Download Report

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.
This announcement appears for information purposes only and does not constitute an invitation or offer
to acquire, purchase or subscribe for securities.
CHANGFENG AXLE (CHINA) COMPANY LIMITED
暢豐車橋（中國）有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1039)
FURTHER DELAY IN DESPATCH OF CIRCULAR;
EXTENSION OF LONG STOP DATE AND RESUMPTION OF TRADING
This announcement is made by Changfeng Axle (China) Company Limited (the “Company”) pursuant
to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited and Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong). Reference is made to the announcement dated 10 October 2014
issued by the Company in relation to, among others, the Subscription, the Acquisition and the Whitewash
Waiver (the “Announcement”), the announcements of the Company dated 21 November 2014 and 24
December 2014 in relation to the further delay in despatch of circular (the “Delay Announcements”)
and the announcement of the Company dated 2 February 2015 in relation to inside information of the
Company. Save as defined herein, capitalized terms used in this announcement have the same meanings
as defined in the Announcement.
Pursuant to the Acquisition Agreement and the Subscription Agreement both dated 26 September 2014,
completion of the Subscription and the Acquisition are subject to the satisfaction or, where applicable,
waiver of the conditions precedent on or before 31 January 2015 (the “Long Stop Date”). On 31 January
2015, the Company and Century East entered into a supplemental agreement to extend the Long Stop
Date to 31 March 2015 or such other date as they may agree. Save and except for the aforesaid extension
of the Long Stop Date, all other terms and conditions of the Acquisition Agreement and the Subscription
Agreement shall remain unchanged and continue in full force and effect.
As set out in the Delay Announcements, a circular (the “Circular”) containing, amongst other
information, (i) details of the Acquisition, the Loan and the Subscription; (ii) details of the application of
the Whitewash Waiver; (iii) details of the Specific Mandate; (iv) further details of the Target Group; (v)
a letter of advice from the Independent Board Committee to the Independent Shareholders; (vi) a letter of
advice from the independent financial adviser to the Independent Board Committee and the Independent
Shareholders; and (vii) a notice of the EGM, would be despatched to the Shareholders on or before 2
February 2015.
1
As additional time is required to finalise certain information to be included in the Circular, including
the reports on loss estimate pursuant to Rule 10.4 of the Takeovers Code, an application has been made
by the Company to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers
Code and to postpone the despatch date of the Circular to a date not later than 13 February 2015, and the
Executive is minded to grant such consent.
At the request of the Company, trading in the Shares has been halted with effect from 9:15 a.m. on 2
February 2015 pending the issue of this announcement. Application has been made for the resumption
of trading in the Shares with effect from 9:00 a.m. on 3 February 2015 following the publication of this
announcement.
Shareholders and potential investors should note that the Subscription Agreement and the
Acquisition Agreement are subject to the fulfilment of a number of conditions, and accordingly,
the transactions contemplated thereunder may or may not proceed. Shareholders and potential
investors should exercise extreme caution when dealing in the Shares.
By Order of the Board
Changfeng Axle (China) Company Limited
Mr. WONG Kwai Mo
Chairman
Hong Kong, 2 February 2015
As at the date of this announcement, the executive directors of the Company are Mr. Wong Kwai Mo, Ms.
Wu Ching and Mr. Lai Fengcai; the non-executive director of the Company is Ms. Dong Ying, Dorothy;
and the independent non-executive directors of the Company are Mr. Zhu Weizhou, Dr. Li Xiuqing and
Mr. Chong Ching Hei.
The Directors jointly and severally accept full responsibility for the accuracy of the information
contained in this announcement and confirm, having made all reasonable inquiries, that to the best of
their knowledge, opinions expressed in this announcement have been arrived at after due and careful
consideration and there are no other facts not contained in this announcement, the omission of which
would make any statements in this announcement misleading.
2