City e-solutions Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 557)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcemen...
Author: Junior Cooper
4 downloads 2 Views 246KB Size
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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

City e-Solutions Limited

CHINA TIAN YUAN MANGANESE LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 557)

(Incorporated in the Cayman Islands with limited liability)

JOINT ANNOUNCEMENT (1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY

FOR AND ON BEHALF OF CHINA TIAN YUAN MANGANESE LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN THE SHARE CAPITAL OF CITY E-SOLUTIONS LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY CHINA TIAN YUAN MANGANESE LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT); (2) RESULTS OF THE OFFER; (3) RESIGNATION OF DIRECTORS; AND (4) CHANGE OF CHAIRMAN OF THE BOARD AND AUTHORISED REPRESENTATIVE AND CHANGE IN COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE Financial adviser to China Tian Yuan Manganese Limited

— 1 —

CLOSE OF THE OFFER The Company and the Offeror jointly announce that the Offer closed at 4:00 p.m. on Friday, 9 September 2016 and was not revised or extended. RESULTS OF THE OFFER As at 4:00 p.m. on Friday, 9 September 2016, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror had received valid acceptances in respect of a total of 48,684,551 Offer Shares under the Offer, representing approximately 12.73% of the entire issued share capital of the Company as at the date of this joint announcement. RESIGNATION OF DIRECTORS The Board announces that, with effect from the close of the Offer at 4:00 p.m. on Friday, 9 September 2016: (i) Mr. Kwek Leng Beng resigned as an executive Director, the managing director of the Company and the chairman of the Board; (ii) Mr. Gan Khai Choon resigned as an executive Director, a member of each of the nomination committee and the remuneration committee of the Board and an authorised representative of the Company; (iii) Mr. Chan Bernard Charnwut resigned as a non-executive Director, and a member of each of the audit committee and nomination committee of the Board; (iv) Mr. Ronald Nathaniel Issen resigned as a non-executive Director and the deputy chairman of the Board; (v) Dr. Lo Ka Shui resigned as an independent non-executive Director and the chairman of the nomination committee; (vi) Mr. Lee Jackson a.k.a. Li Chik Sin resigned as an independent non-executive Director, and a member of each of the audit committee, remuneration committee and nomination committee of the Board; and (vii)Mr. Teoh Teik Kee resigned as an independent non-executive Director, the chairman of each of the audit committee and remuneration committee of the Board and a member of the nomination commitee of the Board.

— 2 —

CHANGE OF CHAIRMAN OF THE BOARD AND AUTHORISED REPRESENTATIVE AND CHANGE IN COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE With effect from the close of the Offer at 4:00 p.m. on Friday, 9 September 2016, changes have been made to the chairman of the Board, the authorised representative of the Company and the composition of each of the audit committee, remuneration committee and nomination committee of the Board. Reference is made to the composite offer and response document jointly issued by City e-Solutions Limited (the “Company”) and China Tian Yuan Manganese Limited (the “Offeror”) dated 19 August 2016 (the “Composite Document”) in relation to, among other things, the Offer. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document. CLOSE OF THE OFFER The Company and the Offeror jointly announce that the Offer closed at 4:00 p.m. on Friday, 9 September 2016 and was not revised or extended. RESULTS OF THE OFFER As at 4:00 p.m. on Friday, 9 September 2016, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror had received valid acceptances in respect of a total of 48,684,551 Offer Shares under the Offer, representing approximately 12.73% of the entire issued share capital of the Company as at the date of this joint announcement. SHAREHOLDING STRUCTURE AND PUBLIC FLOAT OF THE COMPANY Immediately prior to the commencement of Offer Period on 15 April 2016, none of the Offeror and parties acting in concert with it were interested in any Shares. Immediately after the Completion and prior to the making of the Offer on 26 July 2016, the Offeror and parties acting in concert with it were interested in 200,854,743 Shares, representing approximately 52.52% of the entire issued share capital of the Company. Immediately after the close of the Offer, taking into account the valid acceptance in respect of the said 48,684,551 Offer Shares tendered under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 249,539,294 Shares, representing approximately 65.25 % of the entire issued share capital of the Company as at the date of this joint announcement. — 3 —

Save as aforesaid, none of the Offeror or any of the parties acting in concert with it held, controlled or directed any Shares and rights over Shares before the commencement of the Offer Period and has not acquired or agreed to acquire any Shares or other securities of the Company or rights over the Shares or any other securities during the Offer Period. The Offeror and parties acting in concert with it have not borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period. Set out below is the shareholding structure of the Company (i) immediately after the Completion and prior to the making of the Offer; and (ii) immediately after the close of the Offer and as at the date of this joint announcement: (i) Immediately after the Completion and prior to the making of the Offer Number of Approximate Shares % Offeror and parties acting in concert with it Directors and Chief Executive Officer Independent Shareholders Total

(ii) Immediately after the close of the Offer Number of Approximate Shares %

200,854,743

52.52%

249,539,294

65.25

6,415,592 Note 175,179,189

1.68% 45.80%

— 132,910,230

— 34.75

100%

382,449,524

100%

382,449,524

Note: Includes Shares held by Mr. Kwek Leng Beng (ex-Director), Mr. Gan Khai Choon (ex-Director), Mr. Lawrence Yip Wai Lam (executive Director), Mr. Chan Bernard Charnwut (ex-Director) and Mr. Wong Hong Ren (Chief Executive Officer)

Immediately after the close of the Offer and as at the date of this joint announcement subject to the due registration by the Registrar of the transfer of the Shares tendered under the Offer, 132,910,230 Shares, representing approximately 34.75% of the entire issued share capital of the Company, are held by the public. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied. RESIGNATION OF DIRECTORS The Board announces that, with effect from the close of the Offer at 4:00 p.m. on Friday, 9 September 2016: (i) Mr. Kwek Leng Beng resigned as an executive Director, the managing director of the Company and the chairman of the Board; — 4 —

(ii) Mr. Gan Khai Choon resigned as an executive Director, a member of each of the nomination committee and the remuneration committee of the Board and an authorised representative of the Company; (iii) Mr. Chan Bernard Charnwut resigned as a non-executive Director, and a member of each of the audit committee and nomination committee of the Board; (iv) Mr. Ronald Nathaniel Issen resigned as a non-executive Director and the deputy chairman of the Board; (v) Dr. Lo Ka Shui resigned as an independent non-executive Director and chairman of the nomination committee of the Board; (vi) Mr. Lee Jackson a.k.a. Li Chik Sin resigned as an independent non-executive Director, and a member of each of the audit committee, remuneration committee and nomination committee of the Board; and (vii)Mr. Teoh Teik Kee resigned as an independent non-executive Director, the chairman of each of the audit committee of the Board and remuneration committee of the Board and A member of the nomination commitee of the Board. Each of the resigning Directors has confirmed that (i) he has no disagreement with the Board; and (ii) there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders. Mr. Kwek Leng Beng, Mr. Gan Khai Choon, Mr. Chan Bernard Charnwut and Mr. Ronald Nathaniel Issen resigned from directorship as a result of the change in control of the Company following the close of the Offer; Dr. Lo Ka Shui, Mr. Lee Jackson a.k.a. Li Chik Sin and Mr. Teoh Teik Kee resigned from directorship in order to free up more time for other personal commitment. The Board would like to take this opportunity to express its appreciation for the valuable contribution of the resigning Directors to the Company during their respective terms of service. CHANGE OF CHAIRMAN OF THE BOARD AND AUTHORISED REPRESENTATIVE AND CHANGE IN COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE With effect from the close of the Offer at 4:00 p.m. on Friday, 9 September 2016: (i) Mr. Jiang Yulin, an executive Director, has been appointed as the chairman of the Board; — 5 —

(ii) Ms. Zhang Xian, an executive Director, has been appointed as an authorised representative of the Company for the purposes of the Listing Rules; (iii) Mr. Yuen Kwok Kuen, Mr. Hu Baihe and Mr. Guo Jingbin have been appointed as members of the audit committee of the Board, with Mr. Yuen Kwok Kuen being the chairman; (iv) Mr. Hu Baihe, Mr. Yuen Kwok Kuen, Mr. Guo Jingbin and Mr. Jiang Yulin have been appointed as members of the nomination committee of the Board, with Mr. Hu Baihe being the chairman; and (v) Mr. Guo Jingbin, Mr. Yuen Kwok Kuen, Mr. Hu Baihe and Ms. Zhang Xian have been appointed as members of the remuneration committee of the Board, with Mr. Guo Jingbin being the chairman. By Order of the Sole Director of China Tian Yuan Manganese Limited Jia Yan Sole Director

By Order of the Board City e-Solutions Limited Jiang Yulin Chairman and Executive Director

Hong Kong, 9 September 2016 As at the date of this joint announcement, the Board comprises six Directors, of which Mr. Jiang Yulin, Ms. Zhang Xian and Mr. Lawrence Yip Wai Lam are executive Directors; and Mr. Hu Baihe, Mr. Yuen Kwok Kuen and Mr. Guo Jingbin are independent non-executive Directors. The Directors, Mr. Kwek Leng Beng, Mr. Gan Khai Choon, Mr. Chan Bernard Charnwut, Mr. Ronald Nathaniel Issen, Dr. Lo Ka Shui, Mr. Lee Jackson a.k.a. Li Chik Sin and Mr. Teoh Teik Kee jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror, its associates and parties acting in concert with any of them), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinion expressed by the Offeror, its associates and parties acting in concert with any of them) 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 statement contained in this joint announcement misleading. As at the date of this joint announcement, the Offeror is owned as to approximately 77.0% and 22.6% by Mr. Jia Tianjiang ( 賈天將 ) and HK Jingjin Int’l Share Group Limited, which is in turn wholly owned by Mr. Cui He ( 崔鶴 ), respectively. The sole director of the Offeror is Ms. Jia Yan. The sole director of the Offeror, Mr. Jia Tianjiang ( 賈天將 ) and Mr. Cui He ( 崔鶴 ) jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, its associates and parties acting in concert with it), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinion expressed by the Group, its associates and parties acting in concert with it) 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 statement contained in this joint announcement misleading.

— 6 —

Suggest Documents