HUADIAN FUXIN ENERGY CORPORATION LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.
This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company, nor is it any solicitation of any vote or approval in any jurisdiction.
This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Fujian Huadian Furui Energy Development Co., Ltd.*
(a company incorporated in the People's Republic of | (a joint stock limited company incorporated in |
China with limited liability) | the People's Republic of China with limited liability) |
(Stock code: 816) |
JOINT ANNOUNCEMENT
DESPATCH OF THE COMPOSITE DOCUMENT IN RELATION TO THE PROPOSED PRE-CONDITIONAL PRIVATISATION OF HUADIAN FUXIN BY FUJIAN HUADIAN FURUI BY WAY OF MERGER BY ABSORPTION OF HUADIAN FUXIN
Financial Adviser to the Offeror
INTRODUCTION
Reference is made to the joint announcement (the "Joint Announcement") issued by Fujian Huadian Furui Energy Development Co., Ltd.* (the "Offeror") and Huadian Fuxin Energy Corporation Limited (the "Company") dated 1 June 2020 in relation to the Merger; the joint announcement (the "Extension Announcement") issued by the Offeror and the Company dated 22 June 2020 in relation to the extension of time for despatch of the Composite Document; the joint announcement (the "Monthly Update Announcement") issued by the Offeror and the Company dated 21 July 2020 in relation to the progress update on the Merger; and the joint announcement (the "Fulfilment of Pre-ConditionAnnouncement") issued by the Offeror and the Company dated 21 August 2020 in relation to the fulfilment of the Pre-Condition. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcement, the Extension Announcement, the Monthly Update Announcement and the Fulfilment of Pre-Condition Announcement.
DESPATCH OF THE COMPOSITE DOCUMENT
The Composite Document containing, amongst others, (i) further details of the Merger and the Merger Agreement and other matters in relation to the Merger; (ii) a letter of advice issued by the Independent Financial Adviser to the Independent Board Committee; and (iii) recommendations and advice from the Independent Board Committee, together with a notice of the EGM, a notice of the H Shareholders' Class Meeting, proxy forms and reply slips in respect of the EGM and the H Shareholders' Class Meeting will be despatched by the Offeror and the Company jointly to the Shareholders on 26 August 2020.
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EXPECTED TIMETABLE
The expected timetable set out below is indicative only and may be subject to changes. Any changes to the timetable will be jointly announced by the Offeror and the Company by way of announcement(s) as soon as possible. Unless otherwise expressly stated, all references to dates and times contained in this expected timetable refer to Hong Kong dates and times.
Latest date for receiving reply slips for the EGM and | |
the H Shareholders' Class Meeting | Tuesday, 8 September 2020 |
Latest time for lodging transfers of H Shares in order | |
to be entitled to attend and vote at the EGM and | 4:30 p.m. on |
the H Shareholders' Class Meeting | Thursday, 10 September 2020 |
Closure of registers for transfers of Shares for | |
determination of the Shareholders entitled to attend | Friday, 11 September 2020 |
and vote at the EGM and the H Shareholders' | to Wednesday, 16 September 2020 |
Class Meeting | (both dates inclusive) |
Latest time for lodging proxy forms in respect of | 9:00 a.m. on |
the EGM | Tuesday, 15 September 2020 |
Latest time for lodging proxy forms in respect of | 9:00 a.m. on |
the H Shareholders' Class Meeting | Tuesday, 15 September 2020 |
Record date for Shareholders for the EGM and | |
the H Shareholders for the H Shareholders' | |
Class Meeting | Wednesday, 16 September 2020 |
EGM | 9:00 a.m. on |
Wednesday, 16 September 2020 | |
H Shareholders' Class Meeting | 9:00 a.m. on |
Wednesday, 16 September 2020, | |
or immediately following the | |
conclusion of the EGM or any | |
adjournment thereof on | |
Wednesday, 16 September 2020 | |
Announcement of the results of the EGM and | by 7:00 p.m. on |
the H Shareholders' Class Meeting | Wednesday, 16 September 2020 |
Expected date for all Conditions to | |
effectiveness to be satisfied | Wednesday, 16 September 2020 |
Announcement of the satisfaction of all Conditions to | |
effectiveness, last day for dealings in H Shares and | |
expected date of withdrawal of listing of H Shares | Wednesday, 16 September 2020 |
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Resumption of registers for transfer of Shares | Thursday, 17 September 2020 |
Each of the Offeror and the Company notifies its | Within 10 days |
creditors and makes a public announcement of | (for the notice to creditors) and |
the Merger pursuant to the PRC Company Law | 30 days (for the announcement) |
following the EGM and the | |
H Shareholders' Class Meeting | |
Last day for dealings in H Shares | Monday, 21 September 2020 |
Latest time for lodging transfers of H Shares in order to | 4:30 p.m. on |
be entitled to receive the Cancellation Price | Thursday, 24 September 2020 |
Closure of registers of members of the Company | |
(until the Company's deregistration occurs) | From Friday, 25 September 2020 |
Expected date and time of withdrawal of listing of | 9:00 a.m. on |
H Shares | Tuesday, 29 September 2020 |
Announcement that all the Conditions to implementation | |
are satisfied (or waived, as applicable) | Tuesday, 29 September 2020 |
Latest date for payment of the Cancellation Price | Monday, 12 October 2020 |
End of the period during which creditors may request | Within 30 days after |
the Offeror and the Company to pay off their | the receipt of notice by creditors or |
respective indebtedness or provide guarantees | 45 days after the issue of |
announcement to creditors | |
(whichever is the latest) |
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WARNING
The Shareholders and potential investors in the securities of the Company should be aware that the Merger is subject to the Conditions being satisfied or waived, as applicable, and neither the Offeror nor the Company provides any assurance that any or all of the Conditions can be satisfied, and thus the Merger Agreement may or may not become effective or, if effective, may or may not be implemented or completed. The Shareholders and potential investors in the securities of the Company should therefore exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.
By order of the sole director of | By order of the board of |
Fujian Huadian Furui Energy Development Co., Ltd.* | Huadian Fuxin Energy Corporation Limited |
GOU Wei | HUANG Shaoxiong |
Sole Director | Chairman |
Beijing, China | |
26 August 2020 |
As at the date of this joint announcement, the Offeror's sole director is Mr. GOU Wei. The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Company) and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.
As at the date of this joint announcement, the board of directors of Huadian comprises Mr. WEN Shugang, Mr. YE Xiangdong, Mr. ZHENG Baosen, Mr. BOON Swan Foo, Mr. SUN Xiaomin, Ms. CHEN Ke, Mr. YU Wanyuan and Mr. FENG Haipeng. The directors of Huadian jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.
As at the date of this joint announcement, the Board comprises Mr. HUANG Shaoxiong, Mr. WU Jianchun and Mr. DU Jiangwu as executive Directors, Mr. TAO Yunpeng, Mr. SHI Chongguang and Mr. WANG Bangyi as non-executive Directors, and Mr. ZHANG Bai, Mr. TAO Zhigang and Mr. WU Yiqiang as independent non-executive Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than in relation to the Offeror and Huadian) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror and the directors of Huadian) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.
- For identification purposes only
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Huadian Fuxin Energy Corporation Ltd. published this content on 26 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2020 23:06:15 UTC
