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China CBM Group Company Limited Proxy Solicitation & Information Statement 2021

Apr 21, 2021

51359_rns_2021-04-21_683cbdcf-8e6a-41f5-a5be-79d85d0e678e.pdf

Proxy Solicitation & Information Statement

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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 securities of the Company.

China CBM Group Company Limited 中國煤層氣集團有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8270)

DESPATCH OF CIRCULAR IN RELATION TO (1) CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF NEW SHARES BY A SUBSTANTIAL SHAREHOLDER UNDER SPECIFIC MANDATE

(2) APPLICATION FOR WHITEWASH WAIVER AND

(3) NOTICE OF SPECIAL GENERAL MEETING

Reference is made to the announcement (the “ Announcement ”) issued by China CBM Group Company Limited (the “ Company ”) dated 31 December 2020 in relation to, among others, the Subscription and the Whitewash Waiver and the announcements (the “ Delay Announcements ”, together with the Announcement as the “ Announcements ”) of the Company dated 21 January 2021, 11 February 2021, 26 March 2021 and 16 April 2021 respectively in relation to, among others, the delay in despatch of the Circular. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcements.

DESPATCH OF THE CIRCULAR

The Board is pleased to announce that the Circular containing, among other things, (i) details of the Subscription and the Whitewash Waiver; (ii) the recommendation of the Listing Rules IBC to the Independent Shareholders; (iii) the recommendation of the Takeovers Code IBC to the Independent Shareholders; (iv) the letter of advice from the independent financial adviser to the Listing Rules IBC, the Takeovers Code IBC and the Independent Shareholders in relation to the Subscription and the Whitewash Waiver; and (v) a notice of the SGM, would be despatched to the Shareholders on 22 April 2021.

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The SGM will be held at Conference room, 14/F, Building B, Phase 1, Tianan Innovation Tech-Square, 25 Tairan 4th Road, Futian District, Shenzhen, China on Friday, 21 May 2021 at 11:00 a.m..

By order of the Board China CBM Group Company Limited Wang Zhong Sheng Chairman

Hong Kong, 21 April 2021

As at the date of this announcement, the executive Directors are Mr. Wang Zhong Sheng and Mr. Chang Jian, the non-executive Directors are Mr. Duan Shi Chuan, Mr. Wang Chen and Mr. Liang Feng and the independent non-executive Directors are Mr. Lau Chun Pong, Mr. Wang Zhi He and Mr. Xu Yuan Jian.

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 statement in this announcement misleading.

In the case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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 for at least 7 days from the date of its posting.

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