意见反馈

SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTIONS TOTAL RETURN SWAP

2024-06-07 00:00:00

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.Tian Lun Gas Holdings Limited (incorporated in the Cayman Islands with limited liability) (Stock code: 1600) SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTIONS TOTAL RETURN SWAP References are made to the announcements of the Company dated 15 May 2022 13 April 2023 30 January 2024 and 31 January 2024 (the “Announcements”) in relation to the total return swap transactions. Unless otherwise defined capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.On 7 June 2024 the Company and Hantec Securities Co. Limited executed the Amendment and Restatement Deed (the “Deed”) to modify the terms and conditions of the First TRS Transaction (as described in our announcement dated 15 May 2022 and 13 April 2023) the Second TRS Transaction (as described in our announcement dated 13 April 2023 and 30 January 2024) and the Third TRS Transaction (as described in our announcement dated 30 January 2024 and 31 January 2024) (collectively the “Transactions”).Extension of the Scheduled Termination The First TRS Transaction and the Second TRS Transaction have been extended to 30 September 2026 and 20 October 2026 respectively. Early Averaging Period Commencement The Deed contains an option that subject to the terms and conditions outlined therein that allows the averaging period to begin on 2 June 2025 for the First TRS Transaction and 18 June 2025 for the Second TRS Transaction.- 1 -Modification of Payment Frequency and Amount The monthly floating amount payable under the First TRS Transaction and Second TRS Transaction have been replaced with fixed amounts the specifics of which are delineated in the Deed.Increase in Independent Amount The total independent amounts that the company is required to post compared to the existing first TRS transaction and the existing second TRS transaction have increased by 66.67% as stipulated in the deed.Margin Call and Margin Return Provisions These provisions are removed from both the First and Second TRS Transactions.The Deed also amended the Third TRS by reducing the Minimum Number of Shares.The Board of Directors of the Company (the “Board”) considers these amendments to be substantial and material changes to the terms of the Transactions. Consequently the Company shall comply with the relevant requirements under Rule 14.36 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) in relation to the Deed.DEFINITIONS In this announcement unless the context otherwise requires the following expression shall have the following meaning when used herein: “First TRS Transaction” the total return swap transaction documented by way of a long-form confirmation dated 13 May 2022 between Hantec Securities Co.Limited and the Company as amended pursuant to an amendment deed dated 11 April 2023 between Hantec Securities Co. Limited and the Company By Order of the Board Tian Lun Gas Holdings Limited Zhang Yingcen Chairman Zhengzhou the PRC 7 June 2024 As at the date of this announcement the executive Directors are Mr. Zhang Yingcen (Chairman) Mr.Xian Zhenyuan (Chief Executive) Mr. Liu Min and Ms. Li Tao; the non-executive Directors are Ms.Chen Hong and Mr. Zhang Daoyuan; and the independent non-executive Directors are Mr. Li Liuqing Ms. Ou Yaqun Mr. Lei Chunyong and Ms. Zhou Lin.