(incorporated in Bermuda with limited liability) (Stock code: 307)

Transcription

1 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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. (incorporated in Bermuda with limited liability) (Stock code: 307) (I) DESPATCH OF CIRCULAR REGARDING PROPOSED RIGHTS ISSUE ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING SHARES HELD ON THE RECORD DATE, WHITEWASH WAIVER, AND NOTICE OF SPECIAL GENERAL MEETING; AND (II) REVISED TIMETABLE OF THE RIGHTS ISSUE The Whitewash Circular containing, among other things, (i) information on the Rights Issue and the Whitewash Waiver; (ii) the letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Rights Issue and the Whitewash Waiver; (iii) the letter of advice from the IFA to the Independent Board Committee and the Independent Shareholders in relation to the Rights Issue and the Whitewash Waiver; and (iv) the notice of the SGM, will be despatched to the Shareholders on 8th February The expected timetable of the Rights Issue has been revised and is set out below. As a result of the changes in the expected timetable, the register of members of the Company will be closed from Wednesday, 6th March 2013 to Thursday, 7th March 2013 (both dates inclusive) to determine the entitlements of the Shareholders to participate in the Rights Issue. No transfer of Shares will be registered during such period. The Record Date for the Rights Issue is Thursday, 7th March Shareholders are advised to read the Whitewash Circular, including the letter of advice from the Independent Board Committee and the letter of advice from the IFA, before deciding how to vote on the proposed resolutions approving the Whitewash Waiver at the SGM. * for identification purposes only 1

2 WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND NIL-PAID RIGHTS SHARES Existing shares are currently expected to be dealt in on an ex-rights basis from 4th March Dealings in the Rights Shares in nil-paid form are expected to take place from 12th March 2013 to 19th March 2013 (both days inclusive). The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional. If the Underwriter terminates the Underwriting Agreement, or if the conditions of the Rights issue and the Underwriting Agreement are not fulfilled or waived, the Rights Issue will not proceed. Any Shareholder or other person contemplating transferring, selling or purchasing Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or Rights Shares. Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/ her/its own professional adviser(s). Any Shareholder or other person dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (including the date on which the Underwriters right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Reference is made to (i) the announcement dated 8th January 2013 issued by the Company in relation to, among other things, the proposed Rights Issue and the application for Whitewash Waiver; (ii) the announcement dated 17th January 2013 issued by the Company in relation to the delay in despatch of the Whitewash Circular; (iii) the subsequent announcement dated 28th January 2013 issued by the Company in relation to the further delay in dispatch of the Whitewash Circular; and (iv) the clarification announcement dated 30th January 2013 issued by the Company in relation to the subsequent announcement dated 28th January 2013 (collectively, the Announcements ). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcements. DESPATCH OF THE WHITEWASH CIRCULAR As set out in the announcement dated 28th January 2013, the date of despatch of the Whitewash Circular is postponed to a date falling on or before 8th February The Directors are pleased to announce that the Whitewash Circular containing, among other things, (i) information on the Rights Issue and the Whitewash Waiver; (ii) the letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Rights Issue and the Whitewash Waiver; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Rights Issue and the Whitewash Waiver; and (iv) the notice of the SGM, will be despatched to the Shareholders on 8th February

3 REVISED TIMETABLE The expected timetable of the Rights Issue has been revised and is set out below: 2013 Latest time for lodging forms of proxy for SGM :00 a.m. on Tuesday, 26th February SGM :00 a.m. on Thursday, 28th February Announcement of poll results of SGM By 7:00 p.m. on Thursday, 28th February Last day of dealings in Shares on a cum-rights basis Friday, 1st March First day of dealings in Shares on an ex-rights basis Monday, 4th March Latest time for lodging transfers of Shares in order to be qualified for the Rights Issue :30 p.m. on Tuesday, 5th March Closure of register of members of the Company for determining entitlements under the Rights Issue Wednesday, 6th March to Thursday, 7th March Record Date Thursday, 7th March Registration of Prospectus Thursday, 7th March Despatch of Rights Issue documents friday, 8th March Re-opening of the register of members friday, 8th March First day of dealings in nil-paid Rights Shares Tuesday, 12th March Latest time for splitting of nil-paid Rights Shares :30 p.m. on Thursday, 14th March Last day of dealings in nil-paid Rights Shares Tuesday, 19th March Latest time for acceptance of and payment for the Rights Shares and application and payment for excess Rights Shares :00 p.m. on Friday, 22nd March 3

4 2013 Rights Issue and Underwriting Agreement to become unconditional :00 p.m. on Monday, 25th March Announcement of results of the Rights Issue Wednesday, 27th March Certificates for Rights Issues expected to be dispatched on Thursday, 28th March Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares expected to be posted on Thursday, 28th March Commence dealing in the fully-paid Rights Shares Tuesday, 2nd April All times and dates in this announcement refer to Hong Kong local times and dates. Dates or deadlines specified in this announcement are indicative only and may be extended or varied. The expected timetable is subject to change, and any changes will be announced in a separate announcement by the Company as and when appropriate. EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES If there is:. a tropical cyclone warning signal number 8 or above; or. a black rainstorm warning, (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Final Acceptance Date, the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; and (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Final Acceptance Date, the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the next Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. If the latest time for acceptance of payment for the Rights Shares and for application and payment for excess Rights Shares is postponed in accordance with the foregoing, the dates mentioned may be affected. An announcement will be made by the Company in such event. 4

5 Shareholders are advised to read the Whitewash Circular, including the letter of advice from the Independent Board Committee and the letter of advice from the IFA, before deciding how to vote on the proposed resolutions approving the Whitewash Waiver at the SGM. WARNING OF THE RISK OF DEALINGS IN THE SHARES AND NIL-PAID RIGHTS SHARES Existing shares are currently expected to be dealt in on an ex-rights basis from 4th March Dealings in the Rights Shares in nil-paid form are expected to take place from 12th March 2013 to 19th March 2013 (both days inclusive). The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional. If the Underwriter terminates the Underwriting Agreement, or if the conditions of the Rights issue and the Underwriting Agreement are not fulfilled or waived, the Rights Issue will not proceed. Shareholders should note that the Shares are currently expected to be dealt with on an exrights basis commencing on Monday, 4th March 2013 and that dealings in the Shares will take place while the Underwriting Agreement remains conditional. Any Shareholders or other persons dealing in the Shares up to the date on which all conditions of the Rights Issue are fulfilled or waived, will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any Shareholder or other person contemplating transferring, selling or purchasing Shares and/or Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or Rights Shares. Any person who is in any doubt about his/ her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s). Any Shareholder or other person dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (including the date on which the Underwriter s right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Hong Kong, 7 February 2013 By order of the Board of UP ENERGY DEVELOPMENT GROUP LIMITED Qin Jun Chairman As at the date of this announcement, two executive Directors of the Company are Mr. Qin Jun and Mr. Jiang Hongwen, one non-executive Director is Mr. Chau Shing Yim, David and three independent non-executive Directors of the Company are Mr. Li Bao Guo, Mr. Lien Jown Jing, Vincent and Dr. Shen Shiao-Ming. 5

6 All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading. 6