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)
"THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue and to be issued upon the Share Consolidation (as defined below) becoming effective, with effect from the first business day (as defined in the Rules Governing the Listing of Securities on the Stock Exchange) immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange (or the above condition is fulfilled (whichever is the later)):
every five (5) issued and unissued shares of HK$0.10 each in the existing share capital of the Company be consolidated into one (1) consolidated share of HK$0.50 each (the "Consolidated Share(s)") (the "Share Consolidation") so that immediately following the Share Consolidation, the authorised share capital of the Company shall be HK$3,800,000,000 divided into 7,600,000,000 shares of HK$0.50 each;
all of the Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company; and
the directors of the Company (the "Directors") be and are hereby authorised to do all such acts, matters or things and sign, negotiate, agree, ratify, approve, initial, execute, perfect or deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his/her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement, give
effect to or in connection with the Share Consolidation and the foregoing resolution, including agreeing and making any modifications, amendments, waivers, variations or extensions of any documents, deeds or instruments as referred to in the foregoing resolution and to aggregate all fractional Consolidated Shares and sell them for the benefits of the Company, as such Director may in his/her sole opinion and absolute discretion consider necessary, appropriate or desirable."
"THAT
subject to and conditional upon the passing of resolution no. 1, the authorised share capital of the Company be increased from HK$3,800,000,000 divided into 7,600,000,000 Consolidated Shares of HK$0.50 each to HK$30,000,000,000 divided into 60,000,000,000 Consolidated Shares of HK$0.50 each (the "Increase in Authorised Share Capital") by the creation of an additional 52,400,000,000 unissued Consolidated Shares, which shall rank pari passu with the then existing Consolidated Shares, following completion of the Share Consolidation;
the Directors be and are hereby authorised to do all such acts, matters or things and sign, negotiate, agree, ratify, approve, initial, execute, perfect or deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his/her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement, give effect to or in connection with the Increase in Authorised Share Capital and the foregoing resolution, including agreeing and making any modifications, amendments, waivers, variations or extensions of any documents, deeds or instruments as referred to in the foregoing resolution, as such Director may in his/her sole opinion and absolute discretion consider necessary, appropriate or desirable."
"THAT
subject to and conditional upon the passing of resolutions no. 1 and 2, the Directors be and are hereby generally and specifically authorised to allot and issue up to an aggregate amount of not more than 14,108,000,000 new Consolidated Shares in the share capital of the Company to the Bank Creditors (as defined in the circular of the Company dated 9 March 2016 (the "Circular")) (the "1st Specific Mandate") or their Designated Entities (as defined in the Circular), subject to the terms and conditions as set out in the Circular;
the Directors be and are hereby authorised to enter into the Bank Creditor Subscription Agreements (as defined in the Circular) upon and subject to the terms and conditions as set out in the Circular and to allot and issue the Subscription Shares (as defined in the Circular) to the Bank Creditors or their Designated Entities upon and subject to the terms and conditions of the Bank Creditor Subscription Agreements;
the 1st Specific Mandate is in addition to, and shall not prejudice nor revoke, the existing general or special mandate(s) which may from time to time be granted to the Directors prior to or at the same time as the passing of this resolution; and
the Directors be and are hereby authorised to do all such acts, matters or things and sign, negotiate, agree, ratify, approve, initial, execute, perfect or deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his/her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement, give effect to or in connection with the 1st Specific Mandate, the Bank Creditor Subscription Agreements (as defined in the Circular) and the transactions contemplated thereunder (including but not limited to the Subscriptions (as defined in the Circular) and the foregoing resolution, including agreeing and making any modifications, amendments, waivers, variations or extensions of any documents, deeds or instruments as referred to in the foregoing resolution, as such Director may in his/her sole opinion and absolute discretion consider necessary, appropriate or desirable."
"THAT
subject to and conditional upon the passing of resolutions no. 1 and 2, the Directors be and are hereby generally and specifically authorised to allot and issue up to an aggregate amount of not more than 3,000,000,000 new Consolidated Shares in the share capital of the Company to the Supplier Creditors (as defined in the Circular) (the "2nd Specific Mandate") or their Designated Entities (as defined in the Circular), subject to the terms and conditions as set out in the Circular;
the Directors be and are hereby authorised to enter into the Supplier Creditor Subscription Agreements (as defined in the Circular) upon and subject to the terms and conditions as set out in the Circular and to allot and issue the Subscription Shares (as defined in the Circular) to the Supplier Creditors or their Designated Entities upon and subject to the terms and conditions of the Supplier Creditor Subscription Agreements;
the 2nd Specific Mandate is in addition to, and shall not prejudice nor revoke, the existing general or special mandate(s) which may from time to time be granted to the Directors prior to or at the same time as the passing of this resolution; and
the Directors be and are hereby authorised to do all such acts, matters or things and sign, negotiate, agree, ratify, approve, initial, execute, perfect or deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his/her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement, give effect to or in connection with the 2nd Specific Mandate, the Supplier Creditor Subscription Agreements (as defined in the Circular) and the transactions contemplated thereunder (including but not limited to the Subscriptions (as defined in the Circular) and the foregoing resolution, including
Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company.
Where there is joint holding of any share(s), any joint holder may vote at the EGM (or any adjournment thereof), either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the joint holders so present whose name stands first on the register of members of the Company in respect of such share(s) will alone be entitled to vote in respect thereof.
To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of that power of attorney or authority), must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM (or at any adjournment thereof).
All the proposed resolutions set out in this announcement shall be decided by poll.
agreeing and making any modifications, amendments, waivers, variations or extensions of any documents, deeds or instruments as referred to in the foregoing resolution, as such Director may in his/her sole opinion and absolute discretion consider necessary, appropriate or desirable."
By Order of the Board
China Huarong Energy Company Limited LEE Man YeeCompany Secretary
Hong Kong, 9 March 2016
Registered Office: Cricket Square Hutchins Drive
P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Principal Place of Business in Hong Kong:
Unit 1201, Level 12 International Commerce Centre 1 Austin Road West Kowloon, Hong Kong
Notes:
As at the date of this Announcement, the board of Directors comprises six executive Directors, Mr. CHEN Qiang (chairman and chief executive officer), Mr. HONG Liang, Mr. Sean S J WANG (chief financial officer), Mr. WANG Tao, Mr. WEI A Ning and Ms. ZHU Wen Hua; and three 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 08 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 March 2016 08:58:09 UTC
Original Document: http://rongsheng.todayir.com/attachment/2016030816470100002449281_en.pdf
