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SUPPLEMENTAL ANNOUNCEMENT DISCLOSEABLE TRANSACTIONS TOTAL RETURN SWAP

2024-06-17 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 31 January 2024 and 7 June 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.THE FIRST TRS TRANSACTION Trade Date: 13 May 2022 Effective Date: 25 July 2022 Equity Notional Amount: HK$99993770 Equity Amount Payer: The TRS Counterparty Fixed Amount Payer: The Company Averaging Period: The period begins on 1 June 2026 and ends on and includes the Averaging Period end date. Notwithstanding the foregoing if the Early Averaging Notice is given by one party to the other party on a business day during the early Averaging Notification Period the Averaging Period shall begin on and include the Averaging Period Early Commencement Date.- 1 -Averaging Period End Date: The earlier of (i) the Scheduled Termination Date and (ii) the date on which the remaining number of hedge Shares is reduced to zero.Early Averaging Notification The period from and including 1 April 2025 to and including 14 Period: April 2025.Early Averaging Notice: Irrevocable notice in writing from one party to the other party electing to commence the Averaging Period on the Averaging Period Early Commencement Date.Averaging Period Early 2 June 2025 Commencement Date: Independent Amount HKD40000000 Top-up Amount: Payment to be made by the A fixed amount of HK$3800000 is payable on 7 June 2024 and 30 Company to the TRS May 2025 respectively. If the Early Averaging Notice is given by Counterparty: one party to the other party on a business day during the Early Averaging Notification Period the Company shall not be obliged to pay the Fixed Amount which would otherwise be payable on 30 May 2025.Payment to be received by Provided that no early termination occurred at the end of the the Company from the Averaging Period the TRS Counterparty will pay the Company: TRS Counterparty: – all dividends in respect of the hedged Shares received during the term of the extended TRS Transaction subject to adjustment for those received during the Averaging Period; – HKD100000000 paid by the Company to the TRS Counterparty pursuant to the TRS Transaction plus or minus the amount being the positive or negative difference in the Final Price and Initial Price i.e. Equity Notional Amount x (Final Price – Initial Price)/Initial Price.Settlement: Payments will be made in Hong Kong Dollars.Indemnity: Not exceeding HKD105 million in aggregate incurred in connection with the TRS Counterparty or any other hedging party acquiring establishing re-establishing substituting maintaining unwinding or disposing of any hedge positions as a result of any conditions precedent or conditions subsequent not being satisfied by the relevant time.- 2 -Scheduled Termination 30 September 2026 Date: THE SECOND TRS TRANSACTION Trade Date: 11 April 2023 Effective Date: 16 June 2023 Equity Notional Amount: HK$99999110 Equity Amount Payer: The TRS Counterparty Fixed Amount Payer: The Company Averaging Period: The period begins on 18 June 2026 and ends on and includes the Averaging Period end date. Notwithstanding the foregoing if the Early Averaging Notice is given by one party to the other party on a business day during the early Averaging Notification Period the Averaging Period shall begin on and include the Averaging Period Early Commencement Date.Averaging Period End Date: The earlier of (i) the Scheduled Termination Date and (ii) the date on which the remaining number of hedge Shares is reduced to zero.Early Averaging Notification The period from and including 17 April 2025 to and including 30 Period: April 2025.Early Averaging Notice: Irrevocable notice in writing from one party to the other party electing to commence the Averaging Period on the Averaging Period Early Commencement Date.Averaging Period Early 18 June 2025 Commencement Date: Independent Amount HKD40000000 Top-up Amount: Payment to be made by the A fixed amount of HK$3800000 is payable on 17 July 2024 and Company to the TRS 17 June 2025 respectively. If the Early Averaging Notice is given Counterparty: by one party to the other party on a business day during the Early Averaging Notification Period the Company shall not be obliged to pay the Fixed Amount which would otherwise be payable on 17 June 2025.- 3 -Payment to be received by Provided that no early termination occurred at the end of the the Company from the Averaging Period the TRS Counterparty will pay the Company: TRS Counterparty: – all dividends in respect of the hedged Shares received during the term of the extended TRS Transaction subject to adjustment for those received during the Averaging Period; – HKD100000000 paid by the Company to the TRS Counterparty pursuant to the TRS Transaction plus or minus the amount being the positive or negative difference in the Final Price and Initial Price i.e. Equity Notional Amount x (Final Price – Initial Price)/Initial Price.Settlement: Payments will be made in Hong Kong Dollars.Indemnity: Not exceeding HKD105 million in aggregate incurred in connection with the TRS Counterparty or any other hedging party acquiring establishing re-establishing substituting maintaining unwinding or disposing of any hedge positions as a result of any conditions precedent or conditions subsequent not being satisfied by the relevant time.Scheduled Termination 20 October 2026 Date: THE THIRD TRS TRANSACTION Trade Date: 30 January 2024 Effective Date: 30 May 2024 Minimum Number of 13000000 Shares Shares: Equity Notional Amount: HKD59996265 Equity Amount Payer: The TRS Counterparty Fixed Amount Payer: The Company - 4 -Averaging Period: The period beginning on the date falling 24 calendar months after 30 May 2024 and ending on and including the Averaging Period End Date. Notwithstanding the foregoing if the Early Averaging Notice is given by one party to the other party on a business day during the Early Averaging Notification Period the Averaging Period shall begin on and include the Averaging Period Early Commencement Date.Averaging Period End Date: The earlier of (i) the Scheduled Termination Date and (ii) the date on which the remaining number of hedge Shares is reduced to zero.Early Averaging Notification The period from and including 30 April 2025 to and including 14 Period: May 2025.Early Averaging Notice: Irrevocable notice in writing from one party to the other party electing to commence the Averaging Period on the Averaging Period Early Commencement Date.Averaging Period Early 30 May 2025 Commencement Date: Independent Amount: HKD60000000 Payment to be made by the A fixed amount of HK$2000000 is payable on 30 May 2024 and Company to the TRS 30 May 2025 respectively. If the Early Averaging Notice is given Counterparty: by one party to the other party on a business day during the Early Averaging Notification Period the Company shall not be obliged to pay the Fixed Amount which would otherwise be payable on 30 May 2025.Payment to be received by Provided that no early termination occurred at the end of the the Company from the Averaging Period the TRS Counterparty will pay to the Company: TRS Counterparty: * all dividends in respect of the hedged Shares received during the term of the Third TRS Transaction subject to adjustment for those received during the Averaging Period; * HKD60000000 paid by the Company to the TRS Counterparty pursuant to the Third TRS Transaction plus or minus the amount being the positive or negative difference in the Final Price and Initial Price i.e. Equity Notional Amount x (Final Price – Initial Price)/Initial Price.Settlement: Payments will be made in Hong Kong Dollars.- 5 -Indemnity: Not exceeding HKD105 million in aggregate incurred in connection with the TRS Counterparty or any other hedging party acquiring establishing re-establishing substituting maintaining unwinding or disposing of any hedge positions as a result of any conditions precedent or conditions subsequent not being satisfied by the relevant time.Scheduled Termination 30 September 2026 Date: REASONS FOR AND EFFECT OF EACH OF THE AMENDMENTS The purpose of the Company’s entering into TRS Transactions is to hedge against the risk of increasing costs in acquiring its Shares for its share award scheme (“Scheme”) or for other matters in the future aiming to mitigate the impact of potential share price appreciation.The First TRS Transaction and Second TRS Transaction were amended due to the anticipated delay in implementing the share acquisition plan under the Scheme now set for 2024. Instead of initiating new TRSs upon the expiration of the existing two the Company chose to extend them which will significantly reduce transactions and legal costs.The amendment will allow the Company to be flexible in its planning for its share acquisition plan under the Scheme and reduce its exposure to interest rate fluctuations by changing from a floating amount to a fixed amount payment.IMPLICATIONS UNDER THE LISTING RULES The Directors consider that the entry of the Deed constitutes a material change to the terms of the First TRS Transaction and the Second TRS Transaction and therefore the Company shall re-comply with the requirements under Rule 14.36 of the Listing Rules. Further since the Deed and the third TRS Transaction were entered into with the same parties within 12 months the transactions contemplated under the Deed and the Third TRS Transaction shall be aggregated under Rule 14.22 of the Listing Rules.- 6 -As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Deed when aggregated with the Third TRS Transaction which were conducted within 12 months exceeds 5% but less than 25% the TRS Transactions constitute a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.By Order of the Board Tian Lun Gas Holdings Limited Zhang Yingcen Chairman Zhengzhou the PRC 17 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.