If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Yuhua Energy Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
裕華能源控股有限公司
(formerly known as Shinhint Acoustic Link Holdings Limited 成謙聲匯控股有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2728)CONNECTED TRANSACTION RELATING TO THE SUBSCRIPTION OF NEW SHARES
BY A SUBSTANTIAL SHAREHOLDER;
APPLICATION FOR WHITEWASH WAIVER; AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Financial Adviser to the Company
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
Terms used in this cover shall have the same meanings as defined in this circular.
A letter from the Board is set out on pages 6 to 21 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 22 to 23 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 24 to 49 of this circular.
A notice dated 21 January 2016 convening the EGM to be held on Friday, 5 February 2016 at 10:30 a.m. at Room 2207, 22/F, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you are able to attend the EGM in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof if you so wish and, in such event, the relevant form of proxy shall be deemed to be revoked.
21 January 2016
Page
DEFINITIONS .. ....... ........ ....... ....... ........ ....... ........ ....... .. 1
LETTER FROM THE BOARD .. ....... ....... ........ ....... ........ ....... .. 6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . ........ ....... .. 22
LETTER FROM GOLDIN ...... ....... ....... ........ ....... ........ ....... .. 24
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP ... ....... .. I-1
APPENDIX II - PROPERTY VALUATION REPORT ...... ........ ....... .. II-1
APPENDIX IIIA - REPORT FROM CHENG & CHENG LIMITED
ON THE PROFIT WARNING STATEMENT .... ....... .. IIIA-1
APPENDIX IIIB - REPORT FROM ASTRUM CAPITAL MANAGEMENT
LIMITED ON THE PROFIT WARNING STATEMENT . . . IIIB-1 APPENDIX IV - GENERAL INFORMATION ....... ....... ........ ....... .. IV-1 NOTICE OF THE EGM ........ ....... ....... ........ ....... ........ ....... .. EGM-1
In this circular, unless the context otherwise requires, the following terms or expressions shall have the meanings set out below:
''Announcement'' the announcement of the Company dated 4 December 2015 relating to, among other things, the Subscription Agreement and the transactions contemplated thereunder, the grant of the Specific Mandate and the Whitewash Waiver
''associate(s)'' has the meaning ascribed to it under the Listing Rules
''Bao Ta Chemical'' 廣州寶塔石化有限公司 (Guangzhou Bao Ta Chemical Company Limited*)
''Board'' the board of Directors
''Business Day'' any day (other than a Saturday or Sunday, or a day on which a tropical cyclone warning signal numbered 8 or above or a ''black'' rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.) on which licensed banks in Hong Kong are open for business and the Stock Exchange is open for the business of dealing in securities
''Company'' Yuhua Energy Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange
''Completion'' completion of the Subscription in accordance with the terms and conditions of the Subscription Agreement
''Completion Date'' the date of Completion, being any day within 10 Business
Days from the day on which all the Conditions have been fulfilled, or such later date as may be agreed between the Company and the Subscriber
''Conditions'' the conditions precedent to Completion, as more particularly set out under the section headed ''Conditions of the Subscription'' in this circular
''connected person'' has the meaning as ascribed to it under the Listing Rules
''Director(s)'' director(s) of the Company
''EGM'' an extraordinary general meeting of the Company to be convened for the purpose of considering, and if thought fit, approving the Subscription Agreement and the transactions contemplated thereunder, the grant of the Specific Mandate and the Whitewash Waiver
''Executive'' the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any of his delegates
''Fuhua Fujian Energy'' 富華（福建）能源有限公司 (Fuhua (Fujian) Energy Company
Limited*), an indirect wholly-owned subsidiary of the Company
''Fujian Ji Yuan'' 福建吉源物流有限公司 (Fujian J i Yuan Logistics Company Limited*)
''Group'' the Company and its subsidiaries
''Hong Kong'' Hong Kong Special Administrative Region of the PRC
''Independent Board Committee'' an independent board committee of the Company,
comprising all independent non-executive Directors, namely Mr. Liu Yang, Mr. Lum Pak Sum and Mr. Zhang Jiping, which has been established by the Board for the purpose of advising the Independent Shareholders on the Subscription Agreement and the transactions contemplated thereunder, the grant of the Specific Mandate and the Whitewash Waiver and as to voting
''Independent Financial Adviser'' or ''Goldin''
Goldin Financial Limited, a corporation licensed to carry out type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the Subscription Agreement and the transactions contemplated thereunder, the grant of the Specific Mandate and the Whitewash Waiver and as to voting
Yuhua Energy Holdings Ltd. issued this content on 2016-01-20 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-20 14:18:09 UTC
Original Document: http://yuhuaenergy.com/eng/announcement_n_circulars/ew_02728Cir-21012016.pdf
