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Pacific Basin Shipping Limited M&A Activity 2021

Dec 2, 2021

50538_rns_2021-12-02_3a4d9cfa-4e7c-4527-b429-ce4f894193ed.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.

**CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 ***

(Incorporated in Bermuda with limited liability) (Stock Code: 1004)

MONTHLY PROGRESS UPDATE ON POSSIBLE TRANSACTION PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by China Smarter Energy Group Holdings Limited (the “ Company ”) pursuant to Rule 3.7 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”). References are made to the announcements of the Company dated 5 February 2021, 8 March 2021, 8 April 2021, 7 May 2021, 7 June 2021, 2 July 2021, 2 August 2021, 6 September 2021, 6 October 2021 and 8 November 2021 (the “ Announcements ”). Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

On 29 November 2021, the Company was notified by the Purported Receivers that they were still in the preliminary discussion with several potential investors and had not entered into any legally binding agreements. Save as aforesaid, the Company confirmed that no further information has been received from Gorgeous Investment or the Purported Receivers of any proposed change of the ownership of the Pledged Shares which may or may not involve a change of the controlling shareholder of the Company and may in turn trigger a mandatory general offer obligation under Rule 26.1 of the Takeovers Code. The Company has made enquiries with Gorgeous Investment in relation to the Receivership and Gorgeous Investment’s application for an injunction against the Purported Receivers regarding the Receivership and relevant reply has not been received as of the date of this announcement. Save as aforesaid, the Company has not received any new or further development information on the Pledged Shares since the announcement of the Company dated 8 November 2021.

As disclosed in the announcements of the Company dated 5 October 2021, 11 October 2021 and 10 November 2021 (the “ Winding Up Petition Announcements ”), the High Court has ordered the adjournment of the hearing of the winding up petition against the Company filed by the Petitioner (the “ Nine United Petition ”) to 26 January 2022 and the Company intends to engage in negotiations with the Petitioner with a view to reaching settlement on the relevant matter. As at the date of this announcement, no winding up order has been granted by the High Court to wind up the Company. Under the relevant laws and regulations applicable to the Company, any disposition of property of the Company, including things in action, and any transfer of shares of the Company (including the transfer of the Pledged Shares by the Purported Receivers), made after the commencement of the winding up, shall, unless the court otherwise orders, be void. Please refer to the Winding Up Petition Announcements for further information.

  • For identification purposes only

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In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the matter will be made by the Company until an announcement is made of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or a mandatory general offer obligation under the Takeovers Code will not be triggered as a result of the Receivership or the Receivership by the Purported Receivers has been terminated. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code.

WARNINGS: There is no assurance that the Receivership will result in a change of controlling shareholder and lead to general offers under Rule 26.1 of the Takeovers Code for the securities of the Company. Shareholders and public investors should exercise extreme caution when dealing in the securities of the Company.

By order of the Board China Smarter Energy Group Holdings Limited Chen Xiaxuan Chairman and Executive Director

Hong Kong, 2 December 2021

As at the date of this announcement, Mr. Chen Xiaxuan, Mr. Hu Hanyang, Mr. Weng Xiaoquan and Mr. Bo Dateng are the executive directors of the Company; Mr. Chen Lei is the non-executive director of the Company; and Mr. Lam Cheung Mau, Mr. Pun Hau Man and Mr. Lo Ka Ki are the independent non-executive directors of the Company.

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 statements in this announcement misleading.

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