Xxx and Xx. Xxxxxxx Xxxxx San San, the Non-executive Director is Dato’ Sri Xx. Xxx Xxx Xxxxx and the Independent Non-executive Directors are Dato’ Xx Xx Xxxx, Xx. Xxx Xxxx Xxx, Xxxxxx and Xx. Xxxxx Xxx Loong.
Xxx and Xx. Xxxxxx X. X. XXXX; the non-executive director of the Company is Mr. Xxxxxxx Y. L. XXXX; and the independent non-executive directors of the Company are Xxx Xxxx X. X. XXXX, Xx. Xxxxxxx X. L. FUNG, Xxxxxxxxx Xxxx X. BIDDLE, Xx. Xxxxx X. McCARTHY and Xx. Xxxxx X. SHAW
Xxx and Xx. Xxxx were interested in the Framework Agreement and they therefore abstained from voting on the board resolutions of the Company approving the Framework Agreement and the transactions contemplated thereunder. Save as disclosed, none of the Directors had any material interest in the Framework Agreement and none of them were required to abstain from voting on the board resolutions of the Company in respect thereof. The Directors (including the independent non-executive Directors) are of the view that the terms of the Framework Agreement, which were arrived at after arm’s length negotiations between Guanlang and Jiahua Energy Chemical Co., are fair and reasonable and are on normal commercial terms, in the ordinary and usual course of business of Guanlang and are in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS As the relevant applicable percentage ratios in respect of the Annual Caps are more than 0.1% but less than 5%, the Framework Agreement and the Annual Caps are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Xxx and Xx. Xxxx were interested in the Sanjiang Chemical Nitrogen Gas Sales Agreement and they therefore abstained from voting on the board resolutions of the Company approving the Sanjiang Chemical Nitrogen Gas Sales Agreement and the transactions contemplated thereunder. Save as disclosed, none of the Directors had any material interest in the Sanjiang Chemical Nitrogen Gas Sales Agreement and none of them were required to abstain from voting on the board resolutions of the Company in respect thereof.
Xxx and Xx. Xxxxx Xxxxxxx at xxxxxxxx@xxxx.xxxx.xxx for assistance.
Xxx and Xx. Xxxx has a material interest in the Framework Agreement, they therefore abstained from voting on board resolutions of the Company approving the Framework Agreement. Xx. Xxxx is an executive Director and the daughter of Xx. Xxxx and Xx. Xxx. As such, Xx. Xxx and Xx. Xxxx were interested in the Framework Agreement. Save as disclosed above, none of directors were required to abstain from voting on the board resolutions of the Company in respect thereof. The Directors (including the independent non-executive Directors, but excluding Xx. Xxx and Xx. Xxxx who are required to abstain from voting) are of the view that the terms of the Framework Agreement, which were arrived at after arm’s length negotiations between the Company and Hangzhou Bay Petrochemical Logistics, are fair and reasonable and are on normal commercial terms, in the ordinary and usual course of business of the Group and are in the interests of the Company and its shareholders as a whole. INFORMATION ON THE GROUP The principal activities of the Group are the manufacture and supply of ethylene oxide, ethylene glycol, polypropylene, methyl tert-butyl ether and surfactants in the PRC. The Group was also engaged in the provision of processing services for polypropylene, methyl tert-butyl ether and surfactants to its customers and the production and supply of other chemical products such as C4, pentene and industrial gases, namely oxygen, nitrogen and argon in the PRC. CONNECTED PERSON As at the date of this announcement, Hangzhou Bay Petrochemical Logistics is owned as to 55.00% by 浙江海港嘉興港務有限公司 (Zhejiang Seaport Jiaxing Port Co., Ltd*); 24.00% by 嘉興石化有限公司 (Jiaxing Petrochemical Co., Ltd.*); and 21% by 浙江乍浦美福碼頭倉儲有限公司 (Zhejiang Zhapu Xxx Xx Port & Storage Co. Ltd.*). Xxx Xx Port is a wholly-owned subsidiary of Jiahua Energy Chemical Co, which is owned as to approximately 36.77% by Xxxxxx, which is ultimately controlled by Xx. Xxxx and Xx. Xxx. As Xx. Xxx is an executive Director and Xx. Xxxx is the controlling Shareholder of the Company, Jiahua Energy Chemical Co. is therefore an associate of Xx. Xxxx and Xx. Xxx and is thus a connected person of the Company and in turn, Hangzhou Bay Petrochemical Logistics is an associate of Xx. Xxxx, Xx. Xxx and Xx. Xxxx and is thus a connected person of the Company. Accordingly, the transactions contemplated under the Framework Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. LISTING RULES IMPLICATIONS As...
Xxx and Xx. Xx Xxxxxx as independent non-executive Directors.
Xxx and Xx. Xxx Xxx as independent non-executive Directors. Sino-Ocean Service Holding Limited
Xxx and Xx. Xxxx were interested in the Framework Agreement and they therefore abstained from voting on the board resolutions of the Company approving the Framework Agreement and the transactions contemplated thereunder. Save as disclosed, none of the Directors had any material interest in the Framework Agreement and none of them were required to abstain from voting on the board resolutions of the Company in respect thereof. The Directors (including the independent non-executive Directors) are of the view that the terms of the Framework Agreement, which were arrived at after arm’s length negotiations between the Company and Gangan Industrial, are fair and reasonable and are on normal commercial terms, in the ordinary and usual course of business of the Group and are in the interests of the Company and its shareholders as a whole. INFORMATION ON THE GROUP The Group is principally engaged in the manufacturing and supplying of ethylene oxide, ethylene glycol, polypropylene and surfactants and the provision of surfactants processing service. CONNECTED PERSON As at the date of this announcement, Gangan Industrial is owned as to 50.00% by Xx. Xxxx and as to 50.00% by Jianghao Investment, which is owned by Xx. Xxxx and Xx. Xxx as to 80.00% and 20.00% respectively. As Xx. Xxx is an executive Director and Xx. Xxxx is a controlling Shareholder of the Company, Gangan Industrial is therefore an associate of Xx. Xxxx and Xx. Xxx and is thus a connected person of the Company and the transactions contemplated under the Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. LISTING RULES IMPLICATIONS As the relevant applicable percentage ratios in respect of the Annual Caps are more than 0.1% but less than 5%, the Framework Agreement and the Annual Caps are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
