Microsoft Word - E_Announcement - disciplinary proceeding INED

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1083)

DISCIPLINARY PROCEEDING AGAINST AN INDEPENDENT NON-EXECUTIVE DIRECTOR

This announcement is made by the board of directors of the Company (the "Board") pursuant to Rules 13.51B(2) and 13.51(2)(u) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Reference is made to the announcement of the Company dated 21 November 2013 regarding the disciplinary proceedings before the Takeovers and Mergers Panel (the "Panel") against Mr. Chow Vee Tsung, Oscar ("Mr. Chow"), an independent non-executive director of the Company and two other persons for breach of the Code on Takeovers and Mergers and Share Repurchases (the "Takeovers Code").
In connection with the matter mentioned above, the Board was informed by Mr. Chow and had noted the news published by the Securities and Futures Commission (the "SFC") on 13 March 2015, that the Panel found that Mr. Chow and two other persons breached the mandatory offer requirement under the Takeovers Code, in that they acted in concert with the late Ms. Nina Kung to obtain and consolidate control over ENM Holdings Limited (Stock Code: 128), through the acquisition of voting rights, and there was a failure to make a general offer as required by the Takeovers Code. It is noted that the Panel will issue its written reasons in due course. Further information regarding the above can be found at the website of the SFC (http://www.sfc.hk) under
the "News" column.
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Based on the news published by the SFC as mentioned above, the Board considers that the event will not have a material adverse impact on the business and/or operations of the Company and its subsidiaries.
By Order of the Board Towngas China Company Limited HO Hon Ming, John

Executive Director and Company Secretary

Hong Kong, 16 March 2015
As at the date of this announcement, the Board comprises:

Executive Directors: Independent Non-executive Directors:

CHAN Wing Kin, Alfred (Chairman) CHENG Mo Chi, Moses WONG Wai Yee, Peter (Chief Executive Officer) LI Man Bun, Brian David HO Hon Ming, John (Company Secretary) CHOW Vee Tsung, Oscar

Non-executive Director:

KWAN Yuk Choi, James
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