By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
BILLION INDUSTRIAL HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2299) ANNOUNCEMENT PROFIT WARNING
This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing
Rules and Part XIVA of the Securities and Futures Ordinance.
The Board wishes to inform the Shareholders and potential investors that, based on a preliminary assessment by the management of the Group on the unaudited consolidated management accounts of the Group for the year ended 31 December 2013, the Company expects to record a significant decline in the Group's profit for the year ended 31 December
2013 as compared with that for the year ended 31 December 2012 despite the increase in sales volume of the Group's products.
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This announcement is made by Billion Industrial Holdings Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). References are made to the joint announcement (the "Joint Announcement") of the Company and Hong Kong (Rong An) Investment Limited (the "Offeror") dated 13 January 2014 in relation to, among other things, the Share Offer. Unless the context requires otherwise, capitalised terms used herein have the same meanings as those defined in the Joint Announcement.
The Board wishes to inform the Shareholders and potential investors that, based on a preliminary assessment by the management of the Group on the unaudited consolidated management accounts of the Group for the year ended 31 December 2013 (the "Year"), the Company expects to record a significant decline in the Group's profit for the Year as compared with that for the year ended 31 December 2012 (the "Statement") despite the increase in sales volume of the Group's products. The decline was primarily attributable to (i) the slowdown in China's economic growth during the Year; (ii) the chemical fiber industry is in a downward cycle during the Year; and (iii) the decrease in average selling price of the Group's products and gross profit of the Group as compared with those for the year ended 31
December 2012.
The information contained in this announcement is only based on a preliminary assessment by the management of the Group on the unaudited consolidated management accounts of the Group for the Year, which is yet to be finalised and has not yet been reviewed by the Company's auditors or the audit committee of the Company. Further details of the Group's performance will be disclosed when the annual results of the Company for the Year are announced. Despite the expected decline in the Group's profit for the Year due to the reasons mentioned above, the management considers that the position of the Group remains sound and healthy and the management is positive on the long-term prospect of the Group.
With the publication of the Joint Announcement in relation to, among other things, the Share Offer, the offer period has commenced since 13 January 2014. Pursuant to Rule 10 of the Takeovers Code, the Statement constitutes a profit forecast and must be reported on by financial advisers and auditor and under Rule 10.4 of the Takeovers Code, their reports (the "Profit Forecast Reports") must be included in the next document addressed to the Shareholders. Taking into account (i) the practical difficulties to include the Profit Forecast
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Reports in this announcement in terms of the additional time required for the preparation of the Profit Forecast Reports by financial advisers and auditor; and (ii) the requirements of timely disclosures of the inside information under Rule 13.09 of the Listing Rules and Part XIVA of the Securities and Futures Ordinance, the Company will not include the Profit Forecast Reports in this announcement. The Statement will be reported on in compliance with the requirements of the Takeovers Code as soon as practicable and the Profit Forecast Reports will be contained in the response document to be issued by the Company in respect of the Share Offer.
Shareholders and potential investors should note that the Statement does not meet the standard required by Rule 10 of the Takeovers Code and has not been reported on in accordance with the Takeovers Code, and thus they are advised to exercise caution in placing reliance on the Statement in assessing the merits and demerits of the Share Offer and/or dealing in the securities of the Company.By Order of the Board
Billion Industrial Holdings Limited Sze Tin YauCo-chairman
Hong Kong, 20 January 2014
As at the date of this announcement, the Board comprises Mr. Sze Tin Yau, Mr. Wu Jinbiao, Mr. Yu Heping and Mr. Xue Mangmang as executive directors, Mr. Chen Jinen, Mr. Yang Donghui, Mr. Yang Jun, Mr. Ding Guoqiang, Ms. Ma Yun and Mr. Chen Bo as non-executive directors and Mr. Yeung Chi Tat, Ms. Zhu Meifang, Mr. Ma Yuliang, Mr. Li Zhi Xian and Mr. Lin Jian Ming as independent non-executive directors.
All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement contained in this announcement misleading.
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