Chinese Energy Holdings Limited

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. Chinese Energy Holdings Limited (Incorporated in Hong Kong with limited liability) (Stock code: 8009) (1) MAJOR TRANSACTION ACQUISITION OF THE ENTIRE EQUITY INTERESTS IN THE TARGET COMPANY AND (2) GRANT OF CALL OPTION Financial Adviser to the Company THE SALE AND PURCHASE AGREEMENT The Board is pleased to announce that on 18 January 2017 (after trading hours), the Purchaser, an indirectly wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor and the Guarantor, pursuant to which the Purchaser has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell the Sale Shares at the Consideration of HK$160,000,000. THE CALL OPTION DEED On 18 January 2017 (after trading hours), the Company and Runyuan, being one of the shareholders of the Guarantor, entered into the Call Option Deed. Pursuant to the Call Option Deed, the Company granted to Runyuan the Call Option which entitles Runyuan to require the Company to sell the Option Shares to Runyuan at the Option Price. 1

2 GEM LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Acquisition is/are more than 25% but all of them are less than 100%, the Acquisition constitutes a major transaction of the Company and is therefore subject to the notification, announcement, circular and shareholders approval requirements under Chapter 19 of the GEM Listing Rules. Being one of the conditions precedent under the Sale and Purchase Agreement, the entering into of the Call Option Deed and the transactions contemplated thereunder is also subject to the notification, announcement, circular and shareholders approval requirement. Pursuant to Rule 19.74(1) of the GEM Listing Rules, as the Call Option is not exercisable at the Company s discretion, the Call Option will be classified as if it had been exercised at the time of grant. The exercise of the Call Option by Runyuan will constitute disposal of the Option Shares by the Company. As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the disposal of the Option Shares is/are more than 5% but all of them are less than 25%, the disposal of the Option Shares constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules. GENERAL The EGM will be convened for the purpose of considering and, if thought fit, approving the Transactions. To the best of the knowledge, information and belief of the Directors, no Shareholder has a material interest in the Transactions. As such, no Shareholder will be required to abstain from voting on the resolution to approve the Transactions. Any vote to be exercised by the Shareholders at the EGM shall be taken by way of poll. A circular containing, amongst other things, (i) further details of the Transactions; and (ii) a notice of the EGM is expected to despatch to the Shareholders on or before 24 February 2017, as additional time is required by the Company for the preparation of certain financial information in the circular. Shareholders and potential investors should note that the Transactions is subject to satisfaction of certain conditions precedent and subsequent and it may or may not be completed. Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares and any other securities of the Company. 2

3 INTRODUCTION The Board is pleased to announce that on 18 January 2017 (after trading hours), the Purchaser, an indirectly wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor and the Guarantor, pursuant to which the Purchaser has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell the Sale Shares at the Consideration of HK$160,000,000. THE SALE AND PURCHASE AGREEMENT The principal terms of the Sale and Purchase Agreement are summarized as follows: Date: 18 January 2017 (after trading hours) Parties: (a) the Vendor; (b) (c) the Guarantor; and the Purchaser Assets to be acquired Pursuant to the Sale and Purchase Agreement, the Purchaser has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell the Sale Shares, representing the entire equity interests of the Target Company as at Completion, free from all encumbrances and together with all rights attaching and accruing thereto from the date of the Sale and Purchase Agreement. Consideration The Consideration for the Sale Shares is HK$160,000,000, which shall be satisfied by the Purchaser in cash in the following manner: (a) HK$100,000,000 shall be paid by the Purchaser to the Vendor or its nominee upon Completion or on any later date mutually agreed by both parties (the Initial Payment ); and (b) the balance of the Consideration of HK$60,000,000 shall be paid by the Purchaser to the Vendor or its nominee upon the fulfillment of all the conditions subsequent or on any later date mutually agreed by both parties. 3

4 Profit Guarantee The Vendor has guaranteed to the Purchaser that, among other things, the Audited Consolidated Net Profit of the Target Company in respect of the financial year of 2017, 2018 and 2019 is not less than RMB11 million, RMB15 million and RMB20 million (equivalent to approximately HK$12.6 million, HK$17.1 million and HK$22.8 million, respectively) respectively (the Profit Guarantee ). In the event that any Audited Consolidated Net Profit for the year is not satisfied according to Profit Guarantee, the Vendor and the Guarantor shall compensate to the Purchaser the amount of difference between the Profit Guarantee and the Audited Consolidated Net Profit of the corresponding year within 14 Business Days upon the receipt of the auditor's report by the Purchaser. The Consideration was arrived at after arm s length negotiations between the Vendor and the Purchaser on normal commercial terms having taken into consideration of the business development and future prospect of the LNG business and the Target Group, and the Profit Guarantee of the Vendor as set out in the Sale and Purchase Agreement. Based on the aforesaid, the Directors consider that the terms and conditions of the Acquisition, including the Consideration, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Consideration will be financed by the Company primarily through internal cash resources. Conditions precedent Completion is subject to, inter alia, the following conditions on or before 13 February 2017: (a) (b) (c) the Vendor and the Target Company having executed and obtained all necessary internal consents and approvals, including but not limited to the board resolutions and shareholder approvals in relation to the Sale and Purchase Agreement and any necessary documents; relevant documents required in relation to the Acquisition (including the Sale and Purchase Agreement) having been duly executed by all relevant parties or their authorized representatives; the representations, warranties and undertaking given by the Vendor in respect of the Sale and Purchase Agreement were true, accurate and not misleading; 4

5 (d) on or before completion: (i) there having been no material breach of the terms and conditions in the Sale and Purchase Agreement by the Vendor; (ii) there being no material adverse change in the operations and financial position of the Target Group, and no events that may result or reasonably be expected to cause the Target Group to become insolvent; (iii) there being no material adverse change in the industry or regions in which the Target Group operates; and (iv) there being no change in the legislation, macro regulating policies or any regulatory requirements imposed by the regulatory authorities on the Target Group that would render the Acquisition unachievable; (e) (f) the Purchaser having received a legal opinion issued by the PRC lawyers appointed by the the Purchaser (the form and content of which to the satisfaction of the Purchaser at its absolute discretion) in respect of the Sale and Purchase Agreement; the Purchaser having received all necessary information and documents of the Target Group, including but not limited to, financial records, employee records, business contracts and all relevant licences and certificates; (g) the undertakings, representations and warranties given by the Vendor in respect of the Purchaser as a beneficiary remaining true, accurate and not misleading; and (h) the Call Option Deed being duly signed by the Company and Runyuan. The Purchaser may at any time agree in writing to waive any or all conditions precedent, save and except for conditions (a), (b) and (h) above. If the conditions precedent are not fulfilled by the Vendor or waived by the Purchaser on or before 13 February 2017, the Sale and Purchase Agreement shall be of no effect. 5

6 Completion Completion shall take place on 13 February 2017 or such other date as the Vendor and the Purchaser may agree in writing, subject to the fulfillment of the conditions precedent. Upon Completion, the Target Group will become wholly-owned subsidiaries of the Company and the financial results, assets and liabilities of which will be consolidated into those of the Group. Conditions subsequent Immediately after Completion, the Company and the Vendor shall fulfill, inter alia, the following conditions on or before the Long Stop Date: (a) the Vendor having obtained all necessary consents, approvals and, authorizations in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder from relevant governmental or regulatory bodies or any relevant third parties including but not limited to banks, and such consents, approvals and authorizations shall remain in full force and effect on or before the Long Stop Date; (b) the passing of a resolution by the Shareholders at the EGM to approve the Sale and Purchase Agreement and the transactions contemplate thereunder; (c) the transfer of the Target Company s entire equity interests having been legally and validly completed with relevant governmental or regulatory bodies in the PRC and the Purchaser becoming the sole legal owner of the Target Company; (d) (e) (f) the Purchaser being satisfied with the results of the due diligence review in particular the review of the financial, business and shareholding structure of the Target Group as the Purchaser may reasonably consider appropriate; the Purchaser having received a valuation report of the Target Group to be issued by an independent valuer appointed by the the Purchaser (the form and content of which to the satisfaction of the Purchaser); and on or before the Long Stop Date: (i) there having been no material breach of the terms and conditions in the Sale and Purchase Agreement by the Vendor; 6

7 (ii) the representations, warranties and undertakings given by the Vendor in respect of the Sale and Purchase Agreement remaining true, accurate and not misleading; (iii) there being no material adverse change in the business operations of the Target Group; and (iv) the warranties, undertakings and representations given by the Vendor in respect of the Purchaser as a beneficiary remaining true, accurate and not misleading. The Purchaser may at any time agree in writing to waive any or all conditions subsequent, save and except for conditions (a) and (b) above. If the conditions subsequent are not fulfilled by the Vendor or waived by the Purchaser on or before the Long Stop Date, the Sale and Purchase Agreement shall be of no effect since the Long Stop Date. In this regard, the Vendor shall buy-back the Sale Shares from the Purchaser at the consideration equivalent to the Initial Payment. CALL OPTION DEED On 18 January 2017 (after trading hours), the Company and Runyuan, being one of the shareholders of the Guarantor, entered into the Call Option Deed. Pursuant to the Call Option Deed, the Company granted to Runyuan the Call Option which entitles Runyuan to require the Company to sell the Option Shares to Runyuan at the Option Price. The principal terms of the Call Option Deed are summarized as follows: Date: 18 January 2017 (after trading hours) Parties: (a) the Company; and (b) Runyuan Call Option Runyuan shall have the right, at its sole discretion, to require the Company to sell the Option Shares to Runyuan at the Option Price of HK$40,000,000, subject to the conditions as set out below under the section headed Conditions precedent to the exercise of the Call Option. 7

8 The Option Shares represent (i) 20% of the issued share capital of Redbliss, a directly whollyowned subsidiary of the Company and the immediate holding company of the Purchaser; or (ii) 20% of the equity interests in the Target Company. The Option Price was arrived at after arm s length negotiations between the Company and Runyuan on normal commercial terms having taking into consideration of the business development and future prospect of the LNG business and the Target Group, and the Profit Guarantee of the Vendor as set out in the Sale and Purchase Agreement. Consideration The consideration for the grant of the Call Option is HK$1, which shall be satisfied by Runyuan in cash. Conditions precedent to the exercise of the Call Option The Call Option is only exercisable within 90 Business Days after the fulfillment of the following conditions: (a) the fulfillment of the conditions precedent under the Sale and Purchase Agreement; (b) the fulfillment of the conditions subsequent under the Sale and Purchase Agreement; (c) the Sale and Purchase Agreement not being terminated; and (d) the Audited Consolidated Net Profit of the Target Company in respect of the financial year of 2017, 2018 and 2019 is satisfied in accordance with the Profit Guarantee. Upon the fulfillment of the above conditions, Runyuan shall, at its sole discretion, serve a written notice to the Company within 90 Business Days for exercising the Call Option. The Company shall complete the transfer of the Option Shares within 90 Business Days after the receipt of the written notice. If the above conditions are not fulfilled, the Call Option Deed shall be of no effect. 8

9 INFORMATION ON THE GROUP The Group is principally engaged in general trading (including marketing sourcing of technical and electronic products), trading of LNG products, investment in financial assets, provision of money lending and factoring services. INFORMATION ON THE VENDOR, THE GUARANTOR AND RUNYUAN The Vendor is a company established in the PRC with limited liability. Its principal business activity is the operation of a LNG power plant, investment holding and its sole investment is the shareholding interests in the Target Company. The Vendor is wholly owned by the Guarantor, a limited company incorporated in the British Virgin Islands and is principally engaged in investment holdings. As Mr. Chen Haining ( Mr. Chen ) is an executive director, the chairman of the Board and chief executive officer of the Company, Mr. Chen is a connected person of the Company pursuant to Rule 20.07(1) of the GEM Listing Rules. To the best of the Directors knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, Mr. Chen did not hold any Shares and he is also the chairman of the Vendor, a director of the Guarantor and indirectly interested in 8.57% of the equity interests in the Guarantor and the Vendor. Pursuant to Rule 20.10(1)(c) of the GEM Listing Rules, a 30%-controlled company held, directly or indirectly, by the individual, his immediate family members and/or the trustees (individually or together), or any of its subsidiaries is regarded as an associate of the connected person. As Mr. Chen is only indirectly interested in 8.57% of the equity interests in the Guarantor and the Vendor, the Guarantor and the Vendor are not regarded as associates of Mr. Chen pursuant to Rule 20.10(1)(c) of the GEM Listing Rules and therefore are not connected persons of the Company under Rule of the GEM Listing Rules. Runyuan is a limited company incorporated in the British Virgin Islands and an investment holding company, holding 26.67% of the issued share capital of the Guarantor and indirectly interested in 26.67% of the equity interests of the Vendor as at the date of this announcement. Save as disclosed above, to the best of the Directors knowledge, information and belief and having made all reasonable enquiries, Runyuan and the other ultimate beneficial owners of the Vendors and the Guarantors are Independent Third Parties. 9

10 INFORMATION ON THE TARGET GROUP The Target Company is a limited liability company established in the PRC on 23 January 2015 and is wholly-owned by the Vendor as at the date of this announcement. The Target Group is principally engaged in the trading of LNG products and provision of transportation and technical services. The shareholding structure of the Target Group as at the date of this announcement is shown as below: Mr. Chen 100% Runyuan Acute Achieve Limited Independent Third Parties 26.67% 8.57% 64.76% Guarantor 100% Vendor 100% Target Company 100% 55% 100% 100% 100% 100% Shanghai Anyixun Shaoxing Luyuan Wuxi Anyixun Ningbo Luyuan Logistics Ningbo Luyuan LNG Jiaxing Anyixun Target Group 10

11 The shareholding structure of the Target Group immediately after Completion is shown as below: The Company 100% Redbliss 100% Purchaser 100% Target Company 100% 55% 100% 100% 100% 100% Shanghai Anyixun Shaoxing Luyuan Wuxi Anyixun Ningbo Luyuan Logistics Ningbo Luyuan LNG Jiaxing Anyixun Target Group Based on the financial information of the Target Group provided by the Vendor, the unaudited consolidated net liabilities of the Target Group as at 31 December 2016 was approximately RMB28.9 million (equivalent to approximately HK$33.0 million). Further unaudited financial information of the Target Group is set out below: For the year ended 31 December 2016 (unaudited) (RMB 000) For the year ended 31 December 2015 (unaudited) (RMB 000) Net loss before taxation (3,018) (7,572) Net loss after taxation (3,018) (8,035) 11

12 REASONS FOR AND BENEFITS OF THE ACQUISITION Reference is made to the circular of the Company dated 13 July 2015, wherein the Company disclosed in the section headed Letter from the Board Reasons for the Open Offer and Use of Proceeds that, among other things, the Company intended to use approximately HK$126.9 million of the net proceeds of the open offer for future investment in the LNG business, in which approximately HK$114.9 million was not yet utilised as at the date of this announcement. The Target Group is principally engaged in the trading of LNG products and provision of transportation and technical services. The Acquisition will further strengthen the strategic cooperative relationship between the Company and the major players in the oil and gas industries in the PRC. The Directors consider that the LNG market in the PRC will be on an upward trend and the demand of LNG is expected to be growing accordingly. The Acquisition will also facilitate the Company in its expansion in the LNG supply and transmission business. Thus, the Directors believe that the Acquisition will broaden the income stream of the Company. After taking into account the above factors, the Directors consider that the terms and conditions of the Sale and Purchase Agreement and the Call Option Deed are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. FINANCIAL EFFECT OF THE DISPOSAL OF THE OPTION SHARES Pursuant to the Call Option Deed, the Call Option is only exercisable upon the fulfillment of, among other things, the Profit Guarantee. As such, the Call Option is only exercisable not earlier than the year of If the Call Option is exercised by Runyuan, the Company will be required to dispose the Option Shares to Runyuan. Following the disposal of the Option Shares, the Target Company or Redbliss (as the case may be) will continue to be a subsidiary of the Company and the financial results of the Target Group will continue to be consolidated into the consolidated financial statements of the Company. Based on the Consideration for the Acquisition of HK$160,000,000 (being the Group s acquisition cost for the entire equity interests in the Target Group to be recorded in the Group s consolidated financial statements) and the Option Price of HK$40,000,000, it is estimated that the Group will record a gain before taxation attributable to the owners of the Company of approximately HK$8,000,000 from the disposal of the Option Shares. 12

13 USE OF PROCEEDS FROM THE DISPOSAL OF THE OPTION SHARES If the Call Option is exercised and the Option Price is received, the Company intends to apply the proceeds from the disposal of the Option Shares as general working capital of the Group. No proceeds will be available in the event that the Call Option is not exercised by Runyuan. GEM LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Acquisition is/are more than 25% but all of them are less than 100%, the Acquisition constitutes a major transaction of the Company and is therefore subject to the notification, announcement, circular and shareholders approval requirements under Chapter 19 of the GEM Listing Rules. Being one of the conditions precedent under the Sale and Purchase Agreement, the entering into of the Call Option Deed and the transactions contemplated thereunder is also subject to the notification, announcement, circular and shareholders approval requirement. Pursuant to Rule 19.74(1) of the GEM Listing Rules, as the Call Option is not exercisable at the Company s discretion, the Call Option will be classified as if it had been exercised at the time of grant. The exercise of the Call Option by Runyuan will constitute disposal of the Option Shares by the Company. As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the disposal of the Options Shares is/are more than 5% but all of them are less than 25%, the disposal of the Options Shares constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 19 of the GEM Listing Rules. GENERAL The EGM will be convened for the purpose of considering and, if thought fit, approving the Transactions. To the best of the knowledge, information and belief of the Directors, no Shareholder has a material interest in the Transactions. As such, no Shareholder will be required to abstain from voting on the resolution to approve the Transactions. Any vote to be exercised by the Shareholders at the EGM shall be taken by way of poll. A circular containing, amongst other things, (i) further details of the Transactions; and (ii) a notice of the EGM is expected to despatch to the Shareholders on or before 24 February 2017, as additional time is required by the Company for the preparation of certain financial information in the circular. Shareholders and potential investors should note that the Transactions is subject to satisfaction of certain conditions precedent and subsequent and it may or may not be completed. Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares and any other securities of the Company. 13

14 DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: Acquisition the acquisition of the entire equity interests in the Target Company by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement Audited Consolidated Net Profit the audited consolidated net profit after tax of the Target Company for each of the financial year end of 2017, 2018 and 2019 (as the case may be) ascertained after the relevant audit has been completed by the Auditor after the relevant financial year end Auditor the auditor appointed by the Company to complete the audit of the Target Company for the financial year end of 2017, 2018 and 2019 (as the case may be) Board the board of Directors Business Day(s) a day (excluding Saturday, Sunday and public holidays) on which licensed banks in Hong Kong are open to the general public for business Call Option the option granted by the Company to Runyuan pursuant to the Call Option Deed whereby Runyuan shall have the right to require the Company to sell the Option Shares to Runyuan at the Option Price Call Option Deed the call option deed dated 18 January 2017 (after trading hours) entered into between the Company and Runyuan in relation to the granting of the Call Option Company Chinese Energy Holdings Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the GEM (Stock Code: 8009) 14

15 Completion completion of the Acquisition in accordance with the terms and conditions of the Sale and Purchase Agreement connected person(s) has the meaning ascribed to it under the GEM Listing Rules Consideration the total consideration of HK$160,000,000 for the Acquisition pursuant to the Sale and Purchase Agreement Director(s) the director(s) of the Company EGM an extraordinary general meeting of the Company to be convened to consider and approve, among other things, the Transactions GEM Growth Enterprise Market of the Stock Exchange GEM Listing Rules the Rules Governing the Listing of the Securities on GEM Group the Company and its subsidiaries Guarantor All Champion Holdings Limited, a limited company incorporated in the British Virgin Islands and holding the entire equity interests in the Vendor, being the guarantor in the Acquisition HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) party(ies) which is/are independent of and not connected with the connected person(s) of the Company and not a connected person(s) of the Company Jiaxing Anyixun (Jiaxing Anyixun Natural Gas Company Limited*), a company established in the PRC and a wholly-owned subsidiary of the Target Company as at the date of this announcement 15

16 LNG liquefied natural gas Long Stop Date 30 September 2017, or such other date as the Vendor and the Purchaser may agree in writing Ningbo Luyuan LNG (Ningbo Luyuan Liquefied Natural Gas Development Company Limited*), a company established in the PRC and a wholly-owned subsidiary of the Target Company as at the date of this announcement Ningbo Luyuan Logistics (Ningbo Luyuan Logistics Company Limited*), a company established in the PRC and a whollyowned subsidiary of the Target Company as at the date of this announcement Ningbo Luyuan Power or Vendor (Ningbo Luyuan Natural Gas & Power Company Limited*), a company established in the PRC with limited liability Option Price the option exercise price of HK$40,000,000 of the Call Option under the Call Option Deed Option Shares 20% of the issued share capital of Redbliss, or 20% of the equity interests in the Target Company PRC the People s Republic of China, and for the purposes of this announcement, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan Region Purchaser All Profit Limited, a company incorporated in Hong Kong with limited liability and an indirectly wholly-owned subsidiary of the Company Redbliss Redbliss Ventures Limited, a limited company incorporated in the British Virgin Islands and a directly wholly-owned subsidiary of the Company 16

17 RMB Renminbi, the lawful currency of the PRC Runyuan Runyuan Natural Gas Energy Co. Ltd, a limited company incorporated in the British Virgin Islands, holding 26.67% of the issued share capital of the Guarantor and indirectly interested in 26.67% of the equity interests of the Vendor as at the date of this announcement Sale and Purchase Agreement the sale and purchase agreement dated 18 January 2017 (after trading hours) entered into between the Vendor, the Guarantor and the Purchaser in relation to the Acquisition Sale Share(s) 100% equity interests of the Target Company immediately before Completion Shanghai Anyixun (Shanghai Anyixun Natural Gas Company Limited*), a company established in the PRC and a wholly-owned subsidiary of the Target Company as at the date of this announcement Shaoxing Luyuan (Shaoxing Luyuan Heyuan Liquefied Natural Gas Company Limited*), a company established in the PRC of which the Target Company is beneficially interested in 55% of its equity interests as at the date of this announcement Share(s) ordinary share(s) in the issued share capital of the Company Shareholder(s) holder(s) of the Shares Stock Exchange The Stock Exchange of Hong Kong Limited Target Company (Zhejiang Luyuan Anyixun Natural Gas Investment Company Limited*), a company established in the PRC on 23 January 2015 Target Group the Target Company and its subsidiaries 17

18 Transactions Wuxi Anyixun the Acquisition, and the grant of the Call Option pursuant to the Call Option Deed (Wuxi Anyixun Liquefied Natural Gas Company Limited*), a company established in the PRC and a wholly-owned subsidiary of the Target Company as at the date of this announcement % per cent * For identification purposes only For the purpose of illustration only and unless otherwise stated, conversion of RMB into Hong Kong dollars in this announcement is based on the exchange rate of RMB1 to HK$ Such conversion should not be construed as a representation that any amount has been, could have been, or may be, exchanged at this or any other rate. By order of the Board Chinese Energy Holdings Limited Mr. Chen Haining Chairman and Chief Executive Officer Hong Kong, 18 January 2017 As at the date of this announcement, the Executive Directors of the Company are Mr. Chen Haining (Chairman of the Company) and Ms. Wu Hongying; and the Independent Non- Executive Directors of the Company are Mr. Yau Chi Ming, Mr. Ko Ming Tung Edward and Mr. Chen Liang. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the Latest Company Announcements page of the GEM website at for at least seven days from the date of publication and on the website of the Company at 18