Hong Kong, 21 January 2008
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you
should consult your licensed securities dealer, bank manager, solicitor, professional
accountant or other professional adviser.
If you have sold or transferred all your shares in Enric Energy Equipment Holdings
Limited, you should at once hand this circular to the purchaser or the transferee or to the
bank, licensed securities dealer or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee.
A notice convening the extraordinary general meeting of Enric Energy Equipment Holdings
Limited to be held at Mont Blanc Room, Pacific Place Conference Centre, 5th Floor, One
Pacific Place, 88 Queensway, Hong Kong on Friday, 15 February 2008 at 3 p.m. is set out
on pages 33 to 35 of this circular. Whether or not you propose to attend the meeting, you
are requested to complete the accompanying form of proxy in accordance with the
instructions printed thereon and return the same to the Company’s branch share registrar
in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1806-07,
18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as
possible and in any event not less than 48 hours before the time appointed for the holding
of the meeting or any adjournment thereof. Completion and return of the proxy form will
not preclude shareholders from attending and voting at the meeting, or any adjourned
meeting, should they so wish.
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
CONTINUING CONNECTED TRANSACTIONS
Independent financial adviser to the Independent Board Committee
and Independent Shareholder
CONTENTS
– i –
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
LETTER FROM THE BOARD
1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2. BACKGROUND OF THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3. THE AGREEMENTS AND REASONS AND BENEFITS
OF THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4. THE ANNUAL CAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5. COMPLIANCE WITH THE LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . 12
6. INFORMATION ON THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7. PROCEDURES FOR DEMANDING A POLL . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8. EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9. ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10. RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . 16
LETTER FROM SOMERLEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . 33
DEFINITIONS
– 1 –
In this circular, the following expressions have the following meanings, unless the context
otherwise requires:
“Agreements” the CIMC (Group) Master Agreement, the Xinao Gas
Master Agreement and the Wang Master Agreements
“Annual Cap(s)” the maximum aggregate value(s) of the Transactions
for (i) each of the three years ending 31 December
2008, 2009 and 2010 for the transactions contemplated
under the CIMC (Group) Master Agreement; or (ii)
the period from 1 January 2008 to 14 October 2008 for
the Xinao Gas Master Agreement and the Wang Master
Agreements
“associate(s)” as such term is defined under the Listing Rules
“Board” the board of Directors
“Charm Wise” Charm Wise Limited, a company incorporated in the
British Virgin Islands with limited liability and a
substantial Shareholder holding 41.55% of the issued
share capital of the Company, and a wholly-owned
subsidiary of CIMC (Group) as at the Latest Practicable
Date
“CIMC (Group)”中國國際海運集裝箱（集團）股份有限公司China
International Marine Containers (Group) Co., Ltd., a
company incorporated in the PRC with limited
liability, the shares of which are listed on the Shenzhen
Stock Exchange
“CIMC (Group) Master the master product sales agreement entered into
Agreement” between the Company as seller and CIMC (Group) as
purchaser dated 31 December 2007
“CIMC VFL”中集車輛融資租賃有限公司CIMC Vehicle Financial
Leasing Co., Ltd., a company incorporated in the PRC
with limited liability and a wholly-owned subsidiary
of CIMC (Group)
“CNG” compressed natural gas
“Companies Ordinance” Companies Ordinance, Chapter 32 of the Laws of Hong
Kong
DEFINITIONS
– 2 –
“Company” Enric Energy Equipment Holdings Limited 安瑞科能
源裝備控股有限公司, an exempted company
incorporated in the Cayman Islands with limited
liability, the shares of which are listed on the Main
Board of the Stock Exchange
“connected person(s)” as such term is defined under the Listing Rules
“Director(s)” the director(s) of the Company
“DME” dimethyl ether
“EGM” the extraordinary general meeting of the Company to
be held, to approve, among other things, each of the
Agreements and their respective Annual Caps
“Group” the Company and its subsidiaries
“Hebei Finance”河北省金融租賃有限公司 Hebei Finance Leasing
Company Limited, a company incorporated in the PRC
with limited liability and an associate of Mr. Wang
“Hebei Veyong”河北威遠集團有限公司 Hebei Veyong Group Company
Limited, a company incorporated in the PRC with
limited liability and an associate of Mr. Wang
“Hong Kong” Hong Kong Special Administrative Region of the PRC
“Independent Board Committee” an independent committee of the Board comprising
the independent non-executive Directors, namely
Wong Chun Ho, Gao Zhengping and Shou Binan,
established to advise the Independent Shareholders
with regard to the Transactions and the Annual Caps
“Independent Financial Adviser” Somerley Limited, a licensed corporation to conduct
or “Somerley” Type 1 (dealing in securities), Type 4 (advising on
securities), Type 6 (advising on corporate finance) and
Type 9 (asset management) regulated activities under
the SFO having CE registration number AAJ067, being
the independent financial adviser to the Independent
Board Committee and the Independent Shareholders
in respect of Agreements and the Annual Caps
DEFINITIONS
– 3 –
“Independent Shareholders” (i) in respect of CIMC (Group) Master Agreement, the
Shareholders other than Charm Wise and its associates;
and (ii) in respect of each of the Xinao Gas Master
Agreement and the Wang Master Agreements, the
Shareholders other than XGII, Mr. Wang and their
respective associates
“Independent Third Party(ies)” person(s) or company(ies) which is / are independent
of any member of the Group, the directors, the chief
executives, the controlling shareholders, the substantial
shareholders (as such terms are defined in the Listing
Rules) of the Company or its subsidiaries, and their
respective associates
“Latest Practicable Date” 18 January 2008, being the latest practicable date prior
to the printing of this circular for ascertaining certain
information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange
“LNG” liquefied natural gas
“LPG” liquefied petroleum gas
“Mr. Wang” Mr. Wang Yusuo, a previous executive Director who
resigned from directorship with effect from 15 October
2007 and the spouse of Ms. Zhao
“Ms. Zhao” Ms. Zhao Baoju, a previous non-executive Director who
resigned from directorship with effect from 15 October
2007 and the spouse of Mr. Wang
“PRC” the People’s Republic of China and for the purposes
of this circular, excluding Hong Kong, the Macau
Special Administrative Region and Taiwan
“SFO” Securities and Futures Ordinance, Chapter 571 of the
Laws of Hong Kong
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital
of the Company
“Shareholder(s)” the holder(s) of the Share(s)
“Stock Exchange” Wang
“XE”新能能源有限公司 Xinneng Energy Limited, a company
incorporated in the PRC with limited liability and an
associate of Mr. Wang
“XGII” Xinao Group International Investment Limited, a
Shareholder holding 9.46% of the issued share capital
of the Company and is owned as to 50% by Mr. Wang
and 50% by Ms. Zhao as at the Latest Practicable Date
“Xinao Gas” Xinao Gas Holdings Limited, an exempted company
incorporated in the Cayman Islands with limited
liability, the shares of which are listed on the Main
Board of the Stock Exchange, of which Mr. Wang is
the chairman, an executive director and a controlling
shareholder
“Xinao Gas Master Agreement” the master product sales agreement entered into
between the Company as seller and Xinao Gas as
purchaser dated 31 December 2007
“XZE”新能（張家港）能源有限公司 Xinneng (Zhangjiagang)
Energy Limited, a company incorporated in the PRC
with limited liability and an associate of Mr. Wang
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“RMB” Renminbi, the lawful currency of the PRC
“&#%8221; per cent.
DEFINITIONS
– 5 –
Unless otherwise specified in this circular, amounts denominated in RMB have been
converted, for the purpose of illustration only, into HK$ at the rate of RMB1.00=HK$1.07. No
representation is made that any amounts in HK$ or RMB can be or could have been converted at
the relevant dates at the above rate or any other rates at all.
LETTER FROM THE BOARD
– 6 –
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
Executive Directors: Registered office:
Zhao Qingsheng (Chairman) Cricket Square
Jin Yongsheng (Chief Executive Officer) Hutchins Drive
Wu Fapei P.O. Box 2681
Jin Jianlong Grand Cayman KY1-1111
Yu Yuqun Cayman Islands
Shi Caixing
Qin Gang Principle place of business
in Hong Kong:
Non-executive Directors: Rooms 3101-03, 31st Floor
Yang Yu Tower One
Lippo Centre
Independent non-executive Directors: No. 89 Queensway
Wong Chun Ho Hong Kong
Gao Zhengping
Shou Binan Head office in the PRC:
30 Hongrun Road
Langfang Economic
and Technical
Development Zone
Hebei Province
The PRC
21 January 2008
To the Shareholders
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS
1. INTRODUCTION
The Board refers to the announcement of the Company dated 31 December 2007
relating to certain continuing connected transactions whereby the Board announced that,
among other things, on 31 December 2007, the Company entered into the CIMC (Group)
Master Agreement, Xinao Gas Master Agreement and the Wang Master Agreements. The
transactions contemplated under the Agreements constitute continuing connected
transactions of the Company under the Listing Rules.
LETTER FROM THE BOARD
– 7 –
The purposes of this circular are: (i) to provide you with further information
regarding the Agreements; (ii) to set out the letter of advice from the Independent Financial
Adviser to the Independent Board Committee and the Independent Shareholders in relation
to the terms of the Transactions and the Annual Caps; (iii) to set out the recommendations
of the Independent Board Committee after taking into consideration the advice of the
Independent Financial Adviser in relation to the terms of the Agreements; and (iv) to give
you notice of the EGM to consider and if thought fit, to approve the resolutions regarding
the Transactions and the Annual Caps at the EGM.
2. BACKGROUND OF THE TRANSACTIONS
Reference is made to the section headed “Connected Transactions” of the listing
document of the Company dated 27 June 2006. On 22 June 2006, the Stock Exchange has
granted the Company waiver in respect of, among other things, the continuing connected
transactions between the Group and Xinao Gas and it subsidiaries pursuant to the product
sales agreement dated 31 January 2005 whereby the Group sold its gas-related machinery
and equipment to Xinao Gas and its subsidiaries at prices determined based on the then
market price of the particular products for a term of three years commencing on 1 January
2005. Such waiver granted by the Stock Exchange expired on 31 December 2007.
Reference is also made to the announcement of the Company dated 3 December
2007 regarding continuing connected transactions between the Group and CIMC (Group)
together with its subsidiaries and associates pursuant to the product sales agreement
dated 3 December 2007, which expired on 31 December 2007.
3. THE AGREEMENTS AND REASONS AND BENEFITS OF THE TRANSACTIONS
On 31 December 2007, the Group entered into, among other things, the Agreements
regarding certain continuing connected transactions, brief particulars of which are set out
below:
(1) CIMC (Group) Master Agreement
Parties:
Purchaser CIMC (Group)
Seller the Company
Subject matter:
The purchaser together with its subsidiaries (including but not limited
to CIMC VFL) and associates (the “1st Purchaser Group”) will purchase and
the Group will sell products (including but not limited to natural gas refueling
stations, CNG hydraulic refueling stations and trailers, cryogenic liquefied
gas storage tanks, pressure cylinders, LNG trailers, CNG trailers, compressed
LETTER FROM THE BOARD
– 8 –
specialty gas trailers and compressors) manufactured and/or sold by the Group
for the purpose of providing finance lease by the 1st Purchaser Group to
customers referred to the 1st Purchaser Group by the Group and/or for the
purpose of manufacturing operation of the 1st Purchaser Group, for a term of
three years commencing on 1 January 2008.
The Group will offer a one-year quality guarantee period to customers
during which period the Group will provide free repair and maintenance
services and replacement parts (as appropriate). After the end of the quality
guarantee period, the Group will provide repair and maintenance services at
a fee comparable to the fee charged by the Group to Independent Third Parties
and to be determined between the parties.
Price, payment terms and delivery:
Prices of the products contemplated under this agreement will be
determined by reference to the then market price of the particular products,
which will be agreed upon by the Group, the 1st Purchaser Group and the
relevant customers of the Group.
After relevant member of the 1st Purchaser Group and that of the Group
have reached a written agreement on each individual transaction, the 1st
Purchaser Group will make full payment of the products to the Group. The
Group will then deliver its products to the 1st Purchaser Group or the relevant
customers under the instruction of the 1st Purchaser Group for completing
the sales transaction between the Group and the 1st Purchaser Group.
Reasons for and benefits of the transaction:
As the Group is engaged in the sale of specialized gas equipment and is
not engaged in the finance lease business and some of its customers may
require payment by finance lease method in purchasing the Group’s products,
when the Group is approached by customers who wish to pay by finance
lease method for their purchases, the Group may refer such customers to the
1st Purchaser Group for it to arrange finance lease to such customers.
(2) Xinao Gas Master Agreement
Parties:
Purchaser Xinao Gas
Seller the Company
LETTER FROM THE BOARD
– 9 –
Subject matter:
The purchaser together with its subsidiaries and associates (the “2nd
Purchaser Group”) will purchase and the Group will sell products (including
but not limited to natural gas refueling stations, CNG hydraulic refueling
stations and trailers, cryogenic liquefied gas storage tanks, pressure cylinders,
LNG trailers, CNG trailers and compressors) manufactured and/or sold by
the Group for the purpose of manufacturing and business operations of the
2nd Purchaser Group, for a term of one year commencing on 1 January 2008.
Price and payment terms:
Prices of the products contemplated under this agreement will be
determined by reference to the then market price of the particular products,
which will be agreed upon between the parties.
After relevant member of the 2nd Purchaser Group and that of the Group
have reached a written agreement on each individual transaction, the 2nd
Purchaser Group will pay 30% of the consideration as a deposit to the Group
within 14 days from the date of such agreement. The 2nd Purchaser Group
will pay the rest of the consideration within 2 months from date of
acknowledgement of receipt of the relevant products by the 2nd Purchaser
Group.
Reasons for and benefits of the transaction:
The 2nd Purchaser Group is principally engaged in the investment in,
and the operation and management of, gas pipeline infrastructure, the sale
and distribution of piped gas and LPG, and the natural gas and LPG refueling
station business, in the PRC. Accordingly, the 2nd Purchaser Group has a
significant demand for energy equipment and gas storage and transportation
equipment for its manufacturing and business operations. As the Group is
principally engaged in the provision of integrated business solutions in the
energy equipment industry and the design, manufacture and sale of specialized
gas equipment, it is expected that the 2nd Purchaser Group will continue to
purchase the said products of the Group in 2008.
(3) Wang Master Agreements
Parties:
Purchasers XE, XCGM, Hebei Veyong and XZE
Seller the Company
LETTER FROM THE BOARD
– 10 –
Subject matter:
The purchasers together with their respective subsidiaries and associates
(the “3rd Purchaser Groups”) will purchase and the Group will sell products
(including but not limited to cryogenic liquefied gas storage tanks, pressure
cylinders, LNG trailers, CNG trailers, compressed specialty gas trailers and
compressors) manufactured and/or sold by the Group for the purpose of
manufacturing and business operations of the 3rd Purchaser Groups, for a
term of one year commencing on 1 January 2008.
Price and payment terms:
Prices of the products contemplated under this agreement will be
determined by reference to the then market price of the particular products,
which will be agreed upon between the parties.
After relevant member of the 3rd Purchaser Groups and that of the
Group have reached a written agreement on each individual transaction, the
3rd Purchaser Groups will pay 30% of the consideration as a deposit to the
Group within 14 days from the date of such agreement. The 3rd Purchaser
Groups will pay the rest of the consideration within 2 months from date of
acknowledgement of receipt of the relevant products by the 3rd Purchaser
Groups.
Reasons for and benefits of the transaction:
XE and XZE are both principally engaged in the design, construction,
equipment installation and operation of coal-chemical facilities for the
production of methanol and DME in the PRC. XCGM is principally engaged
in the coal gasification mining business in the PRC. Chemical storage tanks,
gas storage and transportation equipment and compressors are necessary for
their respective manufacturing and business operations. As the Group’s
products are compatible in the relevant areas, it is expected that XE, XZE and
XCGM will from time to time purchase the relevant equipment from the Group
in 2008.
One of the principal activities of Hebei Veyong is the production and
sale of fertilizers and medicine for animals. Chemical storage tanks and
compressors are necessary for its manufacturing operation. As the Group’s
products are compatible in the relevant areas, it is expected that Hebei Veyong
will from time to time purchase the relevant equipment from the Group in
2008.
The Directors (including the independent non-executive Directors) are of the
view that the terms of each of the Agreements are fair and reasonable so far as the
Independent Shareholders are concerned and that the transactions contemplated
under each of the Agreements are carried out in the ordinary course of business, on
normal commercial terms and are in the interest of the Company and the Shareholders
as a whole.
LETTER FROM THE BOARD
– 11 –
4. THE ANNUAL CAPS
The Board (including the independent non-executive Directors) intends to set the
Annual Caps for each of the Transactions as set out below:
Annual Caps
Transaction Financial year ending 31 December
2008 2009 2010
CIMC (Group) Master Agreement
(in RMB) 155,000,000 186,000,000 223,200,000
(approximately in HK$) 162,750,000 195,300,000 234,360,000
For the
period from
1 January 2008
to 14 October
2008
Xinao Gas Master Agreement
(in RMB) 218,000,000
(approximately in HK$) 228,900,000
Wang Master Agreements
(in RMB) 10,000,000
(approximately in HK$) 10,500,000
Basis of determination of the Annul Caps
The basis of determining the Annual Caps for the Transactions are explained
as follows:
CIMC (Group) Master Agreement:
With regard to the Group’s products to be purchased by the 1st Purchaser
Group for providing finance lease to the Group’s customers, by reference to
the existing operation and the anticipated development and growth of the
Group’s business, the Board derives the projected numbers of natural gas
refueling stations, CNG hydraulic refueling stations and trailers, cryogenic
liquefied gas storage tanks, pressure cylinders, LNG trailers, CNG trailers,
compressed specialty gas trailers and compressors to be sold to the Group’s
customers. The relevant part of the Annual Caps are determined based on the
projected numbers of products multiplied by the corresponding market price
of the relevant products and then multiplied by the percentage of customers
for the relevant products that would likely require payment by finance lease.
LETTER FROM THE BOARD
– 12 –
With regard to the Group’s products to be purchased by the 1st Purchaser
Group for its manufacturing operation, by reference to the existing operation
and the anticipated development and growth of the 1st Purchaser Group’s
business, it has projected the number of natural gas refueling stations, CNG
hydraulic refueling stations and trailers, cryogenic liquefied gas storage tanks,
pressure cylinders, LNG trailers, CNG trailers, compressed specialty gas trailers
and compressors that would be purchased from the Group. The relevant part
of the Annual Caps are determined based on the projected number of sets of
the aforesaid products to be purchased from the Group by the 1st Purchaser
Group multiplied by the corresponding market price of the relevant products.
Xinao Gas Master Agreement and Wang Master Agreements:
By reference to the existing operation and the anticipated development
and growth of the connected persons’ business, the connected persons have
projected the number of natural gas refueling stations, CNG hydraulic refueling
stations and trailers, cryogenic liquefied gas storage tanks, pressure cylinders,
LNG trailers, CNG trailers, compressed specialty gas trailers and compressors
that would be purchased from the Group. The Annual Caps are determined
based on the projected number of sets of the aforesaid products to be purchased
from the Group by the connected persons multiplied by the corresponding
market price of the relevant products.
Hence, the Board (including the independent non-executive Directors) considers
that the Annual Caps are fair and reasonable.
5. COMPLIANCE WITH THE LISTING RULES
As CIMC (Group) is the holding company of Charm Wise, a substantial Shareholder,
the transactions contemplated under the CIMC (Group) Master Agreement constitute
continuing connected transactions for the Company under Chapter 14A of the Listing
Rules.
As Mr. Wang was an executive Director and Ms. Zhao was a non-executive Director
and both resigned as a Director with effect from 15 October 2007, the transactions
contemplated under the Xinao Gas Master Agreement and the Wang Master Agreements
constitute continuing connected transactions for the Company under Chapter 14A of the
Listing Rules during the 12 months’ period from the aforesaid resigning date of Mr. Wang
and Ms. Zhao.
Since the Board anticipates that the relevant percentage ratios for the Transactions
(with the Xinao Gas Master Agreement and the Wang Master Agreements aggregated
pursuant to rule 14A.25 of the Listing Rules) on an annual basis (in respect of the CIMC
(Group) Master Agreement, for the three years ending 31 December 2008, 2009 and 2010;
and in respect of the Xinao Gas Master Agreement and the Wang Master Agreements, for
the period from 1 January 2008 to 14 October 2008) will not be less than 2.5% and the
annual consideration is expected to be higher than HK$10,000,000, the Transactions will
LETTER FROM THE BOARD
– 13 –
be subject to reporting and announcement requirements under Chapter 14A of the Listing
Rules and will also be required to be approved by way of poll by the Independent
Shareholders at the EGM.
6. INFORMATION ON THE PARTIES
The Group is principally engaged in the provision of integrated business solutions
in the energy equipment industry and the design, manufacture and sale of specialized gas
equipment.
CIMC (Group) is principally engaged in the design, manufacturing, sale and provision
of repairing services for dry containers, reefers, special containers, road transportation
vehicles, tank equipment and airport facilities.
Hebei Veyong is principally engaged in the production and sale of fertilizers and
medicine for animals and the production and sales of compressor switches and related
devices.
XCGM is principally engaged in the coal gasification mining business in the PRC.
XE and XZE are both principally engaged in the design, construction, equipment
installation and operation of petrochemical facilities for the production of methanol and
DME in the PRC.
Xinao Gas and its subsidiaries are principally engaged in the investment in, and the
operation and management of, gas pipeline infrastructure and the sale and distribution of
piped gas and LPG in the PRC.
7. PROCEDURES FOR DEMANDING A POLL
Pursuant to article 66 of the articles of association of the Company, a resolution put
to the vote of a general meeting shall be decided on a show of hands unless voting by way
of a poll is required by the Listing Rules or (before or on the declaration of the result of
the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:
(a) by the chairman of the meeting; or
(b) by at least three Shareholders present in person or in the case of a Shareholder
being a corporation by its duly authorised representative or by proxy for the
time being entitled to vote at the meeting; or
(c) by a Shareholder or Shareholders present in person or in the case of a
Shareholder being a corporation by its duly authorised representative or by
proxy and representing not less than one-tenth of the total voting rights of all
Shareholders having the right to vote at the meeting; or
LETTER FROM THE BOARD
– 14 –
(d) by a Shareholder or Shareholders present in person or in the case of a
Shareholder being a corporation by its duly authorised representative or by
proxy and holding Shares conferring a right to vote at the meeting being
Shares on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all Shares conferring that right; or
(e) if required by the Listing Rules, by any Director or Directors who, individually
or collectively, hold proxies in respect of Shares representing 5% or more of
the total voting rights at such meeting.
On a show of hands, every Shareholder present in person (or in the case of a
Shareholder being a corporation, by its duly authorised representative) or by proxy shall
have one vote. On a poll, every Shareholder present in person (or in the case of a
Shareholder being a corporation, by its duly authorised representative) or by proxy shall
have one vote for each Share held by him. On a poll, a Shareholder entitled to more than
one vote need not, if he votes, use all his votes or cast all the votes he uses in the same
way.
8. EXTRAORDINARY GENERAL MEETING
Set out on pages 33 to 35 of this circular is the notice convening the EGM at which
ordinary resolutions will be proposed to approve, among other things, the Agreements
and the Annual Caps.
In view of the interests of Charm Wise in the CIMC (Group) Master Agreement,
Charm Wise and its associates will abstain from voting in relation to the resolution
approving such transaction and the respective Annual Caps at the EGM. In view of the
interests of Mr. Wang and Ms. Zhao in the Xinao Gas Master Agreement and the Wang
Master Agreements, XGII, Mr. Wang and their respective associates will abstain from
voting in relation to the resolutions approving such transactions and the respective Annual
Caps at the EGM.
Pursuant to Rule 13.39(4) of the Listing Rules, the votes of Shareholders at the EGM
regarding the Transactions will be taken by poll.
9. ACTION TO BE TAKEN
A form of proxy for use at the EGM is enclosed herewith. Whether or not you
propose to attend the EGM, you are requested to complete the form of proxy in accordance
with the instructions printed thereon and return the same to the Company’s branch share
registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms
1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as
soon as possible and in any event not less than 48 hours before the time appointed for the
holding of the meeting or any adjournment thereof. Completion and return of the form of
proxy will not preclude Shareholders from attending and voting at the EGM, or any
adjourned meeting, should they so wish.
LETTER FROM THE BOARD
– 15 –
10. RECOMMENDATIONS
Your attention is drawn to the letter from the Independent Board Committee set out
on pages 16 and 17 of this circular which contains its recommendations to the Independent
Shareholders regarding the Transactions. The Independent Board Committee, having taken
into consideration the advice of the Independent Financial Adviser and in particular the
principal factors set out in the letter from the Independent Financial Adviser, considers
that each of the Transactions are in the ordinary and usual course of business of the Group
and that the terms of each of the Agreements are on normal commercial terms and are fair
and reasonable so far as the Independent Shareholders are concerned. The Independent
Board Committee also considers that the entering into of the Agreements is in the interests
of the Company and the Shareholders as a whole and that the Annual Caps are fair and
reasonable so far as the Independent Shareholders are concerned. Accordingly, the Board
recommends that the Independent Shareholders should vote in favour of the resolutions
as set out in the notice of the EGM.
Your attention is also drawn to the additional information set out in the appendix to
this circular.
By order of the Board
Enric Energy Equipment Holdings Limited
Zhao Qingsheng
Chairman
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
– 16 –
The following is the text of a letter of recommendation from the Independent Board Committee
which has been prepared for the purpose of inclusion in this circular:
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
21 January 2008
To the Independent Shareholders
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS
We refer to the circular of the Company dated 21 January 2008 (the “Circular”) to
the Shareholders, of which this letter forms part. Terms defined in the Circular have the
same meanings when used in this letter unless the context requires otherwise.
We have been appointed by the Board as the Independent Board Committee to
advise you as to whether, in our opinion, the terms of the CIMC (Group) Master Agreement,
the Xinao Gas Master Agreement and the Wang Master Agreements (the “Agreements”)
are fair and reasonable so far as the Independent Shareholders are concerned.
Somerley has been appointed by the Company as the independent financial adviser
to advise the Independent Board Committee and the Independent Shareholders in respect
of the transactions contemplated under each of the Agreements. Details of its advice,
together with the principal factors taken into consideration in arriving at such, are set out
in its letter on pages 18 to 26 of the Circular.
Your attention is drawn to the letter from the Board set out on pages 6 to 15 of the
Circular and the general information set out in the appendix to the Circular.
Having taken into account the terms of each of the Agreements, and the advice
given by Somerley and in particular the principal factors set out in the letter from Somerley,
we consider that each of the Transactions are in the ordinary and usual course of business
of the Group and that the terms of each of the Agreements are on normal commercial
terms and are fair and reasonable so far as the Independent Shareholders are concerned.
We also consider that the entering into of each of the Agreement is in the interests of the
Company and the Shareholders as a whole and that the Annual Caps are fair and reasonable
so far as the Independent Shareholders are concerned. Accordingly, we recommend the
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
– 17 –
Independent Shareholders to vote in favour of the resolutions approving each of the
Agreements, the transactions contemplated thereunder and the Annual Caps to be proposed
at the EGM.
Yours faithfully,
Independent Board Committee
Enric Energy Equipment Holdings Limited
Wong Chun Ho Gao Zhengping Shou Binan
Independent non-executive Directors
LETTER FROM SOMERLEY
– 18 –
The following is the letter of advice from Somerley to the Independent Board Committee and
the Independent Shareholder which has been prepared for the purpose of inclusion in this circular.
SOMERLEY LIMITED
10th Floor
The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
21 January 2008
To: the Independent Board Committee and
the Independent Shareholders
Dear Sirs,
CONTINUING CONNECTED TRANSACTIONS
We refer to our appointment to advise the Independent Board Committee and the
Independent Shareholders on the transactions in relation to the supply of products
manufactured and/or sold by the Group pursuant to the terms of the CIMC (Group)
Master Agreement, the Xinao Gas Master Agreement and the Wang Master Agreements
for which the Independent Shareholders’ approval is being sought subject to the Annual
Caps. Details of the Transactions are set out in the letter from the Board contained in the
circular of the Company to the Shareholders dated 21 January 2008 (the “Circular”), of
which this letter forms part. Capitalised terms used in this letter shall have the same
meanings as those defined in the Circular.
As at the Latest Practicable Date, Charm Wise, a wholly owned subsidiary of CIMC
(Group), was a 41.55% substantial shareholder of the Company, CIMC (Group) is therefore
a connected person of the Company. Mr. Wang was an executive Director and his spouse,
Ms. Zhao, was a non-executive Director of the Company, who have both resigned their
directorships with effect from 15 October 2007. According to Rule 14A.11 of the Listing
Rules, both Mr. Wang and Ms. Zhao would continue to be the connected persons of the
Company during the twelve months’ period from the date their directorships ceased. Mr.
Wang is the chairman, an executive director and the 34.19% controlling shareholder of
Xinao Gas. XE, XCGM, Hebei Veyong and XZE, all being associates of Mr. Wang, are
therefore connected persons of the Company. The transactions contemplated under the
Agreements constitute continuing connected transactions for the Company under Chapter
14A of the Listing Rules.
As the Company anticipates that the applicable percentage ratios for the Transactions
on an annual basis (in respect of CIMC (Group) Master Agreement, for the three years
ending 31 December 2008, 2009 and 2010; and in respect of the Xinao Gas Master Agreement
and the Wang Master Agreements when aggregated, for the period from 1 January 2008 to
14 October 2008) will not be less than 2.5% and the annual consideration is expected to be
LETTER FROM SOMERLEY
– 19 –
higher than HK$10,000,000, the Transactions will be subject to the reporting and
announcement requirements under Chapter 14A of the Listing Rules and will also be
required to be approved by way of poll by the Independent Shareholders. Charm Wise
and its associates will abstain from voting in relation to the resolution approving the
CIMC (Group) Master Agreement and the relevant Annual Caps at the EGM. XGII, Mr.
Wang and their respective associates will abstain from voting in relation to the resolutions
approving the Xinao Gas Master Agreement and the Wang Master Agreements and their
respective Annual Caps at the EGM.
The Independent Board Committee, comprising all the Company’s independent non-
executive Directors, namely Mr. Wong Chun Ho, Mr. Gao Zhengping and Mr. Shou Binan,
has been established to advise the Independent Shareholders whether the terms of the
Transactions (including the Annual Caps) are fair and reasonable so far as the Independent
Shareholders are concerned and whether the entering into the CIMC (Group) Master
Agreement, the Xinao Gas Master Agreement and the Wang Master Agreements are in the
interests of the Company and the Shareholders as a whole. We, Somerley, have been
appointed to advise the Independent Board Committee and the Independent Shareholders
in this regard.
In formulating our opinion, we have relied on the information and facts supplied,
and the opinions expressed, by the Directors and management of the Company and have
assumed that the information and facts provided and opinions expressed to us are true,
accurate and complete and will remain so up to the time of the EGM. We have also sought
and received confirmation from the Directors that no material facts have been omitted
from the information supplied and opinions expressed to us. We have relied on such
information and consider that the information we have received is sufficient for us to
reach an informed view and have no reason to believe that any material information has
been withheld, nor doubt the truth, accuracy or completeness of the information provided.
We have not, however, conducted any independent investigation into the business and
affairs of the Company or of the 1st, 2nd and 3rd Purchaser Groups, nor have we carried
out any independent verification of the information supplied.
PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion and recommendations on the terms of the Transactions,
we have taken the following principal factors and reasons into consideration:
1. Background of and reasons for the Transactions
The Group is one of the leading specialised gas equipment manufacturers and
integrated business solution providers in the gas energy industry in the PRC. Its
products and services are represented in over 29 provinces, autonomous regions
and municipalities throughout the PRC .The Group has an established sales network,
covering major cities in the PRC including Bengbu, Chongqing, Guangzhou,
Langfang, Shanghai, Shenyang, Urumqi, Xi’an and Wuhan. Products are exported to
Brazil, Indonesia, Taiwan, Pakistan and Thailand.
LETTER FROM SOMERLEY
– 20 –
The Group produces specialised gas equipment including (but not limited to)
seamless pressure cylinders, cryogenic liquid storage tanks, natural gas refueling
station systems, CNG trailers, LNG trailers, refueling station trailers, chemical
material trucks and specialty gas trailers.
The PRC is the second largest energy consumer in the world. Under the
11th Five-Year Plan, the PRC Government has adopted a series of policies to
encourage the use of natural gas for commercial, industrial, residential and vehicular
purposes, targeting to increase the proportion of natural gas in the overall primary
energy consumption mix from 2.8% in 2005 to 5.3% in 2010. This signifies a huge
development potential in the natural gas market. In response to the increase in
demand for natural gas in recent years and to procure supply of piped natural gas,
state-owned oil and gas companies have made significant progress in exploring for
new gas fields in the country and have also entered into natural gas exploration
cooperation agreements and natural gas supply agreements with neighbouring
countries. In addition, pursuant to the 11th Five-Year Plan of the PRC Government,
emphasis has been placed on clean coal technology which resulted in an increase in
investment in the aforesaid industry. It is expected that the PRC natural gas market
will enjoy a rapid and healthy growth in the future. As the Group’s products are
compatible with the clean coal technology industry, the growth in the aforesaid
industry presents numerous business opportunities for the Group. In response to
such an increase in demand for natural gas storage and transportation equipment,
the Group has been expanding its sales network and business operation in the PRC
accordingly.
(a) CIMC (Group) Master Agreement
CIMC (Group) is principally engaged in the design, manufacturing, sale
and provision of repairing services for dry containers, reefers, special
containers, road transportation vehicles, tank equipment and airport facilities.
CIMC (Group) started its finance lease business in 2007.
The Group’s customers may prefer finance lease arrangements to finance
their capital expenditures when placing purchase orders for the Group’s energy
equipment and/or gas storage and transportation equipment. As the Group
does not engage in the finance lease business, the Group may then refer such
customers to the 1st Purchaser Group for finance lease arrangements. The 1st
Purchaser Group may also acquire the Group’s products in its ordinary course
of business for its own manufacturing operation.
Given that the 1st Purchaser Group can provide the Group’s customers
with an alternative financing method to purchase the Group’s products, the
Group considers the transactions contemplated under the CIMC (Group) Master
Agreement would create synergy, assisting the Group’s business development
and sales expansion.
LETTER FROM SOMERLEY
– 21 –
(b) Xinao Gas Master Agreement
Xinao Gas and its subsidiaries and associates are engaged in the
investment in, and the operation and management of, gas pipeline
infrastructure, the sale and distribution of piped gas and LPG and the natural
gas and LPG refueling station business in the PRC. The 2nd Purchaser Group
has been purchasing and will continue to purchase energy equipment and gas
storage and transportation equipment from the Group for its manufacturing
and business operations.
(c) Wang Master Agreements
The principal activities of both XE and XZE are the design, construction,
equipment installation and operation of coal-chemical facilities for the
production of methanol and DME in the PRC. XCGM is engaged in the coal
gasification mining business, which is a clean coal technology that converts
coal in situ to a combustible gas that can be used as a fuel or chemical feedstock,
in the PRC. Hebei Veyong is engaged in the production and sale of fertilisers
and medicine for animals. Energy equipment is therefore required for the
daily operation of the XE, XZE and XCGM, while chemical storage tanks and
compressors are needed in the manufacturing operation of Hebei Veyong. The
3rd Purchaser Groups will continue to purchase the relevant equipment from
the Group in the coming years.
2. Principal terms of the Transactions
(a) CIMC (Group) Master Agreement
Pursuant to the CIMC (Group) Master Agreement, the 1st Purchaser
Group has agreed to purchase and the Group has agreed to sell products
(including but not limited to natural gas refueling stations, CNG hydraulic
refueling stations and trailers, cryogenic liquefied gas storage tanks, pressure
cylinders, LNG trailers, CNG trailers, compressed specialty gas trailers and
compressors) manufactured and/or sold by the Group for the purpose of
providing finance lease by the 1st Purchaser Group to customers referred by
the Group and/or for the manufacturing operation of the 1st Purchaser Group,
for a term of three years commencing on 1 January 2008.
The selling price of the energy equipment products will be agreed upon
by the Group, the 1st Purchaser Group and/or the relevant customers of the
Group by making reference to the then market price of the particular products.
A one-year quality guarantee period would be offered by the Group during
which period the Group would provide free repair and maintenance services
and replacement parts (as appropriate) for the energy equipment products.
LETTER FROM SOMERLEY
– 22 –
Full payment has to be made by the 1st Purchaser Group at the time the
sale and purchase agreement is signed.
(b) Xinao Gas Master Agreement and Wang Master Agreements
Pursuant to the Xinao Gas Master Agreement, the 2nd Purchaser Group
has agreed to purchase and the Group has agreed to sell products (including
but not limited to natural gas refueling stations, CNG hydraulic refueling
stations and trailers, cryogenic liquefied gas storage tanks, pressure cylinders,
LNG trailers, CNG trailers and compressors) manufactured and/or sold by
the Group for a term of one year commencing on 1 January 2008.
Pursuant to the Wang Master Agreements, the 3rd Purchaser Groups
have agreed to purchase and the Group has agreed to sell products (including
but not limited to cryogenic liquefied gas storage tanks, pressure cylinders,
LNG trailers, CNG trailers, compressed specialty gas trailers and compressors)
manufactured and/or sold by the Group for a term of one year commencing
on 1 January 2008.
The selling price of the relevant products will be agreed upon between
the parties by making reference to the then market price of that particular
product. The purchasers are entitled to a one-year quality guarantee period
during which period the Group will provide free repair and maintenance
services and replacement parts (as appropriate) for the energy equipment
products.
A 30% deposit has to be paid by the 2nd and 3rd Purchaser Groups
within 14 days from the date of the sale and purchase agreement. The balance
of the consideration is due within 2 months from date of acknowledgement of
receipt of the relevant products by the 2nd and the 3rd Purchaser Groups.
Given that the purchase price for the products under the Transactions is
to be determined by making reference to the prevailing market price of the
particular product and the provision of one-year quality guarantee period is
in line with market practice, we consider that the terms of the transactions are
on normal commercial terms and are fair and reasonable.
We have reviewed contracts for the sales of similar products by the
Group to other independent customers and noted that the terms under the
Agreements are no less favourable to the Group when compared to the terms
offered by the Group to other independent customers.
LETTER FROM SOMERLEY
– 23 –
3. Annual Caps
The Transactions are subject to the Listing Rules requirements and conditions
as more particularly discussed under the section headed “Reporting requirements
and conditions of the Transactions” below. In particular, the Transactions are subject
to the Annual Caps as discussed below.
In assessing the reasonableness of the Annual Caps, we have discussed with
the Directors the basis and assumptions underlying the projections for the sales of
products by the Group for the purpose of setting the Annual Caps.
(a) CIMC (Group) Master Agreement
Set out below are the Annual Caps being proposed for the transactions
contemplated under CIMC (Group) Master Agreement for each of three years
ending 31 December 2010:
Financial year ending 31 December
2008 2009 2010
(RMB in million) (RMB in million) (RMB in million)
Transactions contemplated
under CIMC (Group)
Master Agreement 155.0 186.0 223.2
In determining the Annual Caps for the three years ending 31 December
2010, the Directors have made reference to the existing operation and the
anticipated development and growth of the Group’s business and production
capacity, the projected demand for finance lease arrangements, and the
anticipated development and growth of the 1st Purchaser Group’s business.
The Annual Caps are then arrived at by adopting (i) projected numbers of
products to be sold multiplied by the corresponding market price of the
relevant products and then multiplied by the percentage of customers for the
relevant products that will likely require payment by finance lease; and (ii)
the projected number of sets of products to be purchased from the Group by
the 1st Purchaser Group for its own manufacturing operation multiplied by
the corresponding market price of the relevant products.
In forecasting the projected sales, the Directors have taken into account
various factors including the economic conditions, the development of natural
gas pipeline network, the construction of LNG receiving terminals, the growth
of natural gas vehicles and the growth rate of natural gas consumption in the
PRC.
LETTER FROM SOMERLEY
– 24 –
As discussed under the section headed “Background of and reasons for
the Transactions”, it is expected that there will be an increase in supply of
natural gas both from domestic and international sources in the coming years.
The increase in supply means more people will have access to the natural gas
network, thus increasing the demand for natural gas and hence the Group’s
gas storage and transportation equipment products. A 20% year-on-year growth
rate on the Annual Caps is tailored to the expected increase in market demand
for natural gas and hence the related specialised gas equipment together with
the expected increase in demand for finance lease services during the period.
(b) Xinao Gas Master Agreement
Set out below are the actual aggregate values for the transactions
contemplated under Xinao Gas Master Agreement in respect of 2005 to 2007
and the proposed cap for the period ending 14 October 2008:
Proposed
Transactions amount for the Annual Cap
financial year ended six months ended for the period
31 December 30 June from 1 January to
2005 2006 2007 14 October 2008
(RMB in million) (RMB in million) (RMB in million) (RMB in million)
Historical transactions/
Transactions contemplated
under Xinao Gas
Master Agreement 97.0 131.1 100.0 218.0
In estimating the total sales of energy equipment and gas storage and
transportation equipment to the 2nd Purchaser Group for the purpose of setting
the Annual Cap for the period ending 14 October 2008, the Directors have
taken into account the number of sets of equipment to be sold by the Group to
the 2nd Purchaser Group, multipled by the market price of the corresponding
equipment according to the 2008 indicative purchase order as discussed
between the parties by making reference to the existing operation scale and
the anticipated growth of businesses of both the Group and that of the 2nd
Purchaser Group.
As set out in the table above, there was an increasing trend in the actual
aggregate values for the historical transactions between Xinao Gas and the
Group from 1 January 2005 to 30 June 2007. We are advised by the management
of the Company that the increase was attributable to the expansion of gas
distribution network and business operation of Xinao Gas which resulted in
an increase in demand for the Group’s energy equipment and gas storage and
transportation equipment. The growth in the proposed Cap when compared
LETTER FROM SOMERLEY
– 25 –
to the actual aggregate values in 2007 is mainly due to the continuing expansion
of business operation by Xinao Gas in the coming years resulting from the
expected boosting in gas penetration rates of Xinao Gas’s existing gas projects
and the development of energy distribution channels to other peripheral towns
and cities.
(c) Wang Master Agreements
The Annual Cap of RMB10 million for the transactions contemplated
under the Wang Master Agreements for the period ending 14 October 2008 is
calculated based on the number of sets of equipment required by the 3rd
Purchaser Groups multipled by the market price of the corresponding
equipment according to the 2008 indicative purchase order as discussed
between the parties with reference to the existing operation scale and the
anticipated growth of businesses of both the Group and that of the 3rd
Purchaser Groups. The estimated continuing growth in demand of the aforesaid
products by the 3rd Purchaser Groups is tailored to the expansion of the
various businesses entities comprising the 3rd Purchaser Groups in 2008.
4. Reporting requirements and conditions of the Transactions
Pursuant to Rules 14A.37 to 14A.40 of the Listing Rules, the Transactions are
subject to the following annual review requirements:
(a) each year the independent non-executive Directors must review the
Transactions and confirm in the annual report and accounts that the
Transactions have been entered into:
(i) in the ordinary and usual course of business of the Group;
(ii) either on normal commercial terms or, if there are not sufficient
comparable transactions to judge whether they are on normal
commercial terms, on terms no less favourable to the Group than
terms available to or from (as appropriate) independent third
parties; and
(iii) in accordance with the relevant agreements governing them on
terms that are fair and reasonable and in the interests of the
Shareholders as a whole;
(b) each year the auditors of the Company must provide a letter to the
Board (with a copy provided to the Stock Exchange at least ten business
days prior to the bulk printing of the Company’s annual report)
confirming that the Transactions:
(i) have received the approval of the Board;
LETTER FROM SOMERLEY
– 26 –
(ii) are in accordance with the pricing policies of the Group;
(iii) have been entered into in accordance with the relevant agreements
governing the Transactions; and
(iv) have not exceeded the Annual Caps;
(c) the Company shall allow, and shall procure the relevant counterparties
to the Transactions to allow, the Company’s auditors to have sufficient
access to their records for the purpose of the reporting on the Transactions
as set out in paragraph (b);
(d) the Company shall promptly notify the Stock Exchange and publish an
announcement in accordance with the Listing Rules if it knows or has
reason to believe that the independent non-executive Directors and/or
auditors of the Company will not be able to confirm the matters set out
in paragraphs (a) and/or (b) respectively.
In light of the reporting requirements attached to the Transactions, in particular, (i)
the restriction of the value of the Transactions by way of the Annual Caps; and (ii) the
ongoing review by the independent non-executive Directors and auditors of the Company
of the terms of the Transactions and the Annual Caps not being exceeded, we are of the
view that appropriate measures will be in place to govern the conduct of the Transactions
and assist to safeguard the interests of the Independent Shareholders.
OPINIONS
Having taken into account the above principal factors, we consider that the
Transactions are in the ordinary and usual course of business of the Group and the terms
of the CIMC (Group) Master Agreement, the Xinao Gas Master Agreement and the Wang
Master Agreements are on normal commercial terms. We also consider that the Transactions
and the Annual Caps are fair and reasonable so far as the Independent Shareholders are
concerned and the entering into the CIMC (Group) Master Agreement, the Xinao Gas
Master Agreement and the Wang Master Agreements are in the interests of the Company
and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee
to recommend, and we ourselves recommend, that the Independent Shareholders vote in
favour of the ordinary resolutions to be proposed at the EGM to approve the Transactions
and the Annual Caps.
Yours faithfully,
for and on behalf of
Somerley Limited
M.N. Sabine
Chairman
APPENDIX GENERAL INFORMATION
– 27 –
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the
purpose of giving information with regard to the Group. The Directors collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts not contained herein the omission of which
would make any statement contained in this circular misleading.
2. DISCLOSURE OF DIRECTORS’ INTERESTS
As at the Latest Practicable Date, the interests and short positions of the Directors
and the chief executive of the Company in the Shares and debentures of the Company or
the shares and debentures of any associated corporation of the Company (within the
meaning of Part XV of the SFO) which were required pursuant to: (i) Divisions 7 and 8 of
Part XV of the SFO, to be notified to the Company and the Stock Exchange; or (ii) section
352 of Part XV of the SFO, to be entered in the register referred to therein; or (iii) the
Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the
Company and the Stock Exchange, were as follows:
Interest in Shares
Approximate
Aggregate interests percentage of
Interest in in Shares and total issued
Name of Director Capacity Shares underlying Shares share capital
Mr. Jin Yongsheng Beneficial owner 394,000 394,000 0.09%
Save as disclosed above, as at the Latest Practicable Date, there was no outstanding
share options or derivative instruments granted to the Directors and none of the Directors
and the chief executive of the Company had any interest or short positions in the Shares
or underlying Shares or interest in debentures of the Company or its associated corporations
(within the meaning of Part XV of the SFO) which were required to be notified to the
Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO
(including interests or short positions which they are taken or deemed to have under such
provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be
entered in the register referred to therein, or which were required, pursuant to the Model
Code for Securities Transactions by Directors of Listed Issuers, to be notified to the
Company and the Stock Exchange.
None of the Directors has any direct or indirect interest in any assets which have
since 31 December 2006 (being the date which the latest published audited financial
statements of the Company were made up) been acquired or disposed of by or leased to
any member of the Group.
None of the Directors is materially interested in any contract or arrangement entered
into and subsisting at the Latest Practicable Date which is significant in relation to the
business of the Group.
APPENDIX GENERAL INFORMATION
– 28 –
3. DISCLOSURE OF INTEREST OF SUBSTANTIAL SHAREHOLDERS
So far as the Directors are aware, as at the Latest Practicable Date, the following
persons (not being Directors) had an interest or a short position in the Shares or underlying
Shares which would fall to be disclosed to the Company and the Stock Exchange under
the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly,
interested in 10% or more of the nominal value of any class of share capital carrying rights
to vote in all circumstances at general meetings of any other member of the Group:
Aggregate
interests in Approximate
Total interest Shares and percentage
Name of in number of underlying of total issued
Shareholder Capacity Shares Shares Shares held
Charm Wise Beneficial owner 190,703,000 190,703,000 41.55%
(Note 1)
China International Interest in 190,703,000 190,703,000 41.55%
Marine Containers controlled (Note 1)
(Hong Kong) corporation
Limited
CIMC (Group) Interest in 190,703,000 190,703,000 41.55%
controlled (Note 1)
corporation
Mr. Wang Beneficial owner 2,000,000 45,441,000 9.90%
(Note 2)
Interest of 43,441,000
controlled (Note 3)
corporation
Ms. Zhao Interest of spouse 2,000,000 45,441,000 9.90%
(Note 2)
Interest of 43,441,000
controlled (Note 3)
corporation
Commonwealth Interest in 44,963,000 44,963,000 9.80%
Bank of controlled
Australia corporation
APPENDIX GENERAL INFORMATION
– 29 –
Aggregate
interests in Approximate
Total interest Shares and percentage
Name of in number of underlying of total issued
Shareholder Capacity Shares Shares Shares held
XGII Beneficial owner 43,441,000 43,441,000 9.46%
(Note 3)
DnB Nor Asset Investment 35,340,000 35,340,000 7.70%
Management manager
(Asia) Limited
INVESCO Hong Investment 27,020,000 27,020,000 5.89%
Kong Limited manager
Symbiospartners Beneficial owner 26,016,000 26,016,000 5.67%
Private Equity
Limited
Notes:
(1) The three references to 190,703,000 Shares refer to the same block of Shares held by Charm Wise,
which is beneficially owned by China International Marine Containers (Hong Kong) Limited, a
wholly-owned subsidiary of CIMC (Group).
(2) Ms. Zhao, the spouse of Mr. Wang, is deemed to be interested in these Shares held by Mr. Wang.
(3) The three references to 43,441,000 Shares relate to the same block of Shares held by XGII, which
is beneficially owned as to 50% by Mr. Wang and as to 50% by Ms. Zhao, the spouse of Mr.
Wang.
Save as disclosed herein, the Directors are not aware, as at the Latest Practicable
Date, of any person (who are not Directors) who had an interest or a short position in
Share or underlying Shares which would fall to be disclosed to the Company and the
Stock Exchange under the provisions of Divisions 2 and 3 of part XV of the SFO, or who
was, directly or indirectly, interested in 10% or more of the nominal value of any class of
share capital carrying rights to vote in all circumstances at general meetings of any other
member of the Group.
APPENDIX GENERAL INFORMATION
– 30 –
4. EXPERT AND CONSENT
The following is the qualification of the expert who has given opinion or advice
which is contained in this circular:
Name Qualification
Somerley A licensed corporation to conduct Type 1 (dealing in securities),
Type 4 (advising on securities), Type 6 (advising on corporate
finance) and Type 9 (asset management) regulated activities under
the SFO having CE register number AAJ067
Somerley has given and has not withdrawn its written consent to the issue of this
circular with the inclusion of its letter and references to its name in the form and context
in which they appear.
Somerley does not have any direct or indirect interest in any assets which have
since 31 December 2006 (being the date which the latest published audited financial
statements of the Company were made up) been acquired or disposed of by or leased to
any member of the Group.
Somerley is not beneficially interested in the share capital of any member of the
Group nor has any right, whether legally enforceable or not, to subscribe for or to nominate
persons to subscribe for securities in any member of the Group.
5. MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors were not aware of any material
adverse change in the financial or trading position of the Group since 31 December 2006,
being the date to which the latest published audited financial statements of the Group
were made up.
6. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the following Directors had entered into a
service contract with a member of the Group which does not expire or is not terminable
within one year without payment of compensation (other than statutory compensation).
APPENDIX GENERAL INFORMATION
– 31 –
7. COMPETING INTERESTS
As at the Latest Practicable Date, the following Directors had interests in the following
businesses which were considered to be competing or likely to compete, either directly or
indirectly, with the business of the Group other than those businesses where the Directors
were appointed as directors to represent the interests of the Group pursuant to the Listing
Rules:
Businesses which were considered to be competing or
likely to compete with the business of the Group
Nature of
interest of the
Name of Description of principal Director in the
Director Name of entity business entity
Jin Jianlong南通中集罐式儲運設備The production and director
製造有限公司sales of stainless steel
(Nantong CIMC Tank tank containers.
Equipment Co., Ltd.)
Wu Fapei南通中集罐式儲運設備same as above director
製造有限公司
(Nantong CIMC Tank
Equipment Co., Ltd.)
Shi Caixing張家港中集聖達因低溫The design, production, director
裝備有限公司sales and technical service
(Zhejiang CIMC Sanctum of cryogenic storage
Cryogenic Equipment and transportation
Co., Ltd.) equipment.
8. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during normal
business hours at Rooms 3101-03, 31st Floor, Tower One, Lippo Centre, No. 89 Queensway,
Hong Kong up to and including the date of the EGM:
(a) the Agreements;
(b) the letter of recommendation from the Independent Board Committee, the text
of which is set out on pages 16 and 17 of this circular;
(c) the letter issued by the Independent Financial Adviser, the text of which is set
out on pages 18 to 26 of this circular;
APPENDIX GENERAL INFORMATION
– 32 –
(d) the written consent of the Independent Financial Adviser referred to in
paragraph 4 in this appendix; and
(e) the circular of the Company dated 23 November 2007 issued pursuant to
Chapter 14A of the Listing Rules since 31 December 2006, being the date to
which the latest published audited financial statements of the Group were
made up, in relation to certain continuing connected transactions with CIMC
(Group) for the sale and purchase of transportation equipment from CIMC
(Group) together with its subsidiaries and associates.
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
– 33 –
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the
shareholders of Enric Energy Equipment Holdings Limited (the “Company”) will be held
at Mont Blanc Room, Pacific Place Conference Centre, 5th Floor, One Pacific Place, 88
Queensway, Hong Kong on Friday, 15 February 2008 at 3 p.m. for the purpose of
considering and, if thought fit, passing (with or without modifications) the following
resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
1. “THAT (i) the product sales agreement dated 31 December 2007 entered into
between the Company as seller and 中國國際海運集裝箱（集團）股份有限公
司 China International Marine Containers (Group) Co., Ltd. as purchaser in
respect of the sale and purchase of products of the Group, a copy of which
marked “A” has been tabled before the meeting and initialed by the chairman
of the meeting for identification purpose, and transactions contemplated
thereunder and the implementation thereof be and are hereby approved, ratified
and confirmed; (ii) the proposed annual cap(s) be and are hereby approved;
and (iii) the directors of the Company (the “Director(s)”) be and are hereby
authorized for and on behalf of the Company to do all such acts and things, to
sign and execute all such documents, instruments and agreements and to take
all such steps as they may consider necessary, appropriate, desirable or
expedient to give effect to or in connection with (i) and (ii) of this resolution
above.”
2. “THAT (i) the product sales agreement dated 31 December 2007 entered into
between the Company as seller and Xinao Gas Holdings Limited as purchaser
in respect of the sale and purchase of products of the Group , a copy of which
marked “B” has been tabled before the meeting and initialed by the chairman
of the meeting for identification purpose, and transactions contemplated
thereunder and the implementation thereof be and are hereby approved, ratified
and confirmed; (ii) the proposed annual cap(s) be and are hereby approved;
and (iii) the Directors be and are hereby authorized for and on behalf of the
Company to do all such acts and things, to sign and execute all such documents,
instruments and agreements and to take all such steps as they may consider
necessary, appropriate, desirable or expedient to give effect to or in connection
with (i) and (ii) of this resolution above.”
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
– 34 –
3. “THAT (i) the product sales agreements dated 31 December 2007 entered into
between the Company as seller and 新能能源有限公司 Xinneng Energy Limited,
新奧氣化採煤有限公司 Xinao Coal Gasification Mining Limited, 河北威遠集
團有限公司 Hebei Veyong Group Company Limited and 新能（張家港）能源
有限公司 Xinneng (Zhangjiagang) Energy Limited all as purchasers in respect
of the sale and purchase of products manufactured by the Group, copies of
which marked “C” and “D” respectively have been tabled before the meeting
and initialed by the chairman of the meeting for identification purpose, and
transactions contemplated thereunder and the implementation thereof be and
are hereby approved, ratified and confirmed; (ii) the proposed annual cap(s)
be and are hereby approved; and (iii) the Directors be and are hereby
authorized for and on behalf of the Company to do all such acts and things, to
sign and execute all such documents, instruments and agreements and to take
all such steps as they may consider necessary, appropriate, desirable or
expedient to give effect to or in connection with (i) and (ii) of this resolution
above.”
By order of the Board
Enric Energy Equipment Holdings Limited
Zhao Qingsheng
Chairman
Hong Kong, 21 January 2008
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principle place of business in Hong Kong:
Rooms 3101-03, 31st Floor
Tower One
Lippo Centre
No. 89 Queensway
Hong Kong
Head office in the PRC:
30 Hongrun Road
Langfang Economic and Technical Development Zone
Hebei Province
The PRC
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
– 35 –
Notes:
(1) Any member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to
attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company.
(2) Where there are joint registered holders of any share, any one of such persons may vote at the meeting,
either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more
than one of such joint holders be present at the meeting personally or by proxy, that one of the said
persons so present whose name stands first on the register in respect of such share, shall alone be
entitled to vote in respect thereof.
(3) A form of proxy for use at the meeting is enclosed.
(4) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any)
under which it is signed or a notarially certified copy of such power or authority, must be deposited at
the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services
Limited, Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not
less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion
and return of the form of proxy will not preclude members from attending and voting in person at the
meeting.
(5) The ordinary resolutions as set out above will be determined by way of a poll.
(6) As at the date of this notice, the Board consists of Mr. Zhao Qingsheng (Chairman), Mr. Jin Yongsheng
(Chief Executive Officer), Mr. Wu Fapei, Mr. Jin Jianlong, Mr. Yu Yuqun, Mr. Shi Caixing and Mr. Qin
Gang as executive Directors, Mr. Yang Yu as a non-executive Director and Mr. Wong Chun Ho, Mr. Gao
Zhengping and Mr. Shou Binan as independent non-executive Directors.
