LETTER TO SHAREHOLDERS
in relation to
- THE PROPOSED RENEWAL OF THE GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS; AND
- THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE.
TABLE OF CONTENTS | ||
DEFINITIONS | 3 | |
LETTER TO SHAREHOLDERS | 10 | |
1. | INTRODUCTION | 10 |
2. | THE PROPOSED RENEWAL OF THE IPT MANDATE | 11 |
3. | THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE | 12 |
4. | SHAREHOLDERS WHO WILL ABSTAIN FROM VOTING | 25 |
5. | DIRECTORS WHO WILL ABSTAIN FROM VOTING | 25 |
6. | DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS IN THE COMPANY | 25 |
7. | DIRECTORS' RECOMMENDATIONS | 26 |
8. | DIRECTORS' RESPONSIBILITY STATEMENT | 26 |
ANNEX I GENERAL INFORMATION RELATING TO CHAPTER 9 OF THE LISTING MANUAL | 27 | |
ANNEX II GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS | 29 | |
ANNEX III LIST OF INTERESTED PERSONS | 47 |
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DEFINITIONS
In this Letter, the following definitions shall apply throughout unless the context otherwise requires or unless otherwise stated:
Entities | |
"Bluesky" | : China National Aviation Fuel South China Bluesky Corporation |
Ltd (华南蓝天航空油料有限公司), a subsidiary of CNAFCL | |
"BP" | : BP p.l.c., an indirect Controlling Shareholder of the Company |
"BP Group" | : BP and its associates |
"BPIA" | : BP Investments Asia Limited, an indirect subsidiary of BP and a |
Controlling Shareholder of the Company | |
"CAO" or "Company" | : China Aviation Oil (Singapore) Corporation Ltd |
"CAO Group" | : The Company and its unlisted subsidiaries (i.e. which are not |
listed on the SGX-ST or an approved exchange), and the unlisted | |
(as defined herein) associated companies of the Company over | |
which the Company and its subsidiaries, or the Company and its | |
subsidiaries and its interested persons, have Control | |
"CAO HK" | : China Aviation Oil (Hong Kong) Company Limited, a wholly- |
owned subsidiary of the Company | |
"CNAF" | : China National Aviation Fuel Group Limited (中国航空油料集团 |
有限公司) formerly known as China National Aviation Fuel Group | |
Corporation (中国航空油料集团公司), the holding company of the | |
Company | |
"CNAF Finance" | : China National Aviation Fuel Finance Co., Ltd (中国航油集团财务 |
有限公司), a subsidiary of CNAF | |
"CNAF Group" | : CNAF and its associates |
"CNAF HKR" | : CNAF Hong Kong Refuelling Limited (中国航油香港供油有限公 |
司), a 68-per cent owned indirect subsidiary of the Company and | |
an associate of CNAF | |
"CNAF Logistics" | : China National Aviation Fuel Logistics Co., Ltd (中国航油集团物 |
流有限公司), a subsidiary of CNAF | |
"CNAFCL" | : China National Aviation Fuel Corporation Ltd (中国航空油料有限 |
责任公司), a subsidiary of CNAF | |
"Group" | : The Company and its subsidiaries |
"LandOil" | : China National Aviation Fuel Petroleum Co., Ltd (中国航油集团石 |
油股份有限公司), a subsidiary of CNAF | |
"TSN-PEKCL" | : China National Aviation Fuel TSN-PEK Pipeline Transportation |
Corporation Ltd (中国航油集团津京管道运输有限责任公司), a | |
49-per cent owned associated company of the Company and an | |
associate of CNAF |
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General | ||
"2017 AGM" | : | The annual general meeting of the Company held on 18 April |
2017 | ||
"2022 AGM" | : | The annual general meeting of the Company held on 27 April |
2022 | ||
"AGM" | : | The forthcoming 29th annual general meeting of the Company |
"Approved Entities" | : | The Investee Companies and other members of the CNAF Group |
"Audit Committee" | : | The audit committee of the Company, comprising Independent |
Non-Executive Directors, Mr Teo Ser Luck, Mr Hee Theng | ||
Fong and Dr Fu Xingran, and Non-Independent,Non-Executive | ||
Directors, Mr Zhang Yuchen and Dr Richard Yang Minghui, as at | ||
the date of this Letter | ||
"Average Barrel Price" | : | The yearly average market price per barrel of KERO, which shall |
be the arithmetic average of the mean of the daily high and low | ||
quotations for KERO under the heading "FOB SINGAPORE - | ||
MARKET LOCATION" as published in Platts Asia-Pacific/Arab | ||
Gulf Marketscan, effective for the calendar month prior to the | ||
date of the relevant transaction | ||
"Beijing Airport" | : | Beijing Capital International Airport |
"Bluesky Supply Agreement" | : | The supply agreement entered into by the Company and |
Bluesky dated 1 April 2010 relating to the terms of the supply | ||
arrangements between the Company and Bluesky, which | ||
was previously renewed and extended to 1 April 2018, further | ||
renewed and extended to 1 April 2020, and further extended | ||
to 1 April 2022. On 13 January 2022, the Bluesky Supply | ||
Agreement was further renewed and extended to 1 April 2024 on | ||
substantially similar terms. The Audit Committee had reviewed | ||
the terms of the proposed extension of the Bluesky Supply | ||
Agreement prior to entry into the agreement | ||
"Board" | : | The board of Directors of the Company |
"BPIA Director" | : | Dr Richard Yang Minghui who is a Non-Independent and Non- |
Executive Director of the Company | ||
"CDP" | : | The Central Depository (Pte) Limited |
"CFR" | : | The acronym for the Incoterm "Cost and Freight" which indicates |
that the seller/exporter/manufacturer clears the goods for export | ||
and is responsible for the costs for transport of the goods to the | ||
port of destination. The buyer bears the risk of loss of the goods | ||
once the goods pass the ship's rail at the port of shipment (and | ||
not destination) | ||
"CNAF Directors" | : | Mr Gong Feng (Chairman of the Company, Non-Independent, |
Non-Executive Director of the Company), Mr Shi Lei (Non- | ||
Independent, Non-Executive Director of the Company), Mr | ||
Zhang Yuchen (Non-Independent,Non-Executive Director of the | ||
Company) and Mr Lin Yi (Non-Independent, Executive Director of | ||
the Company) |
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"CNAFCL Supply Agreement" | : | The supply agreement entered into by the Company and |
CNAFCL dated 23 March 2010 relating to the terms of the supply | ||
arrangements between the Company and CNAFCL, the term of | ||
which was previously renewed and extended to 6 August 2018, | ||
and was further renewed and extended to 6 August 2020, and | ||
was further extended to 6 August 2022. On 13 January 2022, the | ||
CNAFCL Supply Agreement was further extended to 6 August | ||
2024 on substantially similar terms. The Audit Committee had | ||
reviewed the terms of the proposed extension of the CNAFCL | ||
Supply Agreement prior to entry into the agreement | ||
"Code" | : | The Singapore Code on Take-overs and Mergers |
"Companies Act" | : | The Companies Act 1967 of Singapore |
"Constitution" | : | The Constitution of the Company currently in force |
"Control" | : | The capacity to dominate decision-making, directly or indirectly, |
in relation to the financial and operating policies of the Company | ||
"Controlling Shareholder" | : | In relation to a listed company, a person who: |
(a) holds directly or indirectly fifteen per cent. (15%) or more | ||
of the total voting rights in the company. The SGX-ST may | ||
determine that a person who satisfies the above is not a | ||
Controlling Shareholder; or | ||
(b) in fact exercises Control over the company | ||
"Deposit Banks" | : | The banks which CNAF Finance holds primary accounts with, |
such as Agricultural Bank of China Co., Ltd and PingAn Bank | ||
Co., Ltd | ||
"Derivative Financial | : | Derivative financial instruments including but not limited to all |
Instruments" | futures and swaps products available in the energy and freight | |
markets | ||
"Director" | : | A director of the Company as at the date of this Letter |
"Entrust Loan Arrangement | : | The services of a duly licensed financial institution in the PRC to |
Services" | provide loans on behalf of a person to another person in the PRC | |
"EPS" | : | Earnings per Share |
"Executive Director" | : | A Director who is an employee of and performs an executive |
function for the Company | ||
"FOB" | : | The acronym for the Incoterm "Free on Board", which indicates |
that delivery is effected by the seller when the goods pass the | ||
ship's rail at the named port of shipment. Accordingly, the seller | ||
clears the goods for export, and all costs and risks of loss of or | ||
damage to the goods from that port are borne by the buyer | ||
"FY" | : | Financial year ended or ending on 31 December |
"HKIA" | : | The Hong Kong International Airport at Chek Lap Kok |
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