HENGYANG PETROCHEMICAL LOGISTICS LIMITED

(Incorporated in Singapore on 23 April 2008) (Company Registration Number: 200807923K)

CHANGES TO SHAREHOLDERS AND SHAREHOLDINGS IN

JIANGYIN FOREVERSUN CHEMICAL LOGISTICS CO., LTD.

Section I: The transfer of 49% equity interest in Jiangyin Foreversun Chemical Logistics Co., Ltd. ("China Holdco") from CITIC Port Investment Co., Ltd. to Sinopec Chemical Sales Company Limited

1.1 Introduction

The board of directors (the "Board") of Hengyang Petrochemical Logistics Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce that the Company has been informed that CITIC Port Investment Co., Ltd. ("CITIC Port") has on 1 September 2021 completed the disposal of its 49% equity interest in Jiangyin Foreversun Chemical Logistics Co., Ltd. ("China Holdco") to Sinopec Chemical Sales Company Limited (中国石化化工销售有限公司) ("Sinopec Chemical") for a cash consideration of RMB690.02 million (the "Disposal").

The Group, through the China Holdco (together with its subsidiaries, the "China Holdco Group")1, provides storage and land transportation services for different types of bulk liquid petrochemicals, gases and oils such as Methanol, Acetic Acid, Phenol, Acetone, Styrene, Ethylene Glycol, Polyether Polyol, Propane, Butane, Gasoline, Diesel, Kerosene, Fuel Oil and Base Oil.

1.2 Information on Sinopec Chemical

  1. Sinopec Chemical is a limited liability company incorporated under the laws of the People's Republic of China ("PRC") and is a state-owned enterprise. Sinopec Chemical is a wholly- owned subsidiary of China Petroleum & Chemical Corporation, a state-owned enterprise listed on the Hong Kong Stock Exchange.
  2. China Petroleum & Chemical Corporation and its subsidiaries (the "Sinopec Group") are principally engaged in the oil and gas and chemical operations and businesses, including (1) the exploration, development and production of crude oil and natural gas; (2) the refining, transportation, storage and marketing of crude oil and petroleum product; and (3) the production and sale of chemical.
  3. For more information on Sinopec Chemical, please visit the website link below:http://www.sinopec.com/listco/En/about_sinopec/our_business/chemical/
  4. Save as disclosed above, Sinopec Chemical does not have any relationship with the Group, its Directors and Substantial Shareholders.

1 As announced on 22 May 2017, the Group had completed the transfer of 49% of the equity interest of China Holdco to the CITIC Port Investment Co., Ltd. and had lost its practicable ability to direct the relevant activities of the China Holdco. The Group had therefore derecognized the assets and liabilities of the China Holdco from the Group's consolidated financial statements. In other words, the assets and liabilities of the China Holdco are not consolidated in the Group's financial statements. Subsequently, the Group has applied the equity method of accounting for the remaining 51% interest in China Holdco as an investment under

"Investment in Joint Venture".

For further details, please refer to the Company's announcement on the unaudited financial statements for the six months ended 30 June 2017 released via the SGXNet on 7 August 2017, and to Note 7 of the Company's annual report for the financial year ended 31 December 2017.

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Section II: The transfer of 2% equity interest in China Holdco from Hengyang Holding Pte. Ltd. to CITIC Port Investment Co., Ltd.

2.1 Introduction

In connection with the Disposal, there is a possibility that two entities of the China Holdco Group (namely Chongqing New Hengyang Storage Co., Ltd. and Yueyang Hengyang Petrochemical Logistics Co., Ltd.) will be in breach of their loan covenants, as CITIC Port will be withdrawing its 51% corporate guarantees provided for two loans from Bank of China ("BOC Loans") drawn down by these two subsidiaries in 2018 and Sinopec Chemical (as the new 49% shareholder of China Holdco) has only agreed to provide corporate guarantees in accordance with its equity interest in China Holdco, that is, 49% of the BOC Loans. The aggregate facilities provided under the BOC Loans is RMB645.15 million and the total amount outstanding as at 30 June 2021 is RMB436.03 million. Under the terms of the two BOC Loans, the Bank of China shall have the right to request for immediate repayment of the BOC Loans in the event of any breach of the loan covenants.

The Group has, after consultation with the Bank of China, CITIC Port and Sinopec Chemical, agreed to transfer 2% equity interest in China Holdco (the "Transfer Subject") from Hengyang Holding Pte. Ltd. ("HHPL", the wholly-owned subsidiary of the Company) to CITIC Port for a nominal consideration of S$1 (the "Transfer"). HHPL has entered into a transfer agreement dated 1 September 2021 (the "Transfer Agreement") with CITIC Port for the Transfer. In consideration of the Transfer, CITIC Port will provide corporate guarantees for the two BOC Loans in accordance with its equity interest in China Holdco, that is, 2% of the BOC Loans. With two state-owned entities (namely, Sinopec Chemical and CITIC Port) collectively providing 51% corporate guarantees for the BOC Loans, the loan covenant relating to corporate guarantee for the BOC Loans will be complied with.

Upon the completion of the Transfer, the shareholders of China Holdco shall be as follows:

Name of shareholders of China Holdco

Percentage of equity interest in China Holdco

HHPL

49%

Sinopec Chemical

49%

CITIC Port

2%

For ease of reference, please refer to the corporate structure of the Group immediately before the completion of both the Disposal and the Transfer, which is annexed hereto at Appendix A.Please refer to Appendix Bof the updated corporate structure of the Group immediately after the completion of both the Disposal and the Transfer.

2.2 The Transfer as a "Discloseable Transaction"

For the purposes of Chapter 10 of the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") (the "Catalist Rules"), the relative figures for the Transfer computed using the applicable bases of comparison set out in Catalist Rule 1006 based on the latest announced consolidated financial statements of the Group, being the six-month financial period ended 30 June 2021 ("1H2021"), are set out below:

(a)

Net asset value

Based on the unaudited net asset value attributable to the Transfer Subject

of RMB18.79 million as at 30 June 2021 and the unaudited net asset value

of the Group of RMB578.43 million as at 30 June 2021, the relative figure is

3.25%.

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(b)

Profit before income tax

Based on the unaudited Net Profit attributable to the Transfer Subject of

and non-controlling

RMB0.193 million for 1H2021 and the Net Profit of the Group of RMB1.94

interests ("Net Profit")

million for 1H2021, the relative figure is 9.94%.

(c)

Consideration

In accordance with paragraph 3.2(b)(ii) and (iii) of Practice Note 10A of the

Catalist Rules, based on the contingent liabilities arising from the corporate

guarantees to be provided by CITIC Port of RMB12.9 million (equivalent to

S$2.69 million based on the exchange rate of S$1 to RMB4.8012 as at 30

June 2021 (the "Exchange Rate") (1)) and the Company's market

capitalisation of S$55.2 million (based on the Company's issued share

capital of 203,461,883 shares and the volume-weighted average price of the

Company's shares of S$0.2713 on 31 August 2021 (the market day

preceding the date of the Transfer Agreement), the relative figure is 4.87%.

(d)

Equity securities to be

Not applicable as no equity securities will be issued as consideration for the

issued

Transfer.

(e)

Proven and probable

Not applicable as the basis is applicable only mineral, oil and gas companies.

reserves

Note: (1) Extracted from Bloomberg

Based on the relative figures for the Transfer as set out above, the Transfer constitutes a "Discloseable Transaction" as defined in Chapter 10 of the Catalist Rules and the Company is required to make an announcement with the following information required under Catalist Rule 1010.

2.3 Relevant disclosure on the Transfer under Catalist Rules 1010

The information required under Catalist Rule 1010 are as follows:

  1. Particulars of the transaction, including the name of any company or business, where applicable. The information on the Transfer is set out in Section 2.1 of this announcement.
  2. A description of the trade carried on, if any.
    The principal business of the China Holdco Group is set out in Section 1.1 of this announcement.
  3. The aggregate value of the consideration, stating the factors taken into account in arriving at it and how it will be satisfied, including the terms of payment. In the case of financial assistance, the aggregate value of the financial assistance and any interest payable on the financial assistance.
    The cash consideration was arrived at, on a willing buyer willing seller basis, taking into consideration the following:
    1. China Holdco Group might be in breach of the loan covenants for the two BOC Loans without the Transfer and the corresponding 2% corporate guarantee from CITIC Port. In such event, the China Holdco Group might be required to repay the entire outstanding borrowings immediately. The BOC Loans were drawn down for the construction of the facilities in Chongqing and Yueyang which are currently still under construction. As at 31 August 2021, the Group's total cash and cash equivalent is not sufficient to repay the outstanding borrowings. The withdrawal of the BOC Loans will affect the operations of China Holdco Group negatively;
    2. Given that the China Holdco Group will not have sufficient cash to repay the BOC Loans in the event of a sudden withdrawal of the BOC Loans, Bank of China has the rights to

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seize the collaterals pledged for the BOC Loans (including the plant and equipment of Chongqing New Hengyang Storage Co., Ltd. and Yueyang Hengyang Petrochemical Logistics Co., Ltd.). Under such circumstances, no meaningful value will be assigned to the Transfer Subject;

    1. CITIC Port was not able to realise its expected return on its investment in China Holdco as Deqiao facility only formally resumed operations in September 2020, much later than expected;
    2. CITIC Port will be taking on contingent liabilities amounting to RMB12.9 million arising from the corporate guarantees that it will be providing for the BOC Loans in connection with its 2% equity interest in China Holdco;
    3. No interest or guarantee fee is payable by China Holdco to CITIC Port for the corporate guarantees; and
    4. CITIC Port will discharge the current counter-guarantee and collaterals provided by HHPL to CITIC Port.
  1. Whether there are any material conditions attaching to the transaction including a put, call or other option and details thereof.
    CITIC Port has agreed to observe a three-year moratorium on the Transfer Subject. In addition, HHPL has the right of first refusal to acquire the Transfer Subject from CITIC Port in the event that CITIC Port intends to dispose of the Transfer Subject in the future by giving 30 days' notice to HHPL.
  2. The value (book value, net tangible asset value and the latest available open market value) of the assets being acquired or disposed of, and in respect of the latest available valuation, the value placed on the assets, the party who commissioned the valuation and the basis and date of such valuation.

Book value of the Transfer Subject

The net book value of the Transfer Subject is RMB18.79 million

based on the net book value of China Holdco Group of

RMB939.64 million as at 30 June 2021.

Net tangible asset value of the

The net tangible asset value of the Transfer Subject is

Transfer Subject

RMB12.52 million based on the net tangible asset value of

China Holdco Group of RMB626.26 million as at 30 June 2021.

Latest available open market value

The Company has not commissioned any valuation on the

of the Transfer Subject

Transfer Subject.

However, based on the consideration of RMB690.22 million for

the Disposal, the Transfer Subject would theoretically have a

value of RMB28.17 million. Nevertheless, given the potential

breach of loan covenants arising from the Disposal, it is unlikely

that the Company will be able to find a state-owned entity to

purchase the Transfer Subject at such valuation and take on the

corresponding contingent liabilities arising from the corporate

guarantees in connection with the Transfer Subject.

  1. In the case of a disposal, the excess or deficit of the proceeds over the book value, and the intended use of the sale proceeds. In the case of an acquisition, the source(s) of funds for the acquisition.
    Based on the net book value of RMB18.79 million as at 30 June 2021, the S$1 consideration for the Transfer represents a deficit of RMB18.79 million (equivalent to S$3.91 million based on the Exchange Rate).

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  1. The net profits attributable to the assets being acquired or disposed of. In the case of a disposal, the amount of any gain or loss on disposal.
    The Net Profit attributable to the Transfer Subject amounted to RMB0.193 million for 1H2021.
    Based on the nominal consideration of S$1 and the net asset value of RMB18.79 million attributable to the Transfer Subject as at 30 June 2021, the Company will be recognising a loss on disposal of RMB18.79 million in connection with the Transfer.
  2. The effect of the transaction on the net tangible assets per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the end of that financial year.
    Assuming that the Transfer had been effected on 31 December 2020, the consolidated net tangible assets per share of the Company as at 31 December 2020 would be RMB2.74 instead of RMB2.83.
  3. The effect of the transaction on the earnings per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the beginning of that financial year.
    Assuming that the Transfer had been effected on 1 January 2020, the earnings per share of the Company for FY2020 would be RMB0.0273 instead of RMB0.0272.
  4. The rationale for the transaction including the benefits which are expected to accrue to the issuer as a result of the transaction.
    The rationale for and benefits of the Transfer are as follows:
    1. The Transfer will result in China Holdco having two state-owned entities (namely, Sinopec Chemical and CITIC Port) as its shareholders who will collectively own 51% equity interest in China Holdco. In connection therewith, Sinopec Chemical and CITIC Port will also be providing 51% corporate guarantees on the BOC Loans, thereby complying with the loan covenants on the BOC Loans;
    2. The current counter-guarantees and collaterals provided by HHPL to CITIC Port in relation to loans totalling RMB12.9 million as at 30 June 2021 will be discharged;
    3. China Holdco would be put in a better position to secure future financing and loans from banks in the PRC. Upon completion of the Transfer, counting CITIC Port's shareholding of 2% of the equity in the China Holdco together with Sinopec's 49% of the equity in China Holdco, China Holdco will be classified by the Chinese financial institutions as a company controlled by the Chinese SOE. With such a classification, China Holdco will be put in a better position to secure future financing support from the major banks in China; and
    4. The business connections and the opportunities that the CITIC Port is able to bring to China Holdco with CITIC Port remaining as a strategic investor in the China Holdco.
  5. Whether any director or controlling shareholder has any interest, direct or indirect, in the transaction and the nature of such interests.
    None of the directors or controlling shareholders of the Company has any interest, direct or indirect, in the Transfer.
  6. Details of any service contracts of the directors proposed to be appointed to the issuer in connection with the transaction.
    No director is proposed to be appointed to the Company in connection with the Transfer.

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Hengyang Petrochemical Logistics Limited published this content on 01 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 September 2021 11:51:04 UTC.