THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Shenhua Energy Company Limited, you should at once pass this circular to the purchaser, the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Shenhua Energy Company Limited.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 01088)
DISCLOSEABLE TRANSACTION
CONTINUING CONNECTED TRANSACTION
RESCISSION OF THE ORIGINAL FINANCIAL SERVICES AGREEMENT AND
ENTERING INTO FINANCIAL SERVICES AGREEMENT
PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
REDUCTION OF REGISTERED CAPITAL AND AMENDMENTS TO THE
ARTICLES OF ASSOCIATION
PROPOSAL FOR GENERAL MANDATE TO REPURCHASE H SHARES
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
A letter from the Board is set out on pages 1 to 30 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on page 31 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 32 to 46 of this circular.
Notices convening the AGM and the H Shareholders' Class Meeting with reply slips and forms of proxy for use at the said meetings will be dispatched by the Company to the Shareholders as soon as practicable in accordance with the Hong Kong Listing Rules.
14 May 2021
CONTENTS | ||
Page | ||
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii | |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
1 | INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 |
2 | RESCISSION OF THE ORIGINAL FINANCIAL SERVICES AGREEMENT AND | |
ENTERING INTO FINANCIAL SERVICES AGREEMENT . . . . . . . . . . . . . . . . . . . . | 2 | |
3 | PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR. . . . . . . . . . . . . . . | 18 |
4 | REDUCTION OF REGISTERED CAPITAL AND AMENDMENTS TO THE | |
ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 20 | |
5 | PROPOSAL FOR GENERAL MANDATE TO REPURCHASE H SHARES . . . . . . . . | 27 |
6 | THE AGM AND THE CLASS MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 28 |
7 | RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 29 |
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . | 31 | |
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . . . . . | 32 | |
APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 47 | |
APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 51 |
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"2019 Financial Services | the Financial Services Agreement entered into on 22 March 2019 |
Agreement" | between the Company and Finance Company; |
"2020 Financial Services | the Financial Services Agreement entered into on 27 March 2020 |
Agreement" | between the Company and Finance Company; |
"A Share(s)" | the domestic share(s) issued by the Company to domestic investors |
denominated in RMB and which are listed on the Shanghai Stock | |
Exchange; | |
"A Shareholder(s)" | holder(s) of A Share(s); |
"A Shareholders' Class | the class meeting of the A Shareholders to be held at Conference Room |
Meeting" | 1906, 19/F, Block C, Shenhua Tower, 16 Ande Road, Dongcheng |
District, Beijing, the PRC on Friday, 25 June 2021 at 10:00 a.m.; | |
"Abstained Directors" | Mr. Wang Xiangxi and Mr. Jia Jinzhong, who had abstained from |
voting as Directors on the relevant board resolution(s); | |
"AGM" | the 2020 annual general meeting of the Company to be held on 25 June |
2021; | |
"Articles of Association" | the articles of association of the Company; |
"associate" | has the meaning ascribed thereto under the Hong Kong Listing Rules; |
"Board" | the board of Directors; |
"CBIRC" | China Banking and Insurance Regulatory Commission; |
"CSRC" | China Securities Regulatory Commission; |
"China Energy" | China Energy Investment Corporation Limited (國家能源投資集團有 |
限責任公司), the controlling shareholder of the Company as defined | |
under the Hong Kong Listing Rules; |
- ii -
DEFINITIONS | |
"China Energy Group" | collectively, China Energy and its subsidiaries (excluding the Group); |
"Company" | China Shenhua Energy Company Limited (中國神華能源股份有限 |
公司), a joint stock limited company incorporated in the PRC, the H | |
shares of which are listed on the Hong Kong Stock Exchange and the | |
A shares of which are listed on the Shanghai Stock Exchange; | |
"Director(s)" | the director(s) of the Company; |
"Finance Company" | China Energy Finance Co., Ltd. (國家能源集團財務有限公司), a |
limited company incorporated in the PRC, formerly known as Shenhua | |
Finance Co., Ltd. (神華財務有限公司); | |
"Financial Services Agreement" | the financial services agreement dated 26 March 2021 entered into |
between the Company and Finance Company; | |
"Group" | the Company and its subsidiaries; |
"H Share(s)" | the overseas-listed foreign invested share(s) in the Company's share |
capital, with a nominal value of RMB1.00 each, which are listed on the | |
Hong Kong Stock Exchange; | |
"H Share Repurchase Mandate" | the general mandate to exercise the power of the Company to |
repurchase H Shares not exceeding 10% of the number of H Shares in | |
issue as at the date of passing the proposed resolution(s) approving the | |
H Share Repurchase Mandate at the AGM, the A Shareholders' Class | |
Meeting and the H Shareholders' Class Meeting, details of which are | |
set out in the notice of the AGM and the notice of the H Shareholders' | |
Class Meeting; | |
"H Shareholder(s)" | holder(s) of H Share(s); |
"H Shareholders' Class | the class meeting of the H Shareholders to be held at Conference Room |
Meeting" | 1906, 19/F, Block C, Shenhua Tower, 16 Ande Road, Dongcheng |
District, Beijing, the PRC on Friday, 25 June 2021 at 10:15 a.m.; | |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC; |
"Hong Kong Listing Rules" | The Rules Governing the Listing of Securities on The Stock Exchange |
of Hong Kong Limited; | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited; |
- iii -
DEFINITIONS | |
"Independent Board | an independent board committee of the Board comprising all |
Committee" | independent non-executive Directors; |
"Independent Financial | Gram Capital Limited, a licensed corporation to carry on Type 6 |
Adviser" or "Gram Capital" | (advising on corporate finance) regulated activity as defined under |
the SFO, the independent financial adviser to the Independent Board | |
Committee and the Independent Shareholders in respect of the | |
transactions contemplated under the Financial Services Agreement; | |
"Independent Shareholders" | Shareholders who are not required to abstain from voting on the |
relevant resolution(s) relating to the subject transactions to be proposed | |
at the AGM under the Hong Kong Listing Rules; | |
"Latest Practicable Date" | 10 May 2021, being the latest practicable date prior to the issuance of |
this circular for ascertaining certain information contained herein; | |
"Members of China Energy | including China Energy, its subsidiaries in which China Energy |
Group" | holds over 51% equity interests (the "China Energy Subsidiaries"), |
companies in which China Energy and the China Energy Subsidiaries | |
individually or jointly hold(s) over 30% equity interests, public | |
institution(s) or social organisation(s) with legal person(s) status under | |
China Energy and its subsidiaries, but excluding the Group; | |
"Members of the Group" | including the Company, its subsidiaries in which the Company holds |
over 51% equity interests (the "Company Subsidiaries"), companies | |
in which the Company and the Company Subsidiaries individually or | |
jointly hold(s) over 30% equity interests, public institution(s) or social | |
organisation(s) with legal person(s) status under the Company and its | |
subsidiaries; | |
"Original Financial Services | the financial services agreement dated 29 December 2020 entered into |
Agreement" | between the Company and Finance Company; |
- iv -
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CSEC - China Shenhua Energy Company Ltd. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 15:48:13 UTC.