meinen die
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 SOLAR ENERGY HOLDINGS LIMITED
􀊕􀨷􀹕􀿫􀎈􀽥􀦐􀹕􀪛􀙰􀏞􀠢􀊮􀌡*
(Incorporated in Bermuda with limited liability)
(Stock Code: 155)
(1) POLL RESULTS OF THE SPECIAL GENERAL MEETING
HELD ON 15 MAY 2013;
(2) TRADING ARRANGEMENTS;
(3) ADJUSTMENTS TO EXERCISE PRICES AND NUMBER
OF OUTSTANDING OPTIONS GRANTED
UNDER THE SHARE OPTION SCHEME; AND
(4) ADJUSTMENT TO CONVERSION PRICE OF
CONVERTIBLE NOTES
The Board is pleased to announce that the special resolution proposed at the SGM was
duly passed by the Shareholders at the SGM held on 15 May 2013 by way of poll. As all
the conditions of the Capital Reorganisation have been fulfilled, the Capital
Reorganisation will become effective on Thursday, 16 May 2013. The timetable for the
Capital Reorganisation and the associated trading arrangements are disclosed in this
announcement.
Upon the Capital Reorganisation becoming effective, the exercise prices of and the
number of the New Shares to be allotted and issued upon exercise of the subscription
rights attaching to the outstanding Options and the conversion price at which the
Convertible Notes would be converted into New Shares will be adjusted with effect from
Thursday, 16 May 2013. Details of the adjustments are disclosed in this announcement.
* For identification purposes only
– 1 –
References are made to the circular of China Solar Energy Holdings Limited (the
“Company”) (the “Circular”) and the notice of special general meeting (the “SGM”) both
dated 22 April 2013. Unless the context otherwise requires, capitalised terms used in this
announcement shall have the same meanings as those defined in the Circular.
POLL RESULTS OF THE SGM
The Board is pleased to announce that the special resolution proposed at the SGM as set out
in the notice of the SGM (the “Special Resolution”) was duly passed by the Shareholders at
the SGM held on 15 May 2013 by way of poll. Computershare Hong Kong Investor Services
Limited, the Company’s branch share registrar and transfer office in Hong Kong, was
appointed as the scrutineer for vote-taking at the SGM.
The poll results in respect of the Special Resolution were as follows:
Special Resolution (Note)
Number of votes (%)
For Against
To approve the Capital Reorganisation (involving
the Share Consolidation, the Capital Reduction and
the Sub-division) and the Authorisation
4,368,786,792
(approximately
99.99%)
400,000
(approximately
0.01%)
Note: The full text of the Special Resolution is set out in the notice of the SGM.
As more than 75% of the votes were cast in favour of the Special Resolution, the Special
Resolution was duly passed as a special resolution at the SGM.
As at the date of the SGM, the total number of issued Shares was 14,161,461,483, which was
the total number of Shares entitling the Shareholders to attend and vote on the Special
Resolution at the SGM. To the best of the Directors’ knowledge, information and belief and
having made all reasonable enquiries, no Shareholder was entitled to attend and abstain from
voting in favour of the Special Resolution at the SGM according to Rule 13.40 of the Listing
Rules or was required under the Listing Rules to abstain from voting on the Special
Resolution at the SGM.
EFFECTIVE DATE OF THE CAPITAL REORGANISATION
All the conditions of the Capital Reorganisation have been fulfilled. As disclosed in the
Circular, the Capital Reorganisation will become effective on the next Business Day
following the date of passing of the relevant resolution(s) to approve the Capital
Reorganisation. Accordingly, the effective date of the Capital Reorganisation will fall on
Thursday, 16 May 2013 (Hong Kong time) (the “Capital Reorganisation Effective Date”).
– 2 –
Following the implementation of the Capital Reorganisation, the authorised share capital of
the Company will be HK$1,000,000,000 divided into 100,000,000,000 New Shares of
HK$0.01 each, and the issued share capital of the Company as at the date of this
announcement will become HK$14,161,461.48 divided into 1,416,146,148 New Shares of
HK$0.01 each.
TIMETABLE
The following is the timetable in relation to the Capital Reorganisation and the associated
trading arrangements:
2013
Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 16 May
Dealing in New Shares commences . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Thursday, 16 May
Original counter for trading in Existing Shares in
board lots of 10,000 Existing Shares
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Thursday, 16 May
Temporary counter for trading in New Shares in
board lots of 1,000 New Shares
(in the form of Existing Share Certificates) opens . . . . . . . . . 9:00 a.m., Thursday, 16 May
First day for free exchange of Existing Share
Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 16 May
Original counter for trading in New Shares in
board lots of 10,000 New Shares
(in the form of New Share Certificates) re-opens . . . . . . . . . . . . 9:00 a.m., Friday, 31 May
Parallel trading in New Shares in the form of
New Share Certificates and Existing
Share Certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Friday, 31 May
First day of operation of odd lot trading facility . . . . . . . . . . . . . . . 9:00 a.m., Friday, 31 May
– 3 –
Temporary counter for trading in New Shares in
board lots of 1,000 New Shares
(in the form of Existing Share Certificates) closes . . . . . . . . . . . 4:00 p.m., Friday, 21 June
Parallel trading in New Shares in the form of
New Share Certificates and
Existing Share Certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Friday, 21 June
Last day of operation of odd lot trading facility . . . . . . . . . . . . . . . 4:00 p.m., Friday, 21 June
Last day for free exchange of Existing Share Certificates
for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 June
All times and dates in the above timetable refer to Hong Kong local times and dates.
TRADING ARRANGEMENTS AND FREE EXCHANGE OF NEW SHARE
CERTIFICATES
Upon the Capital Reorganisation having become effective on Thursday, 16 May 2013, all
Existing Share Certificates (in green colour) for any number of Existing Shares in issue
immediately before the Capital Reorganisation Effective Date will be deemed to be share
certificates, and will be effective as documents of title, for one-tenth of that number of
Existing Shares. New Share Certificates (which will be blue in colour) will be issued for the
New Shares. Dealings in the New Shares are expected to commence on Thursday, 16 May
2013. Parallel trading arrangements will be established on the Stock Exchange for dealings in
the New Shares in the form of New Share Certificates and Existing Share Certificates. The
trading arrangements for dealings in the New Shares are set out as follows:
(i) with effect from 9:00 a.m. on Thursday, 16 May 2013, the original counter for trading in
the Existing Shares in board lots of 10,000 Existing Shares (stock code: 155) closes
temporarily. A temporary counter for trading in the New Shares represented by Existing
Share Certificates in board lots of 1,000 New Shares (stock code: 2903) will be
established. Every Existing Share Certificate for whatever number of Existing Shares
will be deemed to be a share certificate, and will be effective as a document of title valid
for settlement and delivery for trading transacted from 9:00 a.m. on Friday, 31 May
2013 to 4:00 p.m. on Friday, 21 June 2013 for New Shares, in the amount equivalent to
one-tenth of that number of Existing Shares. The Existing Share Certificates for
Existing Shares can only be traded at this temporary counter (stock code: 2903);
(ii) with effect from 9:00 a.m. on Friday, 31 May 2013, the original counter (stock code:
155) will reopen for trading in the New Shares in board lots of 10,000 New Shares. Only
New Share Certificates for the New Shares can be traded at this counter;
– 4 –
(iii) with effect from 9:00 a.m. on Friday, 31 May 2013 to 4:00 p.m. on Friday, 21 June 2013
(both dates inclusive), there will be parallel trading at the counters mentioned in (i) and
(ii) above; and
(iv) the temporary counter for trading in the New Shares represented by the Existing Share
Certificates in board lots of 1,000 New Shares (stock code: 2903) will be removed after
the close of trading on Friday, 21 June 2013. Thereafter, trading will only be in New
Shares represented by New Share Certificates in board lots of 10,000 New Shares and
the Existing Share Certificates for Existing Shares will cease to be marketable and will
not be acceptable for dealing and settlement purposes.
Shareholders may, during Thursday, 16 May 2013 until Tuesday, 25 June 2013 (both days
inclusive), submit Existing Share Certificates (in green colour) in respect of the Existing
Shares to the Company’s branch share registrar and transfer office in Hong Kong,
Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, Hopewell
Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for
the New Share Certificates in respect of the New Shares (which will be blue in colour).
Thereafter, certificates of the Existing Shares will be accepted for exchange only on payment
of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock
Exchange) by the Shareholders for each certificate issued or cancelled, whichever the number
of certificates is higher. Existing Share Certificates will remain effective as documents of
title and may be exchanged for New Share Certificates at any time.
It is expected that the New Share Certificates will be available for collection within ten
Business Days after the submission of the Existing Share Certificates to Computershare
Hong Kong Investor Services Limited for exchange. Unless otherwise instructed, New Share
Certificates will be issued in board lots of 10,000 New Shares each.
In order to facilitate the trading of odd lots (if any) of the New Shares, the Company has
appointed Cinda International Securities Limited to provide matching service, on a best
effort basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up
a full board lot, or to dispose of their holding of odd lots of the New Shares. Shareholders
who wish to take advantage of this trading facility may contact Mr. Leung Siu Wah of Cinda
International Securities Limited at 45th Floor, COSCO Tower, 183 Queen’s Road Central,
Hong Kong (telephone number: (852) 2235 7841) during the office hours from Friday, 31
May 2013 to Friday, 21 June 2013 (both days inclusive). Shareholders should note that
successful matching of the sale and purchase of odd lots of the New Shares will not be
guaranteed. Any Shareholder, who is in doubt about the odd lot facility, is recommended to
consult his/her/its own professional advisers.
– 5 –
ADJUSTMENTS TO EXERCISE PRICES AND NUMBER OF OUTSTANDING
OPTIONS GRANTED UNDER THE SHARE OPTION SCHEME
As at the date of this announcement, there are outstanding Options granted under the Share
Option Scheme to subscribe for 2,592,965,505 new Existing Shares. Upon the Capital
Reorganisation becoming effective, the exercise prices of and the number of the New Shares
to be allotted and issued upon exercise of the subscription rights attaching to the outstanding
Options will be adjusted in accordance with the applicable rule(s) of the Share Option
Scheme and the supplementary guidance issued by the Stock Exchange on 5 September 2005
regarding adjustment of share options under Rule 17.03(13) of the Listing Rules with effect
from the Capital Reorganisation Effective Date in the following manner:
As at the date of
this announcement
Upon the Capital Reorganisation
becoming effective
Date of grant of
the Options
Number of
Existing Shares
falling to be
issued upon
exercise of the
outstanding
Options
Exercise price
per Existing
Share in
respect of the
outstanding
Options
Adjusted
number of New
Shares falling
to be issued
upon exercise
of the
outstanding
Options
Adjusted
exercise price
per New Share
in respect of
the outstanding
Options
(HK$) (HK$)
22 December 2003 19,243,705 0.134 1,924,370 1.34
25 November 2004 55,162,800 0.074 5,516,280 0.74
22 June 2005 120,116,400 0.139 12,011,640 1.39
4 September 2007 385,542,600 0.474 38,554,260 4.74
13 April 2010 304,900,000 0.187 30,490,000 1.87
6 January 2011 697,500,000 0.1414 69,750,000 1.414
27 July 2012 1,010,500,000 0.029 101,050,000 0.29
2,592,965,505 259,296,550
The above adjustments in relation to the outstanding Options granted under the Share Option
Scheme have been reviewed and confirmed by the auditors of the Company in writing.
– 6 –
ADJUSTMENT TO CONVERSION PRICE OF THE CONVERTIBLE NOTES
As at the date of this announcement, there are Convertible Notes with outstanding principal
amount of HK$40,742,000. Pursuant to the terms of the Convertible Notes, adjustment will
be made to the conversion price at which the Convertible Notes would be converted into New
Shares as a result of the Capital Reorganisation from HK$0.1242 per Existing Share to
HK$1.242 per New Share with effect from the Capital Reorganisation Effective Date.
The above adjustment in relation to the conversion price of the Convertible Notes has been
reviewed and confirmed by the auditors of the Company in writing.
By Order of the Board
China Solar Energy Holdings Limited
Yeung Ngo
Chairman
Hong Kong, 15 May 2013
As at the date of this announcement, the executive Directors are Mr. Yeung Ngo, Mr. Yang
Yuchun and Ms. Jin Yan; the non-executive Directors are Mr. Hao Guojun and Mr. Li Jian and
the independent non-executive Directors are Mr. Yin Tat Man, Mr. Fan Chuan and Mr. Gu
Yizhong.
– 7