CHINA HUARONG ENERGY CO LTD 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.
中國華榮能源股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01101)
- SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE
- ADJUSTMENTS TO SHARE OPTIONS UNDER SHARE OPTION SCHEMES AND
- ADJUSTMENTS TO CONVERSION PRICES OF CONVERTIBLE BONDS
Reference is made to the announcements of China Huarong Energy Company Limited (the "Company") dated 7 March 2016 and 24 March 2016 (the "Announcements") and the circular of the Company dated 9 March 2016 (the "Circular"). Capitalized terms used in this announcement shall have the same meanings as those defined in the Circular unless the context requires otherwise.
Following the passing of the resolution approving the Share Consolidation at the EGM held on 24 March 2016 and the granting of approval for the listing of, and the permission to deal in, the Consolidated Shares from the Stock Exchange on 23 March 2016, all the conditions precedent to the Share Consolidation have been fulfilled and the Share Consolidation will become effective on 29 March 2016. The board lot size for trading in the shares of the Company will be changed from 500 Shares to 2,000 Consolidated Shares with effect from 29 March 2016. Please refer to the Circular for the details of the trading arrangements, free exchange of new share certificates and the timetable of the implementation of the Share Consolidation and the Change in Board Lot Size.
As at the date of this announcement, the total number of Shares falling to be allotted and issued in respect of the outstanding Share Options granted under the pre-IPO share option scheme adopted by the Company on 24 October 2010 (the "Pre-IPO Share Option Scheme") was 24,875,000 Shares at the exercise price of HK$4.00 per Share. As a result of the Share Consolidation, in accordance with the terms of the Pre-IPO Share Option Scheme, Rule 17.03(13) of the Listing Rules and the supplementary guidance (the "Supplementary Guidance") issued by the Stock Exchange on 5 September 2005 regarding the interpretation of Rule 17.03(13) of the Listing Rules, the total number of shares of the Company that may be issued upon the exercise in full of the outstanding Share Options will be adjusted, to 4,975,000 Consolidated Shares; the exercise price of such outstanding Share Options granted will also be adjusted to HK$20.00 per Consolidated Share, with effect from 29 March 2016, upon the Share Consolidation taking effect.
As at the date of this announcement, the total number of Shares falling to be allotted and issued in respect of the outstanding Share Options granted under the post-IPO share option scheme adopted by the Company on 24 October 2010 (the "Post-IPO Share Option Scheme") was 186,110,000 Shares at the exercise price of HK$1.94 per Share. As a result of the Share Consolidation, in accordance with the terms of the Post-IPO Share Option Scheme, Rule 17.03(13) of the Listing Rules and the Supplementary Guidance, the total number of shares of the Company that may be issued upon the exercise in full of the outstanding Share Options granted under the Post-IPO Share Option Scheme will be adjusted, to 37,222,000 Consolidated Shares; and the exercise price of such outstanding Share Options will also be adjusted to HK$9.70 per Consolidated Share, with effect from 29 March 2016, upon the Share Consolidation taking effect.
Save for the above adjustments, all other terms and conditions of the outstanding Share Options remain unchanged.
PricewaterhouseCoopers, the Company's auditor (the "Auditor"), had performed certain factual finding procedures on the above adjustments to the outstanding Share Options under the Share Option Schemes in accordance with Hong Kong Standard on Related Services 4400 "Engagements to Perform Agreed-Upon Procedures Regarding Financial Information" issued by the Hong Kong Institute of Certified Public Accountants. The Auditor had issued a report of factual findings to the Board stating that the computation of each of the above adjustments is mathematically accurate and is in compliance with the requirements as set out in the Share Option Schemes and the requirements under the Rule 17.03(13) of the Listing Rules and the Supplementary Guidance.
As a result of the Share Consolidation becoming effective, in accordance with the terms and conditions of the respective Convertible Bonds issued by the Company, the conversion price and the number of Consolidated Shares to be issued upon the conversion of respective Convertible Bonds will be adjusted with effect from 29 March 2016 in the following manner:
HK$1,000,000,000
7% Convertible Bonds
HK$ HK$ HK$
9 January 2014 500,000,000 0.94 531,914,893 4.70 106,382,978
HK$530,000,000
7% Convertible Bonds
30 April 2014 100,000,000 0.97 103,092,783 4.85 20,618,556
HK$470,000,000
7% Convertible Bonds
20 May 2014 320,000,000 0.99 323,232,323 4.95 64,646,464
HK$1,000,000,000
7% Convertible Bonds
20 June 2014 820,000,000 1.04 788,461,538 5.20 157,692,307
HK$1,000,000,000
7% Convertible Bonds
20 June 2014 700,000,000 1.07 654,205,607 5.35 130,841,121
Save for the above adjustments, all other terms and conditions of the Convertible Bonds remain unchanged.
The Auditor had also performed certain factual finding procedures on the above adjustments to the outstanding Convertible Bonds in accordance with Hong Kong Standard on Related Services 4400 "Engagements to Perform Agreed-Upon Procedures Regarding Financial Information" issued by the Hong Kong Institute of Certified Public Accountants. The Auditor had issued a report of factual findings to the Board for each of the Convertible Bonds stating that the computation of each of the above adjustments is mathematically accurate and is in compliance with the requirements as set out in the respective terms and conditions of the Convertible Bonds.
By Order of the Board
China Huarong Energy Company Limited LEE Man Yee
Company Secretary
Hong Kong, 24 March 2016
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. WANG Jin Lian, Ms. ZHOU Zhan and Mr. LAM Cheung Mau.
China Rongsheng Heavy Industry Group Co. Ltd. issued this content on 28 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 March 2016 10:44:04 UTC
Original Document: http://rongsheng.todayir.com/attachment/2016032818320100002463955_en.pdf
