OUHUA ENERGY HOLDINGS LIMITED
APPENDIX
92
1.
INTRODUCTION
The purpose of this Appendix is to provide Shareholders with the relevant information relating
to, and to seek Shareholders’ approval at the AGM to renew the general mandate
(“Shareholders’ Mandate”) that will enable the Group to enter into transactions with the
Interested Persons (as defined below) in compliance with Chapter 9 of the Listing Manual.
Chapter 9 of the Listing Manual applies to transactions which a listed company or any of its
unlisted subsidiaries or unlisted associated companies proposes to enter with an interested
person of the listed company. An “interested person” is defined as a director, chief executive
officer or controlling shareholder of the listed company or Associate of such director, chief
executive officer or controlling shareholder.
Under Chapter 9 of the Listing Manual, a listed company may seek a general mandate from its
Shareholders for recurrent transactions of a revenue or trading nature or those necessary for
its day-to-
day operations, which may be carried out with the listed company’s inter
ested
persons, but not for the purchase or sale of assets, undertakings or businesses.
Pursuant to Chapter 9 of the Listing Manual, the Shareholders’ Mandate, which was approved
by the Shareholders on 13 September 2006 and renewed on 25 April 2007
ˈ
28 April 2008, 30
April 2009, 28 April 2010, 29 April 2011, 26 April 2012, 30 April 2013, 29 April 2014, and 30
April 2015 will continue in force until the forthcoming AGM. Accordingly, the Directors propose
that the Shareholders’ Mandate be renewed at the AGM t
o be held on 29 April 2016, to take
effect until the next AGM of the Company.
2.
RENEWAL OF SHAREHOLDERS’ MANDATE FOR INTERESTED PERSON
TRANSACTIONS
2.1
Categories of Interested Persons
The Shareholders’ Mandate will apply to our Group’s transactions with Huafeng Incorporation,
Huafeng Group, Huafeng Storage and Zhongkai Huafeng.
Huafeng Group
Huafeng Group is a company incorporated in the PRC and is primarily engaged in investment
holding. Liang Guo Zhan, our Executive Chairman, owns 79.0% of Huafeng Group while Wang
Hua Zhu, our Substantial Shareholder and mother of Liang Guo Zhan, and Guo Shao Kai, own
20.0% and 1.0% of Huafeng Group respectively.
Huafeng Incorporation
Huafeng Incorporation is a company incorporated in the PRC and is primarily engaged in
investment holding and the distribution of LPG to end-users through its LPG retail stations in
the PRC. Huafeng Group owns 94.4% of Huafeng Incorporation while the remaining
share
holders are Huafeng Group’s union (a body representing the employees of Huafeng
Group) holding 3.5% and Associates of Liang Guo Zhan holding 2.1%.
Huafeng Storage
Huafeng Storage is a company incorporated in the PRC and is primarily engaged in the storage
of petroleum and related products in the PRC. Huafeng Incorporation owns 75.0% of Huafeng
Storage while Hongkong Huaye (a company which is 70.0% owned by Liang Ya Ling, a sister
of Liang Guo Zhan) owns the remaining 25.0%.
Zhongkai Huafeng
Zhongkai Huafeng is a company incorporated in the PRC and is primarily engaged in the
packaging and distribution of LPG to end-users through its LPG retail stations in the PRC.
