THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all the Shares in China Tian Lun Gas Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

China Tian Lun Gas Holdings Limited

中國天倫燃氣控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 01600)

PROPOSED ADOPTION OF THE NEW SHARE

OPTION SCHEME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the "EGM") of the Company to be held at the Conference Room, 6th Floor, Tian Lun Group Building, No. 6 Huang He East Road, Zheng Dong Xin District, Zhengzhou City, Henan Province, the PRC on Wednesday, 28 October 2020 at 10:00 a.m. is set out on pages 19 to 21 of this circular.

A form of proxy (the "Proxy Form") for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to office of the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

8 October 2020

CONTENTS

Pages

DEFINITIONS............................................................................................................................

1

LETTER FROM THE BOARD................................................................................................

4

APPENDIX - SUMMARY OF THE PRINCIPAL TERMS OF

THE NEW SHARE OPTION SCHEME...........................................

10

NOTICE OF EXTRAORDINARY GENERAL MEETING...................................................

19

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:

"2010 Share Option Scheme"

the share option scheme adopted by the Company on

13 October 2010

"Adoption Date"

the date on which the Scheme is conditionally adopted by an

ordinary resolution of the Shareholders at the EGM

"associate"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"Business Day"

any day on which the Stock Exchange is open for the business

of dealing in securities

"Chief Executive"

has the meaning ascribed to it under the Listing Rules

"Companies Law"

the Companies Law (as revised) of the Cayman Islands, as

amended, supplemented or otherwise modified from time to

time

"Company"

China Tian Lun Gas Holdings Limited (中國天倫燃氣控股有

限公司), a company incorporated in the Cayman Islands with

limited liability and the issued Shares of which are listed on the

Main Board of the Stock Exchange (Stock Code: 1600)

"Director(s)"

the director(s) of the Company

"EGM"

the extraordinary general meeting of the Company to be

convened at the Conference Room, 6th Floor, Tian Lun

Group Building, No. 6 Huang He East Road, Zheng Dong

Xin District, Zhengzhou City, Henan Province, the PRC on

Wednesday, 28 October 2020 at 10:00 a.m. (Hong Kong time),

to consider and, if thought fit, to approve the proposed adoption

of the New Share Option Scheme

"Eligible Participant(s)"

any eligible participants of the New Share Option Scheme as

specified therein

"Employee(s)"

any employee or officer of any company in the Group who is

employed by any company in the Group (whether full time or

part time)

- 1 -

DEFINITIONS

"Grantee"

any Eligible Participant who accepts the offer in accordance

with the terms of the New Share Option Scheme or (where

the context so permits) a person entitled to any such Option in

consequence of the death of the original Grantee or the legal

personal representative(s) of such person

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the People's

Republic of China

"Latest Practicable Date"

5 October 2020, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain

information contained herein

"Listing Committee"

has the meaning ascribed to it under the Listing Rules

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"New Share Option Scheme"

the new share option scheme proposed to be adopted by the

  or "Scheme"

Company at the EGM, a summary of the principal terms of

which is set out in the Appendix to this circular

"Option(s)" or "Share Option(s)"

right(s) to subscribe for Share(s) granted pursuant to the New

Share Option Scheme

"PRC"

the People's Republic of China, which for the purpose

of this circular, excludes Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the laws

of Hong Kong), as amended, supplemented and/or otherwise

modified from time to time

"Share(s)"

ordinary share(s) of HK$0.01 each in the share capital of the

Company

"Shareholder(s)"

holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"

has the meaning ascribed to it under the Listing Rules

- 2 -

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China Tian Lun Gas Holdings Ltd. published this content on 07 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 October 2020 09:14:07 UTC