Microsoft Word - E- Huarong Energy - MoU expiry_v9 (upload version)

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.

CHINA HUARONG ENERGY COMPANY LIMITED

中國華榮能源股份有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 01101)

FURTHER UPDATES IN RELATION TO THE POTENTIAL RESTRUCTURING AND THE POTENTIAL TRANSACTION

This announcement is made by China Huarong Energy Company Limited (the"Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 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 in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Reference is made to the announcements of the Company dated 29 August 2014, 5 September
2014, 15 September 2014, 22 September 2014, 29 September 2014 and 29 October 2014 and the circular of the Company dated 17 February 2015 (the "Circular") in relation to, amongst other things, the Potential Restructuring of the Company's subsidiary, Jiangsu Rongsheng Heavy Industries, and the announcements of the Company dated 16 March 2015 and 21 April 2015 (the "Announcements"). Capitalized terms used in this announcement shall have the same meanings as defined in the Announcements and the Circular unless the context requires otherwise.
As disclosed in the Announcements, the Company entered into the MOU with the Potential Purchaser on 10 March 2015 (after trading hours), pursuant to which the Company intends to sell to the Potential Purchaser, and the Potential Purchaser intends to purchase from the Company, the related core assets and liabilities of the onshore shipbuilding and offshore engineering business of the Group in the PRC. The MOU shall remain in effect until 30 June
2015.
The Company wishes to inform the shareholders and potential investors of the Company that a formal sale and purchase agreement between the Company and the Potential Purchaser has not been concluded before the expiry of the MOU. The Company and the Potential Purchaser are continuing the process of negotiation on the Potential Restructuring involving the Potential Transaction. As at the date of this announcement, Jiangsu Rongsheng Heavy Industries has obtained conditional letters of consent from all of its creditor banks relating to the disposal of (including but not limited to) its assets and liabilities. The Group is now assisting the Potential Purchaser to establish an efficient and competitive professional core management team to enable Jiangsu Rongsheng Heavy Industries to enter into full production and obtain new orders immediately after completion of the Potential Restructuring.

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The Company wishes to emphasise that the Potential Transaction is subject to (amongst other things) the signing of a formal transaction agreement, the final arrangements and terms and conditions of which are still under further negotiations by both parties. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

China Huarong Energy Company Limited LEE Man Yee

Company Secretary

Hong Kong, 1 July 2015

As at the date of this announcement, the directors of the Company are: Executive directors:

Mr. CHEN Qiang (Chairman), Mr. HONG Liang, Mr. Sean S J WANG, Mr. WANG Tao, Mr. WEI A Ning and Ms. ZHU Wen Hua;

Independent non-executive directors:

Mr. XIA Da Wei, Mr. WANG Jin Lian and Ms. ZHOU Zhan.

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