Up Energy Development : Announcements and Notices - Holding Announcement

Microsoft Word - E_307_Holding Announcement_20141124

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 Bermuda with limited liability)

(Stock Code: 307)

HOLDING ANNOUNCEMENT

This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules") and Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of Up Energy Development Group Limited (the "Company") dated 10 December 2015 regarding the suspension of trading in the shares of the Company (the "Shares") on the Stock Exchange with effect from 9:00 a.m. on Thursday, 10 December 2015, pending the release of an announcement in relation to a notifiable transaction which is inside information of the Company.

Reference is made to the Company's announcement dated 25 August 2015 (the "Announcement") in relation to the non-legally binding memorandum of understanding entered by the Company. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

On 9 December 2015 (after trading hour), a wholly-owned subsidiary of the Company, being the purchaser had entered into a formal sale and purchase agreement which the purchaser had conditionally agreed to acquire 100% of the Target Group which owns 82% economic interest of two coal mines. The two coal mines are currently in production in Liulin county of Shanxi province, the PRC and are principally engaged in coal exploitation, processing and production, wholesale and sale of raw coal and clean coal, sale and maintenance of mining machinery and other mining related businesses. The acquisition constitutes a very substantial acquisition for the Company pursuant to the Rule 14.06(5) of the Listing Rules.

The board of directors of the Company considers that additional time is required for preparing and finalising the information to be included in the announcement for purposes of compliance with the Listing Rules. The Company will publish the details of the transactions in accordance with the Listing Rules as soon as practicable.

In the meantime, trading in the Shares will remain suspended until the Announcement is published in respect of the above transaction.

By Order of the Board

Up Energy Development Group Limited Qin Jun

Chairman

Hong Kong, 17 December 2015

As of the date of this announcement, the executive Directors of the Company are Mr. Qin Jun, Mr. Jiang Hongwen and Mr. Wang Chuan whilst the independent non-executive Directors of the Company are Mr. Li Bao Guo, Mr. Lien Jown Jing, Vincent, Dr. Shen Shiao-Ming and Mr. Zhang Xu Dong, Alan.

* For identification purpose only