customers without further processing.
Chiho-Tiande specializes in recycling and processing of imported motor scrap. Due to the higher copper content of motor scrap, the Group can further increase the value of metal recycling product. The Group also engages in foundry business, which involves using recycled metal products in the production for sale of aluminum-alloy ingots and copper rods and wires. In addition, the Group involves in wholesale business to procure and on-sell other metal scrap procured by the Group to its customers without further processing.
With the high entry barrier of China’s metal recycling business, enterprises must comply with stringent requirements and obtain all the required qualifications, permits and licenses in order to enter metal recycling industry. Chiho-Tiande has obtained Designated Processing Unit for mixed metal scrap and the Restricted Import Licenses and all required qualifications, approvals and licenses for operations.

Chiho-Tiande said,“The global demand for non-ferrous metals is on the rise. Given the limited resources of natural mineral, there are increasing signs that future supply will not be able to keep up with demand, generating a huge development opportunity to metal recycling industry. At present, developed countries have yet to develop a commercially viable processing line to separate all kinds of mixed metal scrap into their pure metal constituents. The efficiency of using machine to separate various metal scrap is lower than manual classification. With our extensive experience in metal recycling industry coupled with a well designed production process and greater availability of labor resources in China, we are able to achieve higher efficiency in processing of mixed metal scrap and ultimately turn it into single metal scrap for recycling to realize the aim of energy saving and environmental protection.”

The Group’s processing and production facilities are strategically located at the Taizhou Metals Recycling Park, Taizhou city, Zhejiang province, and Ningbo Metals Recycling Park. The annual recycling capacity of mixed metal scrap in 2009 was approximately 607,242 tonnes, while the designed annual production capacities of aluminum-alloy ingots and copper rods and wires are 60,000 tonnes and 20,000 tonnes respectively. Taizhou is known as the “Capital for Metals Recycling in China” and Taizhou Metals Recycling Park is one of the major metal recycling parks in China. The Group’s bases in Taizhou and Ningbo are well served by road networks connecting the Group to major cities in Yangtze Delta Region and its major customers, which enables the Group to promptly satisfy its customer’s need. At the same time, the Group also takes advantage of its close proximity to the ports nearby for import of raw materials in order to enjoy lower transportation costs. Besides, by importing most of the mixed metal scrap from abroad, the Group has developed a strong procurement network throughout Europe, North America, Oceania and Asia and has established strong business relationships with suppliers.