Microsoft Word - Rongsheng- Announcement Engcx

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
Reference is made to the announcements of China Huarong Energy Company Limited (formerly known as China Rongsheng Heavy Industries Group Holdings Limited) (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 announcement of the Company dated 16 March 2015 (the "Announcement"). Capitalized terms used in this announcement shall have the same meanings as defined in the Announcement and the Circular unless the context requires otherwise.
As disclosed in the Announcement, 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 Company hereby announces that the relevant government authorities and the relevant parties held a meeting in early April 2015 in relation to the Potential Restructuring under the Potential Transaction, and a consensus has been reached regarding the restructuring plan of Jiangsu Rongsheng Heavy Industries.
The Potential Purchaser is a PRC listed company with A shares issued. The Company is further negotiating with the Potential Purchaser regarding the list and scope of the relevant assets and liabilities and the terms of the Potential Transaction. The negotiations relating to the Potential Restructuring under the Potential Transaction is currently under good progress. The Group has already obtained letters of consent from various major creditor banks, according to which the major creditor banks have conditionally agreed to various matters in relation to, amongst other things, the disposal of assets and liabilities of Jiangsu Rongsheng Heavy Industries.
The Company wishes to emphasize that the Potential Transaction is subject to, amongst other things, the signing of a formal transaction agreement, the final terms and conditions of which are still under further negotiations by the parties. Shareholders and
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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, 21 April 2015
As at the date of this announcement, the directors of the Company are:- Executive directors:
Mr. CHEN Qiang (Chairman), Mr. WU Zhen Guo, 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. HU Wei Ping, Mr. WANG Jin Lian and Ms. ZHOU Zhan.
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