Shengli Oil & Gas Pipe Holdings Ltd.HKEX: 1080

Continuing connected transactions supplemental framework purchase agreements and new framework purchase agreement

· Issued by Shengli Oil & Gas Pipe Holdings Ltd.

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.

SHENGLI OIL & GAS PIPE HOLDINGS LIMITED

勝 利 油 氣 管 道 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1080)

CONTINUING CONNECTED TRANSACTIONS

SUPPLEMENTAL FRAMEWORK PURCHASE AGREEMENTS

AND

NEW FRAMEWORK PURCHASE AGREEMENT

Reference is made to the announcement of the Company dated 9 August 2019 in relation to, among others, the Existing Framework Purchase Agreements entered into by Hunan Shengli, a non wholly-owned subsidiary of the Company, with Hunan Xiangtan, Valin Resource and Valin International, respectively.

- 1 -

Due to the adjustment of internal business arrangement of the Valin Group, Hunan Xiangtan, Valin Resource and Valin International are expected to reduce their supply of steel plates and/or steel coils under the Existing Framework Purchase Agreements, and such shortfall in the supply of steel plates and steel coils would be made up by Valin E-Commerce. On 30 December 2019, Hunan Shengli entered into the Supplemental Framework Purchase Agreements with Hunan Xiangtan, Valin Resource and Valin International, respectively, pursuant to which (i) the amount of steel plates Hunan Xiangtan agreed to supply to Hunan Shengli under the relevant Existing Framework Purchase Agreement (namely, framework purchase agreement I) was reduced from approximately 30,000 tons to approximately 15,000 tons; (ii) the amount of steel plates and steel coils Valin Resource agreed to supply to Hunan Shengli under the relevant Existing Framework Purchase Agreement (namely, framework purchase agreement II) was reduced from approximately 50,000 tons to approximately 30,000 tons; and (iii) the amount of steel plates and steel coils Valin International agreed to supply to Hunan Shengli under the relevant Existing Framework Purchase Agreement (namely, framework purchase agreement III) was reduced from approximately 50,000 tons to approximately 35,000 tons. All other terms and conditions under the Existing Framework Purchase Agreements remain unchanged. On the same date, Hunan Shengli entered into the New Framework Purchase Agreement with Valin E-Commerce, pursuant to which Valin E-Commerce agreed to supply approximately 50,000 tons of steel plates and steel coils to Hunan Shengli. The term of the New Framework Purchase Agreement is from 30 December 2019 to 31 July 2020. As such, the total amount of steel plates and steel coils the Valin Group agreed to supply to Hunan Shengli for the two years ending 31 December 2020 remains unchanged.

Given that the total amount and the price range of the steel plates and steel coils the Valin Group agreed to supply for the two years ending 31 December 2020 remains the same, and that there is no change in the expected purchase planning of the Group in respect of steel plates and steel coils, the aggregated annual caps in respect of the Transactions remain unchanged.

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IMPLICATIONS UNDER THE LISTING RULES

Hunan Xiangtan is owned as to 86.32% by Hunan Valin. Hunan Valin is owned as to 60.98% by Valin Steel, which is the holder of the entire equity in Xiangtan Steel, the substantial shareholder of Hunan Shengli. Hunan Shengli is a non wholly-owned subsidiary of the Company. Therefore, Hunan Xiangtan is an associate of Xiangtan Steel pursuant to the Listing Rules, and is a connected person of the Company at the subsidiary level. Valin Resource is wholly-owned by Valin Steel, and is therefore a connected person of the Company at the subsidiary level. Valin International is wholly-owned by Hunan Xiangtan and is a connected person of the Company at the subsidiary level. Valin E-Commerce is wholly-owned by Hunan Valin and is a connected person of the Company at the subsidiary level. Accordingly, the transactions under the New Framework Purchase Agreement and the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The New Framework Purchase Agreement, the Supplemental Framework Purchase Agreements, the Existing Framework Purchase Agreements and the Previous Purchase Agreements were entered into between Hunan Shengli and certain members of the Valin Group, are similar in nature and were entered into within a 12-month period from the date of the New Framework Purchase Agreement and the Supplemental Framework Purchase Agreements. The transactions under the New Framework Purchase Agreement, the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements and the Previous Purchase Agreements therefore form a series of transactions which should be treated as if they were one transaction pursuant to Rules 14A.81 and 14A.82 of the Listing Rules.

Although one or more of the applicable percentage ratios for the Transactions exceeds 5%, on an annual basis, as the transactions under the New Framework Purchase Agreement and the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements are continuing connected transactions at the subsidiary level and the Board (including all the independent non-executive Directors) had approved the transactions and confirmed that such transactions are on normal commercial terms and conducted in the usual course of business of the Group, fair and reasonable and in the interests of the Company and the Shareholders as a whole, pursuant to Rule 14A.101 of the Listing Rules, the transactions under the New Framework Purchase Agreement and the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements are subject to the reporting and announcement requirements, but are exempted from the circular, independent financial advice and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

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SUPPLEMENTAL FRAMEWORK PURCHASE AGREEMENTS

Reference is made to the announcement of the Company dated 9 August 2019 in relation to the Existing Framework Purchase Agreements entered into by Hunan Shengli, a non wholly-owned subsidiary of the Company, with Hunan Xiangtan, Valin Resource and Valin International, respectively. Due to the adjustment of internal business arrangement of the Valin Group, Hunan Xiangtan, Valin Resource and Valin International are expected to reduce their supply of steel plates and/or steel coils under the Existing Framework Purchase Agreements.

Pursuant to the relevant Existing Framework Purchase Agreement (namely, framework purchase agreement I) Hunan Xiangtan agreed to supply approximately 30,000 tons of steel plates to Hunan Shengli of various quality and specification; pursuant to the relevant Existing Framework Purchase Agreement (namely, framework purchase agreement II) Valin Resource agreed to supply approximately 50,000 tons of steel plates and steel coils to Hunan Shengli of various quality and specification; and pursuant to the relevant Existing Framework Purchase Agreement (namely, framework purchase agreement III) Valin International agreed to supply approximately 50,000 tons of steel plates and steel coils to Hunan Shengli of various quality and specification, for the period from 9 August 2019 to 31 July 2020.

On 30 December 2019, Hunan Shengli entered into the Supplemental Framework Purchase Agreements with Hunan Xiangtan, Valin Resource and Valin International, respectively, to reduce the amount of steel plates and/or steel coils to be supplied by Hunan Xiangtan, Valin Resource and Valin International as follows:

Existing

Supplemental

Framework

Framework

Purchase

Purchase

Agreements

Agreements

(approximate

(approximate

tons)

tons)

Amount of steel plates Hunan Xiangtan agreed

to supply

30,000

15,000

Amount of steel plates and steel coils Valin

Resource agreed to supply

50,000

30,000

Amount of steel plates and steel coils

Valin International agreed to supply

50,000

35,000

Save for the above reduction in the amount of steel plates and/or steel coils Hunan Xiangtan, Valin Resource and Valin International agreed to supply, all other terms and conditions under the Existing Framework Purchase Agreements remain unchanged.

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THE NEW FRAMEWORK PURCHASE AGREEMENT

As part of the adjustment of internal business arrangement of the Valin Group, the shortfall in the supply of steel plates and/or steel coils by Hunan Xiangtan, Valin Resource and Valin International under the Existing Framework Purchase Agreements would be made up by Valin E-commerce. On 30 December 2019, Hunan Shengli entered into the New Framework Purchase Agreement with Valin E-Commerce for the supply of steel plates and steel coils for the period from 30 December 2019 to 31 July 2020. The principal terms of the New Framework Purchase Agreement are summarised as follows:

Date:

30 December 2019

Parties:

Hunan Shengli and Valin E-Commerce

Subject:

Pursuant to the New Framework Purchase Agreement, Valin

E-Commerce agreed to supply to Hunan Shengli approximately

50,000 tons of steel plates and steel coils of various quality and

specification for the period from 30 December 2019 to 31 July

2020.

Term:

The New Framework Purchase Agreement shall take effect from

30 December 2019 and shall expire on 31 July 2020.

Pricing basis:

With reference to the market condition as of December 2019, the

price range of the steel plates and steel coils to be supplied is

between RMB4,500 to RMB6,000 per ton.

Pursuant to the New Framework Purchase Agreement, there are

two methods of fixing the price for a transaction which Hunan

Shengli may select. These methods are:

1. The price of the steel plates and steel coils is fixed on a

monthly basis and adjusted on the 1st, 11th and 21st day of

a month with reference to the prevailing market price. If the

price of the steel plates and/or steel coils is fixed on a

monthly basis, the settlement sum will be determined based

on the price record of Valin E-Commerce for that particular

10-day period less volume discount; and

2. The price of the steel plates and steel coils is fixed with

reference to the prevailing market price at the time when the

transaction occurs. If the price of the steel plates and/or

steel coils is fixed at the time when the transaction occurs,

the settlement sum will be determined according to the price

fixed at the time when the transaction occurs.

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Please refer to the paragraph headed ''Basis of caps'' in this

announcement for further details on how Hunan Shengli would

determine the purchase price with reference to the market price

for each transaction.

Payment terms:

Pursuant to the New Framework Purchase Agreement, Hunan

Shengli shall remit 10% of the total contract price of the relevant

purchase order to the designated bank account of Valin

E-Commerce two working days prior to the delivery of the

steel plates and/or steel coils by Valin E-Commerce. Hunan

Shengli shall make full payment of the total contract price of the

relevant purchase order together with all relevant charges within

150 calendar days upon delivery of the steel plates and steel coils

by Valin E-Commerce.

AGGREGATED ANNUAL CAPS

The following sets forth the change in the annual caps in respect of the Transactions as a result of the Supplemental Framework Purchase Agreements and New Framework Purchase Agreement while there is no change to the aggregated annual caps for the two years ending 31 December 2020.

Prior to the Supplemental Framework Purchase Agreements and New Framework Purchase Agreement were entered into:

For the year ending 31 December

Annual caps under the:

2019 (Note)

2020 (Note)

RMB (thousand)

RMB (thousand)

Previous Purchase Agreements

2,642

-

Existing Framework Purchase Agreements

310,750

404,250

Total

313,392

404,250

Note: The figures are rounded to the nearest thousand.

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After the Supplemental Framework Purchase Agreements and New Framework Purchase Agreement were entered into:

For the year ending 31 December

Annual caps under the:

2019 (Note)

2020 (Note)

RMB (thousand)

RMB (thousand)

Previous Purchase Agreements

2,642

-

Existing Framework Purchase Agreements as

supplemented by the Supplemental Framework

Purchase Agreements

310,750

129,250

New Framework Purchase Agreement

-

275,000

Total

313,392

404,250

Note: The figures are rounded to the nearest thousand.

BASIS OF CAPS

Given that the total amount and the price range of the steel plates and steel coils the Valin Group agreed to supply remains the same, and that there is no change in the expected purchase planning of the Group in respect of steel plates and steel coils, the aggregated annual caps in respect of the Transactions remain unchanged.

As mentioned above, the price of the steel plates and steel coils under the New Framework Purchase Agreement will be determined with reference to the prevailing market prices. These market prices are not a fixed price but are in a range of prices. To determine the exact purchase prices for each transaction and to ensure that the price charged by Valin E-Commerce would not be less favourable than the price charged by the independent third parties in the market for similar products, Hunan Shengli will obtain price quotations from at least three independent third party suppliers in the market selected from the list of steel plates and steel coils suppliers maintained by Hunan Shengli to determine the prices of the required quality and specification of steel plates and steel coils. The price quotations include unit price of the required quality and specification of steel plates and steel coils, the expected transportation cost and the expected delivery time. These potential suppliers will be selected based on Hunan Shengli's experience from previous transactions which they believe will be able to supply the required quality and specification of steel plates and steel coils at competitive prices and terms. Hunan Shengli will not proceed to decide the choice of supplier(s) and agree the prices without first obtaining any price quotations from independent third party supplier(s). All these prices and terms will be finally assessed and approved by the internal management of Hunan Shengli to ensure that the actual purchase prices of steel plates and steel coils will be in accordance with the pricing policy under the New Framework Purchase Agreement and that the transaction will be conducted on normal commercial terms and will not be prejudicial to the interests of the Group and the Shareholders as a whole.

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The Directors confirm that the above procedures have been carried out by Hunan Shengli for its historical transactions with the Valin Group under the Existing Framework Purchase Agreements.

REASONS FOR AND BENEFIT OF THE SUPPLEMENTAL FRAMEWORK PURCHASE AGREEMENTS AND THE NEW FRAMEWORK PURCHASE AGREEMENT

The Supplemental Framework Purchase Agreements and New Framework Purchase Agreement were entered into in light of the adjustment of internal business arrangement of the Valin Group. By entering into the Supplemental Framework Purchase Agreements and the New Framework Purchase Agreement, Hunan Shengli would be able to maintain a stable source of steel plate and steel coil such that it can supply submerged-arc helical welded pipes (''SAWH pipes'') and submerged-arc longitudinal welded pipes (''SAWL pipes'') to its customers on time. Accordingly, the Directors consider that it is in the interest of the Group and the Shareholders as a whole to enter into the Supplemental Framework Purchase Agreements and the New Framework Purchase Agreement.

As no Director has a material interest in the transactions under the New Framework Purchase Agreement and the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements, none of the Directors has abstained from voting on the relevant board resolutions approving the Supplemental Framework Purchase Agreements and the New Framework Purchase Agreement.

INFORMATION ABOUT THE GROUP

The Group is one of the largest oil and gas line pipe manufacturers in the PRC. The Group focuses on the design, manufacture, anti-corrosion processing and servicing of pipes (including SAWH pipes and SAWL pipes) which are used to transport crude oil, refined petroleum products and natural gas.

INFORMATION ABOUT HUNAN XIANGTAN

Hunan Xiangtan is a company established in the PRC and is primarily engaged in manufacturing of steel plates, wires, rods and metal products.

INFORMATION ABOUT VALIN RESOURCE

Valin Resource is a company established in the PRC and is primarily engaged in the sales of steel products as well as raw materials and ingredients used in metallurgy production.

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INFORMATION ABOUT VALIN INTERNATIONAL

Valin International is a company established in the PRC and is primarily engaged in the sales of steel and metal products, as well as the import and export of goods and technologies.

INFORMATION ABOUT VALIN E-COMMERCE

Valin E-Commerce is a company established in the PRC and is primarily engaged in, among others, the development of e-commerce platform, metallic materials processing, wholesale of metals and metal mines and trading agency services.

IMPLICATIONS UNDER THE LISTING RULES

Hunan Xiangtan is owned as to 86.32% by Hunan Valin. Hunan Valin is owned as to 60.98% by Valin Steel, which is the holder of the entire equity in Xiangtan Steel, the substantial shareholder of Hunan Shengli. Hunan Shengli is a non wholly-owned subsidiary of the Company. Therefore, Hunan Xiangtan is an associate of Xiangtan Steel pursuant to the Listing Rules, and is a connected person of the Company at the subsidiary level. Valin Resource is wholly-owned by Valin Steel, and is therefore a connected person of the Company at the subsidiary level. Valin International is wholly-owned by Hunan Xiangtan and is a connected person of the Company at the subsidiary level. Valin E-Commerce is wholly-owned by Hunan Valin and is a connected person of the Company at the subsidiary level. Accordingly, the transactions under the New Framework Purchase Agreement and the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The New Framework Purchase Agreement, the Supplemental Framework Purchase Agreements, the Existing Framework Purchase Agreements and the Previous Purchase Agreements were entered into between Hunan Shengli and certain members of the Valin Group, are similar in nature and were entered into within a 12-month period from the date of the New Framework Purchase Agreement and the Supplemental Framework Purchase Agreements. The transactions under the New Framework Purchase Agreement, the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements and the Previous Purchase Agreements therefore form a series of transactions which should be treated as if they were one transaction pursuant to Rules 14A.81 and 14A.82 of the Listing Rules.

- 9 -

Although one or more of the applicable percentage ratios for the Transactions exceeds 5%, on an annual basis, as the transactions under the New Framework Purchase Agreement and the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements are continuing connected transactions at the subsidiary level and the Board (including all the independent non-executive Directors) had approved the transactions and confirmed that such transactions are on normal commercial terms and conducted in the usual course of business of the Group, fair and reasonable and in the interests of the Company and the Shareholders as a whole, pursuant to Rule 14A.101 of the Listing Rules, the transactions under the New Framework Purchase Agreement and the Existing Framework Purchase Agreements as supplemented by the Supplemental Framework Purchase Agreements are subject to the reporting and announcement requirements, but are exempted from the circular, independent financial advice and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

''associate(s)''

has the same meaning ascribed thereto in the Listing Rules

''Board''

the board of Directors of the Company

''Company''

Shengli Oil & Gas Pipe Holdings Limited (勝利油氣管道控股有

限公司), a limited liability company incorporated in the Cayman

Islands, the shares of which are listed on the Stock Exchange of

Hong Kong Limited

''connected person''

has the same meaning ascribed thereto in the Listing Rules

''continuing

has the same meaning ascribed thereto in the Listing Rules

connected

transaction(s)''

''Director(s)''

the director(s) of the Company

- 10 -

''Existing Framework

framework purchase agreement I: the framework purchase

Purchase

agreement entered into between Hunan Shengli and Hunan

Agreements''

Xiangtan dated 9 August 2019, pursuant to which Hunan

Xiangtan agreed to supply certain steel plates to Hunan

Shengli for the period from 9 August 2019 to 31 July 2020

framework purchase agreement II: the framework purchase

agreement entered into between Hunan Shengli and Valin

Resource dated 9 August 2019, pursuant to which Valin

Resource agreed to supply certain steel plates and steel coils to

Hunan Shengli for the period from 9 August 2019 to 31 July 2020

framework purchase agreement III: the framework purchase

agreement entered into between Hunan Shengli and Valin

International dated 9 August 2019, pursuant to which Valin

International agreed to supply certain steel plates and steel coils

to Hunan Shengli for the period from 9 August 2019 to 31 July

2020

and Existing Framework Purchase Agreement shall mean any

one of them

''Group''

the Company and its subsidiaries

''Hunan Shengli''

湖南勝利湘鋼鋼管有限公司 (Hunan Shengli Xianggang Steel

Pipe Co., Ltd.*), a company established in the PRC with

limited liability, and is owned as to 43.1% by Xiangtan Steel and

56.9% by 山東勝利鋼管有限公司 (Shandong Shengli Steel Pipe

Co., Ltd.*), which is a wholly-owned subsidiary of the Company

''Hunan Valin''

湖南華菱鋼鐵股份有限公司 (Hunan Valin Iron & Steel Co.,

Ltd.*), a company established in the PRC with limited

liability, and is owned as to 60.98% by Valin Steel

''Hunan Xiangtan''

湖南華菱湘潭鋼鐵有限公司 (Hunan Valin Xiangtan Iron & Steel

Co., Ltd.*), a company established in the PRC with limited

liability, and is owned as to 4.82% by Valin Steel and 86.32% by

Hunan Valin

''independent third

a person or persons or a company or companies which is not or

party(ies)''

are not the Company's connected person(s) within the meaning

ascribed to it under the Listing Rules

''Listing Rules''

The Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

- 11 -

''New Framework

the framework purchase agreement entered into between Hunan

Purchase

Shengli and Valin E-Commerce dated 30 December 2019,

Agreement''

pursuant to which Valin E-Commerce agreed to supply certain

steel plates and steel coils to Hunan Shengli

''PRC''

The People's Republic of China, which for the purpose of this

announcement shall exclude the Hong Kong Special

Administrative Region of the PRC, the Macau Special

Administrative Region of the PRC and Taiwan

''Previous Purchase

purchase agreement I: the purchase agreement entered into

Agreements''

between Hunan Shengli and Hunan Xiangtan dated 17 May

2019, pursuant to which Hunan Xiangtan agreed to supply

certain steel plates to Hunan Shengli at the contract price of

RMB47,938.89

purchase agreement II: the purchase agreement entered into

between Hunan Shengli and Valin Resource dated 13 June 2019,

pursuant to which Valin Resource agreed to supply certain steel

plates to Hunan Shengli at the contract price of

RMB2,593,843.05

both purchase agreement I and purchase agreement II, whether

alone or aggregated with each other, constituted de minimis

transaction pursuant to Rule 14A.76(1) of the Listing Rules

''RMB''

Renminbi, the lawful currency of the PRC

''Shareholder(s)''

the shareholder(s) of the Company

''subsidiary(ies)''

has the same meaning ascribed thereto in the Listing Rules

''substantial

has the same meaning ascribed thereto in the Listing Rules

shareholders''

- 12 -

''Supplemental

supplemental framework purchase agreement I: the

Framework

supplemental agreement entered into between Hunan Shengli

Purchase

and Hunan Xiangtan on 30 December 2019 to amend certain

Agreements''

terms of the relevant Existing Framework Purchase Agreement

(namely, framework purchase agreement I) entered into between

Hunan Shengli and Hunan Xiangtan dated 9 August 2019, and

the remaining terms and conditions of the relevant Existing

Framework Purchase Agreement remain unchanged and in force

supplemental

framework

purchase

agreement

II:

the

supplemental agreement entered into between Hunan Shengli

and Valin Resource on 30 December 2019 to amend certain

terms of the relevant Existing Framework Purchase Agreement

(namely, framework purchase agreement II) entered into

between Hunan Shengli and Valin Resource dated 9 August

2019, and the remaining terms and conditions of the relevant

Existing Framework Purchase Agreement remain unchanged and

in force

supplemental

framework

purchase

agreement

III:

the

supplemental agreement entered into between Hunan Shengli

and Valin International on 30 December 2019 to amend certain

terms of the relevant Existing Framework Purchase Agreement

(namely, framework purchase agreement III) entered into

between Hunan Shengli and Valin International dated 9

August 2019, and the remaining terms and conditions of the

relevant Existing Framework Purchase Agreement remain

unchanged and in force

''Transactions''

the transactions under the New Framework Purchase

Agreement, the Existing Framework Purchase Agreements as

supplemented by the Supplemental Framework Purchase

Agreements, and the Previous Purchase Agreements

''Valin E-Commerce''

湖南華菱電子商務有限公司 (Hunan Valin E-Commerce Co.,

Ltd.*), a company established in the PRC with limited

liability, and is owned as to 100% by Hunan Valin

''Valin Group''

includes Valin Steel, Hunan Valin, Valin Resource, Hunan

Xiangtan, Xiangtan Steel,

Valin International

and

Valin

E-Commerce for the purpose of this announcement

- 13 -

''Valin International'' 上海華菱湘鋼國際貿易有限公司 (Shanghai Valin Xianggang International Trading Co., Ltd.*), a company established in the PRC with limited liability, and is owned as to 100% by Hunan Xiangtan

''Valin Resource'' 湖南華菱資源貿易有限公司 (Hunan Valin Resource Trading Co., Ltd.*), a company established in the PRC with limited liability, and is owned as to 100% by Valin Steel

''Valin Steel'' 湖南華菱鋼鐵集團有限責任公司 (Hunan Valin Iron & Steel Group Co., Ltd.*), a company established in the PRC with limited liability

''Xiangtan Steel'' 湘潭鋼鐵集團有限公司 (Xiangtan Steel Group Co., Ltd.*), a company established in the PRC with limited liability, and is a wholly-owned subsidiary of Valin Steel

''%''

per cent

  • For reference purpose only, the English names of these companies, persons or documents are only a translation of their respective Chinese names. In the event of any discrepancies between the Chinese names and their respective English translations, the Chinese version shall prevail.

By order of the Board

Shengli Oil & Gas Pipe Holdings Limited

Zhang Bizhuang

Executive Director and Chief Executive Officer

Zibo, Shandong, 30 December 2019

As at the date of this announcement, the Directors of the Company are:

Executive Directors:

Mr. Zhang Bizhuang, Mr. Jiang Yong, Mr. Wang Kunxian,

Ms. Han Aizhi and Mr. Song Xichen

Non-executive Director:

Mr. Wei Jun

Independent non-executive

Mr. Qiao Jianmin, Mr. Chen Junzhu and Mr. Wu Geng

Directors:

This announcement, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, there are no other matters the omission of which would make any statement herein or this announcement misleading.

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