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CStone Pharmaceuticals — M&A Activity 2022
Jul 7, 2022
50715_rns_2022-07-07_fe3bdce9-65f2-4a91-b694-1049e4165654.pdf
M&A Activity
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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 is not intended to and does not constitute, or form part of, an invitation or offer to acquire, purchase or subscribe for any securities of Yancoal or Yankuang Energy or the solicitation of any vote or approval in any jurisdiction.
This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the applicable laws or regulations of such jurisdiction.
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兗礦能源集團股份有限公司
YANKUANG ENERGY GROUP COMPANY LIMITED*
(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01171)
UPDATE PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE
This announcement is made by Yankuang Energy Group Company Limited (“ Yankuang Energy ”) pursuant to Rule 3.7 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”).
Reference is made to (i) the announcement made by Yankuang Energy on 25 May 2022 in relation to the Potential Transactions pursuant to, among other things, Rule 3.7 of the Takeovers Code (the “ Rule 3.7 Announcement ”), (ii) the announcement made by Yancoal on 30 May 2022 in relation to the Potential Transactions, (iii) the announcement made by Yancoal on 7 June 2022 in relation to the Potential Transactions, and (iv) the announcement made by Yankuang Energy on 7 June 2022 in relation to a progress update on the Potential Transactions.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those in the Rule 3.7 Announcement.
Yankuang Energy wishes to update the respective shareholders and potential investors of Yankuang Energy and Yancoal that (i) its preparations regarding the Potential Transactions are still on-going and (ii) no firm decision has yet been made by Yankuang Energy as to whether to proceed with the Potential Transactions.
In compliance with Rule 3.7 of the Takeovers Code, Yankuang Energy will continue to make announcement(s) setting out any progress regarding the Potential Transactions until an announcement of a firm intention to proceed with the Potential Transactions under
Rule 3.5 of the Takeovers Code or of a decision not to proceed with the Potential Transactions is made.
WARNING: Shareholders and potential investors of Yankuang Energy and Yancoal should be aware that the Potential Transactions are subject to significant uncertainty. The Potential Transactions are subject to market conditions and any decision to proceed by Yankuang Energy, and may or may not proceed. If the Potential Transactions are finalised and decided by Yankuang Energy to be proceeded with, they will be subject to the fulfilment or (where applicable) waiver of certain preconditions (such as obtaining Yankuang Energy’s shareholders’ approval, the filing with, and approval of, the relevant PRC and overseas governmental and regulatory bodies, and other pre-conditions to be determined based on the potential transaction structure if the Potential Transactions proceed) and conditions, and may or may not be completed. Hence, there is no assurance that the Potential Transactions will proceed, materialise or be consummated, eventually.
Shareholders and potential investors of Yankuang Energy and Yancoal are therefore advised to exercise caution when dealing in the shares and/or other securities of Yankuang Energy and Yancoal. Persons who are in doubt as to the action they should take should consult their professional stockbroker, bank manager, solicitor or other professional adviser.
Shareholders and potential investors of Yankuang Energy and Yancoal should also be aware that this announcement: (i) is not intended to constitute, and does not constitute, an offer capable of acceptance or to otherwise give rise to any binding contract or commitment; and (ii) is not intended to constitute, and does not constitute, a proposal to make a takeover bid for the purposes of section 631 of the Australian Corporations Act 2001 (Cth) or any firm intention to make any offer under the Takeovers Code in Hong Kong.
By order of the board of directors Yankuang Energy Group Company Limited Li Wei* Chairman of the board of directors
Zoucheng, Shandong Province, the PRC
7 July 2022
* For identification purposes only
As of the date of this announcement, the directors of Yankuang Energy are Mr. Li Wei, Mr. Liu Jian, Mr. Xiao Yaomeng, Mr. Zhu Qingrui, Mr. Zhao Qingchun, Mr. Wang Ruolin and Mr. Huang Xiaolong, and the independent non-executive directors of Yankuang Energy are Mr. Tian Hui, Mr. Zhu Limin, Mr. Cai Chang, and Mr. Poon Chiu Kwok.
The directors of Yankuang Energy 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 statements in this announcement misleading.
This announcement is originally prepared in English. In case of any inconsistency between the English version and the Chinese version, the English version shall prevail.