Pacific Basin Shipping Limited — M&A Activity 2021

Feb 5, 2021

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)

ANNOUNCEMENT 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 ”).

POSSIBLE MANDATORY GENERAL OFFER

The board (the “ Board ”) of directors (the “ Directors ”) of the Company was recently informed by Rich Crown International Industries Limited (“ Rich Crown ”) together with Gorgeous Investment Group Holdings Co., Limited (“ Gorgeous Investment ”) that a dispute has arisen to which Gorgeous Investment is a party. As at the date of this announcement, Gorgeous Investment is the legal and beneficial owner of 4,092,084,312 shares of the Company, representing approximately 43.65% of the entire issued share capital of the Company. Gorgeous Investment is a wholly-owned subsidiary of Shanghai Gorgeous Investment Development Company Limited, which in turn is held by Shanghai Gu Yuan Property Development Company Limited (“ Shanghai Gu Yuan ”) as to 75.66%. The equity interest of Shanghai Gu Yuan is held by Rich Crown and Creaton Holdings Limited (“ Creaton ”) as to 59.79% and 40.21%, respectively. The equity interest of each of Rich Crown and Creaton is held by Mr. Ko Tin Kwok as to 100%.

The Board was further informed that there is a dispute involving a facility agreement which was entered into between Rich Crown and Industrial Bank Co., Ltd. (the “ Lender ”) in 2018. The facility agreement was secured by a total of 4,363,014,000 shares of the Company (accounted for 46.54% of the total issued share capital of the Company) (the “ Pledged Shares ”) by way of two account charges, being (i) an account charge executed by Gorgeous Investment (as chargor) in favour of the Lender, and (ii) an account charge executed by another company (as chargor) also in favour of the Lender. In December 2020, the Lender has purportedly taken action to enforce the security interest in the Pledged Shares and appointed the purported receivers (the “ Purported Receivers ”) over the Pledged Shares (the “ Receivership ”).

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The Board was further informed that the dispute is of great contentious nature. The Board is given to understand that Gorgeous Investment has already sought legal advices in relation to the Dispute and have taken active legal actions including, among other things, (i) filing a defence and counterclaim against the Lender, and (ii) challenging the validity of the Receivership (the “ Dispute ”). In addition, the Board has also received a notice from the Purported Receivers.

The Purported Receivers claimed that they have been appointed as the receivers over the Pledged Shares. The appointment may result in the sale of the Pledged Shares to other third-party purchasers, which may in turn trigger a mandatory general offer for relevant securities of the Company. Such an alleged appointment may or may not lead to an offer. The Company is not in the position, at this stage, to ascertain the validity of the Receivership and the outcome thereof and to announce and provide further information in respect to the aforesaid.

DEALING DISCLOSURE

As a result of the aforesaid, for the purpose of the Takeovers Code, the offer period of the Company has commenced on the date of this Announcement. As at the date of this announcement, the Company has a total issued share capital of 9,374,351,360 ordinary shares. Other than the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement. Associates (having the meaning given to it under the Takeovers Code, including persons holding 5% or more of any class of relevant securities of the Company) of the Company are reminded to disclose their dealings in the relevant securities of the Company under Rule 22 of the Takeovers Code.

MONTHLY UPDATE

In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) should be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer under the Takeovers Code is made. 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.

RESPONSIBILITIES OF STOCKBROKERS, BANKS AND OTHER INTERMEDIARIES

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

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This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

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 Zhang Liang Chairman and Chief Executive Officer

Hong Kong, 5 February 2021

As at the date of this announcement, Mr. Zhang Liang, Mr. Hu Hanyang, Mr. Weng Xiaoquan, Mr. Bo Dateng and Mr. Chen Xiaxuan are the executive directors of the Company; and Mr. Lam Cheung Mau, Mr. Pun Hau Man and Mr. Wang Yuzhou 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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