china lng group limited 中國天然氣集團有限公司 - HKEXnews

Mar 31, 2016 - into a memorandum of understanding (the “MOU”) with Xinjiang Xintou Energy Development Co., Ltd. (新疆新投能源開發有限公司) (“Xintou”), ...
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CHINA LNG GROUP LIMITED 中國天然氣集團有限公司 * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 931)

INSIDE INFORMATION SALE OF SHARES BY CONTROLLING SHAREHOLDER This announcement is made by China LNG Group Limited (the “Company”) pursuant to Rules 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 under Part XIVA of the Securities and Futures Ordinance (“SFO”) (Chapter 571 of the Laws of Hong Kong). The Company has been informed by its controlling shareholder, Mr. Kan Che Kin, Billy Albert (“Mr. Kan”), the chairman and an executive Director of the Company, that on 31 March 2016, it has entered into a memorandum of understanding (the “MOU”) with Xinjiang Xintou Energy Development Co., Ltd ( 新疆新投能源開發有限公司 ) (“Xintou”), an individual third party. Mr. Kan has agreed to sell, subject to the terms and conditions of the MOU, 3,080,000,000 shares of HK$0.002 each in the share capital of the Company (“Shares”) (representing approximately 5.46% of the existing issued share capital of the Company) to Xintou, for a consideration of HK$800,800,000, at HK$0.26 per Share (the “Xintou Disposal”). Conditions Precedent Completion of the Xintou Disposal will be conditional upon all necessary consents, licences, authorizations and approvals required to be obtained on the part of Xintou in respect of the MOU contemplated hereby having been obtained and remained in full force and effect.


INFORMATION ON XINTOU Xintou was incorporated in June 2014 with the registered capital of RMB100 million and is a subsidiary of Xinjiang Investment Development (Group) Co., Ltd. *( 新疆投資發展(集團)有限責任公司 ) (“Xinjiang Investment Group”). Xinjiang Investment Group was established in May 2006 through merger of assets of Xinjiang Uygur Autonomous Region Investment Company *( 新疆維吾爾自治區投 資公司 ) and Xinjiang Uygur Autonomous Region Technical Reconstruction Investment Company *( 新 疆維吾爾自治區技術改造投資公司 ) under the strategic plan on deployment of state-owned assets by the People’s Government of Xinjiang Uygur Autonomous Region with the approval of the State-owned Assets Supervision and Administration Commission *( 國務院國有資產監督管理委員會 ) (“SASAC”) of Xinjiang Uygur Autonomous Region (“XUAR”). Xinjiang Investment Group is a provincial state-owned investment company which is under direct supervision of the SASAC of XUAR and is the major governmental investment arm of XUAR. Xinjiang Investment Group functions as a governmental investment and financing platform, state-owned assets operational platform and management of state-owned assets authority. Xinjiang Investment Group is an advocator of the national strategy “One Belt and One Road” and invested in Guanghui Energy Co., Ltd *( 廣匯能源股份有限公司 ) (“Guanghui”) which is one of the leading companies in the liquefied natural gas industry in Xinjiang. The shares of Guanghui are listed on the Shanghai Stock Exchange (Stock code: 600256.SH). By the end of 2015, Xinjiang Investment Group has invested in 41 companies, including 3 wholly-owned subsidiaries, 11 subsidiaries and 27 companies without controlling interests in which four of them are listed companies on the Shanghai Stock Exchange including Guanghui, Tebian Electric Apparatus Stock Co., Ltd. *( 特變電工股份有限公司 ) (Stock code: 600089.SH), Xinjiang Ba Yi Iron & Steel Co.,Ltd. *( 新疆八一鋼鐵股份有限公司 ) (Stock code: 600581.SH), Markor International Home Furnishings Co., Ltd. *( 美克國際家居用品股份有限公司 ) (Stock code: 600337.SH). Xinjiang Investment Group business is diversified into 15 industries and areas such as electricity, iron and steel, petroleum and chemicals, mining, finance, commercial logistics, high-tech industry, real estate, hotels, tourism and light manufacturing.


SHAREHOLDING STRUCTURE Immediately before the completion of the Xintou Disposal, Mr. Kan owns a total of 38,442,648,590 Shares, representing approximately 68.18% of the issued share capital of the Company. Immediately after completion of the Xiutou Disposal, Mr. Kan will own a total of 35,362,648,590 Shares, representing approximately 62.72% of the total existing issued share capital of the Company. After the completion of the Xintou Disposal, Xintou will hold 800,800,000 Shares, representing approximately 5.46% of the total existing issued share capital of the Company. By Order of the Board China LNG Group Limited Kan Che Kin, Billy Albert Chairman Hong Kong, 31 March 2016 As at the date of this announcement, the executive Directors are Mr. Kan Che Kin, Billy Albert, Mr. Chen Li Bo, Ms. Li Shu Han, Eleanor Stella and Mr. Li Kai Yien, Arthur Albert; the non-executive Directors are Dr. Lam, Lee G. and Mr. Simon Murray; and the independent non-executive Directors are Mr. Li Siu Yui, Mr. Ip Woon Lai and Mr. Lam Lum Lee. * For identification purposes only