CHINA OIL AND GAS GROUP LIMITED 
By 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.
(Stock Code: 603)
PROPOSED REDUCTION OF SHARE PREMIUMThe Board proposes to put forward to the Shareholders a proposal of the Share Premium Reduction pursuant to the laws of Bermuda and the Bye-laws of the Company. The Board considers that the Proposed Share Premium Reduction will give the Company greater flexibility to declare dividends to the Shareholders, when the Company's financial position allows and the Directors consider appropriate.
A circular containing, inter alia, further details of the Share Premium Reduction together with the notice of the AGM, will be despatched to the Shareholders as soon as practicable.
THE SHARE PREMIUM REDUCTION
The Board proposes to put forward to the Shareholders a proposal of the Share Premium Reduction pursuant to the laws of Bermuda and the Bye-laws of the Company. The Board considers that the Proposed Share Premium Reduction will give the Company greater flexibility to declare dividends to the Shareholders, when the Company's financial position allows and the Directors consider appropriate.
It is proposed that the entire sum standing to the credit of the Share Premium Account be cancelled, with part of the credit arising therefrom being applied towards offsetting the entire amount of the accumulated losses of the Company as at the Effective Date and the remaining balance being credited to the contributed surplus account of the Company.
Upon the Share Premium Reduction becoming effective, all the accumulated losses of the
Company will be eliminated.
The Share Premium Reduction is conditional upon the following being fulfilled:
(1) the passing of a special resolution approving the Share Premium Reduction by the
Shareholders at the AGM;
1
(2) compliance with Section 46(2) of the Companies Act 1981 of Bermuda (as amended), including (a) publication of a notice of the Share Premium Reduction in an appointed newspaper in Bermuda on a date not more than thirty days and not less than fifteen days before the Effective Date; and (b) the Directors being satisfied that on the Effective Date, there are no reasonable grounds for believing that the Company is, or after the Share Premium Reduction will be, unable to pay its liabilities as they become due; and
(3) compliance with the relevant legal procedures and requirements under Bermuda law to effect the Share Premium Reduction.
Subject to the fulfillment of the above conditions, it is expected that the Share Premium Reduction shall become effective on the next business day immediately following the date of passing of the special resolution to approve the Share Premium Reduction at the AGM.
The implementation of the Share Premium Reduction does not involve any reduction in the authorized or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or the trading arrangements concerning the Shares.
The implementation of the Share Premium Reduction will not, in itself, affect the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, other than related expenses incurred which are immaterial. Save for the aforesaid expenses, the Directors consider that the Share Premium Reduction will not cause any loss in the Shareholders' funds of the Company and will not have a material adverse effect on the financial position of the Company.
In view of the current financial position of the Company, the Directors consider that the
Share Premium Reduction is beneficial to the Company and its Shareholders as a whole.
GENERAL
A circular containing, inter alia, further information on the Share Premium Reduction together with a notice to convene the AGM will be despatched by the Company to the Shareholders as soon as practicable.
DEFINITIONS
"AGM" | the annual general meeting of the Company to be convened and held at World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 29 May 2014 at 10:30 a.m. |
"Board" | the board of Directors |
"Company" | China Oil And Gas Group Limited (中油燃氣集團有限公司*), a limited liability company incorporated in Bermuda, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 603) |
2
"Effective Date" | the date on which the Share Premium Reduction shall become effective, being (subject to compliance with Section 46(2) of the Companies Act 1981 of Bermuda (as amended)) the next business day immediately following the date of passing of the special resolution to approve the Share Premium Reduction at the AGM |
"Director(s)" | director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Share Premium Account" | the share premium account of the Company |
"Share Premium Reduction" | the proposed cancellation of the entire sum standing to the credit of the Share Premium Account |
"Share(s)" | the ordinary share(s) of HK$0.01 each in the capital of the Company |
"Shareholders" | the holder(s) of Shares of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
By Order of the Board
China Oil And Gas Group Limited Chan Yuen Ying, Stella Company Secretary
Hong Kong, 4 April 2014
As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Xu Tie-liang (Chairman and Chief Executive Officer), Mr. Zhu Yuan, Ms. Guan Yijun and Mr. Cheung Shing; and three independent non-executive Directors, namely Mr. Li Yunlong, Mr. Shi Xun-zhi and Mr. Wang Guangtian.
* for identification purposes only
3
|
distributed by
|
