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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2688)
INSIDE INFORMATION
PROPOSED REORGANISATION
AT CONTROLLING SHAREHOLDER LEVEL
WAIVER FROM MANDATORY GENERAL OFFER REQUIREMENT
This announcement is made by ENN Energy Holdings Limited (the "Company") pursuant to Rule
13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing
Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
The Company has been informed by ENN Group International Investment Limited ("EGII"), its controlling shareholder, that as part of an intra-group restructuring, it is proposed that EGII and its wholly-owned subsidiary Essential Investment Holding Limited will transfer all of the 369,175,534 shares in the Company held by them, representing 32.83% of the Company's total issued share capital as of date of this announcement, to ENN Ecological Holdings Co., Ltd, a company listed on the Shanghai Stock Exchange (stock code: 600803) (the "Purchaser"). Both of EGII and the Purchaser are under control of Mr. Wang Yusuo (the chairman and an executive director of the Company). The Purchaser also issued an announcement on the proposed acquisition today.
The Purchaser has been implementing its strategic upgrade focusing on its businesses including liquefied natural gas, energy engineering, methanol and coal. As disclosed in the 2019 interim results of the Purchaser, despite that the macro-economic environment changed significantly both domestically and abroad during the first half 2019, the Purchaser achieved increases at varying degrees in certain financial figures including revenue, net profit attributable to the shareholders of
the Purchaser and net cash inflow from operating activities, which amounted to RMB6,673 million, RMB885 million, and RMB454 million, respectively.
The Purchaser has applied for, and the Securities and Futures Commission has granted a waiver pursuant to Note 6(a)(i) to Rule 26.1 under the Code on the Takeovers and Mergers (the "Takeovers Code") (on the basis that each of EGII and the Purchaser is within the same group of companies comprising the parent company and its subsidiaries) from strict compliance with Rule 26.1(a) of the Takeovers Code exempting the Purchaser from the obligation to make a mandatory general offer that would otherwise be triggered by the proposed acquisition of the Company's shares by the Purchaser. Accordingly, the proposed acquisition of the Company's shares by the Purchaser will not give rise to any obligation on the Purchaser to make a mandatory general offer for shares of the Company.
The directors of the Company noted that the proposed acquisition is still at a preliminary stage and it is still uncertain as to whether the proposed acquisition will materialise. The Company will make further announcement on the proposed transaction as and when appropriate and in accordance with the Listing Rules.
Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company.
By order of the Board
ENN ENERGY HOLDINGS LIMITED
LIANG Hongyu
Company Secretary
Hong Kong, 30 August 2019
As at the date of this announcement, the board of the Company comprises the following directors:
Executive Directors:
Mr. Wang Yusuo (Chairman)
Mr. Cheung Yip Sang (Vice Chairman)
Mr. Wang Zizheng (Executive Chairman)
Mr. Han Jishen (Chief Executive Officer)
Mr. Liu Min (President)
Mr. Wang Dongzhi
Independent Non-executive Directors:
Mr. Ma Zhixiang
Mr. Yuen Po Kwong
Mr. Law Yee Kwan, Quinn
Ms. Yien Yu Yu, Catherine