THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Strong Petrochemical Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

STRONG PETROCHEMICAL HOLDINGS LIMITED

海 峽 石 油 化 工 控 股 有 限 公 司*

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 852)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

    1. RE-ELECTIONOF DIRECTORS AND
  1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Strong Petrochemical Holdings Limited to be held at Room 1604, 16th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, on Thursday, 27 May 2021 at 10:30 a.m. is set out on pages 13 to 16 of this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the completed proxy form to the Company's branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you wish and in such event, the proxy shall be deemed to be revoked.

The Chinese translation of this circular is for reference only, and in case of any inconsistency, the English version shall prevail.

  • For identification purpose only

26 April 2021

CONTENTS

Pages

Definitions .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Appendix I

- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix II

- Biographical Details of the Directors Subject to Re-election . . . . . . .

11

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

- i -

DEFINITIONS

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

''AGM''

the annual general meeting of the Company to be convened

and held at Room 1604, 16th Floor, Far East Finance

Centre, 16 Harcourt Road, Admiralty, Hong Kong, on

Thursday, 27 May 2021 at 10:30 a.m., notice of which is

set out on pages 13 to 16 of this circular, and any

adjournment thereof;

''Articles of Association''

the articles of association of the Company as amended from

time to time;

''associated company''

has the meaning ascribed to it under the Takeovers Code;

''Board''

the board of Directors;

''close associate(s)''

has the meaning ascribed to it under the Listing Rules;

''Company''

Strong Petrochemical Holdings Limited, a company

incorporated in the Cayman Islands with limited liability,

the securities of which are listed on the main board of the

Exchange;

''Director(s)''

the director(s) of the Company;

''Exchange''

The Stock Exchange of Hong Kong Limited;

''General Mandates''

the Issuance Mandate and the Repurchase Mandate;

''Group''

the Company and its subsidiaries;

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong;

''Hong Kong''

the Hong Kong Special Administrative Region of the

People's Republic of China;

''Issuance Mandate''

a general and unconditional mandate proposed to be granted

to the Directors at the AGM to exercise the power of the

Company to allot, issue and otherwise deal with additional

Shares not exceeding 20% of the total number of the issued

shares of the Company as at the date of passing of the

relevant Ordinary Resolution to grant such mandate;

''Latest Practicable Date''

15 April 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

contained herein;

- 1 -

DEFINITIONS

''Listing Rules''

the Rules Governing the Listing of Securities on the

Exchange;

''Ordinary Resolution''

a resolution proposed and passed as such by a majority,

being more than 50%, of the total number of votes cast for

and against such resolution at a meeting, of persons

registered at the relevant time in the register of members as

Shareholders, duly convened and held in accordance with

the provisions of the memorandum and articles of

association of the Company;

''Repurchase Mandate''

a general and unconditional mandate proposed to be granted

to the Directors at the AGM to enable them to repurchase

Shares not exceeding 10% of the total number of the issued

shares of the Company as at the date of passing of the

relevant Ordinary Resolution to grant such mandate;

''SFO''

the Securities and Futures Ordinance, Chapter 571 of the

Laws of Hong Kong;

''Share(s)''

ordinary share(s) of par value HK$0.025 each in the share

capital of the Company;

''Shareholder(s)''

holder(s) of the Share(s);

''substantial shareholder(s)''

has the meaning ascribed to it under the Listing Rules;

''Takeovers Code''

The Codes on Takeovers and Mergers and Share Buy-backs;

and

''%''

per cent.

- 2 -

LETTER FROM THE BOARD

STRONG PETROCHEMICAL HOLDINGS LIMITED

海 峽 石 油 化 工 控 股 有 限 公 司*

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 852)

Executive Directors:

Registered office:

Mr. Wang Jian Sheng (Chairman)

Cricket Square

Mr. Yao Guoliang

Hutchins Drive

P.O. Box 2681

Independent Non-executive Directors:

Grand Cayman

Ms. Cheung Siu Wan

KY1-1111

Dr. Chan Yee Kwong

Cayman Islands

Mr. Deng Heng

Principal office:

Room 1604, 16th Floor

Far East Finance Centre

16 Harcourt Road

Admiralty, Hong Kong

26 April 2021

Dear Shareholders,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

    1. RE-ELECTIONOF DIRECTORS AND
  1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the AGM, among other things, (i) the grant and extension of the Issuance Mandate; (ii) the grant of the Repurchase Mandate; and (iii) the re-election of the Directors.

GENERAL MANDATE TO ISSUE SHARES

An Ordinary Resolution was passed at the annual general meeting of the Company held on 28 May 2020 whereby a general mandate was given to the Directors to issue Shares and such general mandate to issue Shares was extended by adding to it the number of Shares repurchased under the general mandate to repurchase Shares granted to the Directors on 28 May 2020.

  • For identification purpose only

- 3 -

LETTER FROM THE BOARD

The issuance mandate will lapse at the conclusion of the forthcoming AGM. Resolution

  1. of the notice of the AGM will be proposed at the AGM to grant to the Directors the Issuance Mandate i.e. allot, issue and otherwise deal with additional Shares not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the relevant Ordinary Resolution in order to ensure flexibility and discretion to the Directors to issue any Shares. In addition, an Ordinary Resolution set out in Resolution (6) of the notice of the AGM will be proposed to extend the Issuance Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,123,364,090 Shares. Subject to the passing of the relevant Ordinary Resolution at the AGM, the Company will be allowed under the Issuance Mandate to issue, allot and deal with a maximum of 424,672,818 Shares on the basis that no further Shares will be issued or repurchased between the Latest Practicable Date and the date of AGM.

GENERAL MANDATE TO REPURCHASE SHARES

An Ordinary Resolution was passed by the Shareholders at the annual general meeting of the Company held on 28 May 2020 whereby a general mandate was given to the Directors to repurchase Shares.

The repurchase mandate will lapse at the conclusion of the forthcoming AGM. Resolution

  1. of the notice of the AGM will be proposed at the AGM to grant to the Directors the Repurchase Mandate i.e. repurchase Shares not exceeding 10% of the total number of the issued shares of the Company as at the date of passing the relevant Ordinary Resolution.

In accordance with the Listing Rules, an explanatory statement to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to approve the Repurchase Mandate at the AGM is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board currently comprises of five Directors, of which Mr. Wang Jian Sheng and Mr. Yao Guoliang are executive Directors, Ms. Cheung Siu Wan, Dr. Chan Yee Kwong and Mr. Deng Heng are independent non-executive Directors.

Pursuant to Article 87 of the Articles of Association, Mr. Yao Guoliang and Mr. Deng Heng should retire at the forthcoming AGM and, being eligible, offer themselves for reelection at the AGM.

At the forthcoming AGM, Ordinary Resolutions will be put forward to the Shareholders in relation to the proposed re-election of Mr. Yao Guoliang and Mr. Deng Heng as Directors. Biographical details of the retiring Directors who are subject to re-election at the AGM are set out in Appendix II to this circular.

- 4 -

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 13 to 16 of this circular to consider the resolutions relating to, inter alia, the Issuance Mandate, the Repurchase Mandate, the extension of the Issuance Mandate and the re-election of the Directors.

ACTIONS TO BE TAKEN

A notice convening the AGM is set out on pages 13 to 16 of this circular. A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the designated website of the Exchange (www.hkexnews.hk) and the website of the Company (www.strongpetrochem.com). Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the branch share registrar in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish and in such event, the proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to a procedural or administrative matter to be voted by a show of hands. Therefore, the chairman of the AGM will demand a poll for each and every resolution put forward at the AGM. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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 material facts not contained in this circular, the omission of which would make any statement in this circular misleading.

RECOMMENDATION

The Board believes that the resolutions set out in the notice of AGM, including the granting of the Issuance Mandate and the Repurchase Mandate, the extension of the Issuance Mandate and the proposed re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.

- 5 -

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in Appendices I and II to this circular and the notice of AGM.

Yours faithfully,

By order of the Board

Strong Petrochemical Holdings Limited

Wang Jian Sheng

Chairman

- 6 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement as required under Rule 10.06(1)(b) of the Listing Rules, to provide requisite information to the Shareholders for their consideration of the proposed Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued and fully-paid up share capital of the Company comprised of 2,123,364,090 Shares. Subject to the passing of the Ordinary Resolution set out in the notice of the AGM and on the basis that no further Share is issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 212,336,409 Shares, representing 10% of the total number of the issued shares of the Company as at the date of passing of the relevant resolution at the AGM.

2. REASON FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or its earnings per Share and will only be made when the Board believes that such repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum and articles of association of the Company (the ''M&A''), the applicable laws of the Cayman Islands and the Listing Rules. Pursuant to the Repurchase Mandate, repurchases will be made out of internal funds legally permitted to be utilised in this connection, including profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the ''Companies Law''), out of capital of the Company and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of Association and subject to the Companies Law, out of capital of the Company. The Company may not repurchase securities on the Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Exchange from time to time.

Taking into account the current working capital position of the Group, the Board considers that there might be a material adverse effect on the working capital or gearing position of the Group, as compared with the position disclosed in the annual report of the Company for the year ended 31 December 2020, in the event that the Repurchase Mandate is exercised in full at any time. However, the Board does not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which, in the opinion of the Board, are from time to time appropriate for the Company.

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

Price per Share

Highest

Lowest

HK$

HK$

2020

April

0.52

0.385

May

0.50

0.395

June

0.44

0.36

July

0.405

0.355

August

0.405

0.355

September

0.40

0.355

October

0.405

0.36

November

0.46

0.32

December

0.395

0.32

2021

January

0.435

0.34

February

0.395

0.345

March

0.40

0.34

April, up to Latest Practicable Date

0.365

0.325

5. GENERAL

The Directors have undertaken to the Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the M&A and the Companies Law.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention, if the Repurchase Mandate is approved by the Shareholders at the AGM, to sell any Shares to the Company or its subsidiaries.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

6. TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. Save as aforesaid, the Board is not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Repurchase Mandate.

As at the Latest Practicable Date, according to the register of interests in Shares and short positions maintained by the Company pursuant to Section 336 of the SFO, the names of the substantial shareholders of the Company and their respective percentage of shareholding held before and after the exercise of the Repurchase Mandate are as follows:

Name of

Before

After

substantial shareholder

Nature of interest

repurchase

repurchase

Forever Winner International Ltd.

Beneficial owner (Note 1)

49.06%

54.51%

(''Forever Winner'')

Mr. Wang Jian Sheng

Interest of a controlled

49.06%

54.51%

(''Mr. Wang'')

corporation (Note 1)

Interest of concert parties

5.89%

6.54%

(Note 2)

Mr. Yao Guoliang (''Mr. Yao'')

Beneficial owner

5.89%

6.54%

Interest of a controlled

49.06%

54.51%

corporation (Note 1)

Hongkong Hengyuan Investment

Beneficial owner (Note 3)

16.65%

18.50%

Limited (''Hengyuan'')

Mr. Chang Liang (''Mr. Chang'')

Interest of a controlled

16.65%

18.50%

corporation

Notes:

  1. Each of Sino Century Holdings Limited and Jin Yao Holdings Ltd. holds 50% of the entire issued share capital of Forever Winner. Mr. Wang holds the entire issued share capital of Sino Century Holdings Limited. Mr. Yao holds the entire issued share capital of Jin Yao Holdings Ltd..
  2. Since Mr. Wang and Mr. Yao jointly control Forever Winner which in turn holds 49.06% in the issued share capital of the Company, Mr. Wang and Mr. Yao are deemed as parties acting in concert. Therefore, as Mr. Yao currently beneficially owns approximately 5.89% equity interest in the Company, Mr. Wang shall be deemed to hold the same equity interest in the Company.
  3. Mr. Chang holds the entire issued share capital of Hengyuan.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

On the basis that there were 2,123,364,090 Shares in issue as at the Latest Practicable Date and assuming that no Share is issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the respective shareholdings of Forever Winner, Mr. Wang, Mr. Yao, Hengyuan and Mr. Chang would increase to approximately 54.51%, 61.05%, 61.05%, 18.50% and 18.50% in the issued share capital of the Company if the Repurchase Mandate were exercised in full. Such increase would give rise to an obligation to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code or result in the aggregate amount of the share capital of the Company in public hands being reduced to less than 25%. However, the Company has no intention to exercise the Repurchase Mandate in full.

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 10 -

APPENDIX II

BIOGRAPHICAL DETAILS OF THE DIRECTORS

SUBJECT TO RE-ELECTION

The following Directors are proposed to be re-elected at the AGM:

Mr. YAO Guoliang (''Mr. Yao''), aged 55, is an executive Director and the chief executive officer of the Company since 1 February 2008. In November 1999, Mr. Yao founded our Group, and has been a director of our Group since then. He graduated from University of International Business and Economics with a bachelor degree in economics. He has more than 30 years of experience in handling crude oil trading and associated hedging activities. Leveraging on his extensive experience in the oil industry, Mr. Yao is responsible for formulating our corporate and business strategies, business development and management, trade solicitation as well as hedging implementation. In the past three years and as at the Latest Practicable Date, Mr. Yao has not served as a director of any other listed public companies in Hong Kong or overseas.

Mr. Yao entered into a service contract with the Company for a term of three years which has continued thereafter until terminated by either party giving not less than three months' prior written notice. Mr. Yao unconditionally and irrevocably waived his remuneration stated in his director service agreement to HK$1. The amendment was considered and passed at the meeting of remuneration committee of the Company and had been effected from 28 November 2008. Mr. Yao is subject to retirement by rotation and re-election in accordance with the provisions of the Articles of Association.

As at the Latest Practicable Date, Mr. Yao is a director and controlling shareholder of Forever Winner and has corporate interests in 1,041,746,000 Shares, representing 49.06% of the Shares of the Company within the meaning of Part XV of the SFO through its interest in Jin Yao Holdings Limited. Mr. Yao currently beneficially owns 124,984,000 Shares, representing 5.89% of the Shares of the Company. Save as aforesaid, Mr. Yao does not have any relationships with the Directors, senior management or substantial or controlling shareholders of the Company. Save as disclosed above, there is no other information relating to Mr. Yao that is required to be disclosed pursuant to the requirement of Rule 13.51(2) of the Listing Rules, nor other matters that need to be brought to the attention of the Shareholders of the Company.

Mr. DENG Heng (''Mr. Deng''), aged 51, is an INED since 1 January 2018. Mr. Deng has been a member of the audit committee, the remuneration committee and the nomination committee since 1 January 2018. Mr. Deng graduated from China Agricultural University with a Bachelor of Science in 1992 and Beijing Jiaotong University with a Master of Business Administration. He currently serves as the Overseas Committee Member of All-China Federation of Returned Overseas Chinese and the Secretary General of Cross-Strait China Culture Communication Foundation. Mr. Deng has extensive experience in corporate management and social activities. He had worked at COFCO Corporation (''COFCO'') from 1996 to 2008, including serving as the Managing Director of a member company within COFCO in London for more than 7 years. In the past three years and as at the Latest Practicable Date, Mr. Deng has not served as a director of any other listed public companies in Hong Kong or overseas.

- 11 -

APPENDIX II

BIOGRAPHICAL DETAILS OF THE DIRECTORS

SUBJECT TO RE-ELECTION

Mr. Deng entered into a service contract with the Company for a term of one year which has continued thereafter until terminated by either party giving not less than one month's prior written notice. Mr. Deng's remuneration is governed by the Articles of Association and he is currently entitled to an annual emolument of HK$150,000 which is determined by the Board based on the recommendation from the remuneration committee of the Company with reference to her qualification, duties and responsibilities with the Company, the Company's performance and the prevailing market conditions. Mr. Deng is subject to retirement and re-election in accordance with the provision of the Articles of Association.

Save as disclosed herein, Mr. Deng does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company and he did not receive any other remuneration from the Company.

As at the Latest Practicable Date, Mr. Deng did not have any interests in Shares within the meaning of Part XV of the SFO. There is no information relating to Mr. Deng that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor other matters that need to be brought to the attention of the Shareholders.

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

STRONG PETROCHEMICAL HOLDINGS LIMITED

海 峽 石 油 化 工 控 股 有 限 公 司*

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 852)

NOTICE IS HEREBY GIVEN that the annual general meeting of Strong Petrochemical Holdings Limited (the ''Company'') will be held at Room 1604, 16th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong at 10:30 a.m. on Thursday, 27 May 2021 for the following purposes:

    1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditor of the Company for the year ended 31 December 2020;
    2. (a) To re-elect Mr. Yao Guoliang as an executive director of the Company;
      1. To re-elect Mr. Deng Heng as an independent non-executive director of the Company; and
      2. To authorise the board of directors (the ''Board'') of the Company to fix the directors' remuneration;
    3. To re-appoint BDO Limited as auditor of the Company and authorise the Board to fix the remuneration of the auditor;
    4. To consider as special business and, if thought fit, pass the following resolution as an ordinary resolution:
      ''THAT:
      1. subject to paragraph (c), and pursuant to the Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Exchange''), the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
  • For identification purpose only

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the approval in paragraph (a) shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);
  2. the total number of the shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed the aggregate of (aa) 20% of the total nominal value of the share capital of the Company in issue at the date of the passing of this resolution and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of shares of the Company in issue on the date of the passing of this resolution) and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
  3. for the purpose of this resolution,
    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
    3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

''Rights Issue'' means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer)

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NOTICE OF ANNUAL GENERAL MEETING

on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).''

5. To consider as special business and, if thought fit, pass the following resolution as an ordinary resolution:

''THAT:

  1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on the Exchange or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
  2. the total number of the shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of the shares of the Company in issue at the date of the passing of this resolution, and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and
  3. for the purposes of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company; or
    2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
    3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution.''

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider as special business and, if thought fit, pass the following resolution as an ordinary resolution:

''THAT conditional upon the passing of Resolutions (4) and (5) above, the general mandate granted to the Directors to allot, issue and deal with any unissued shares pursuant to Resolution (4) above be and is hereby extended by the addition to the total number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the total number of the shares of the Company repurchased by the Company under the authority granted pursuant to Resolution (5) above, provided that such extended amount shall not exceed 10% of the total number of the shares of the Company in issue at the date of the passing of this resolution.''

By order of the Board

Strong Petrochemical Holdings Limited

Wang Jian Sheng

Chairman

Hong Kong, 26 April 2021

Notes:

  1. Any member entitled to attend and vote at the annual general meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy needs not be a member of the Company.
  2. In order to be valid, the completed proxy form together with any power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof.
  3. The register of members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the annual general meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 21 May 2021.
  4. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the annual general meeting.
  5. With regard to Resolution (2) in this notice, the biographical details of the retiring Directors who are subject to re-election at the annual general meeting are set out in Appendix II to this circular.
  6. As at the date of this notice, executive Directors are Mr. Wang Jian Sheng and Mr. Yao Guoliang, and the independent non-executive Directors are Ms. Cheung Siu Wan, Dr. Chan Yee Kwong and Mr. Deng Heng.
  7. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.
  8. If Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning is in effect any time after 8:00 a.m. on the date of the above annual general meeting, the annual general meeting will be postponed. Members may visit the website of the Company at www.strongpetrochem.com for details of the postponement and alternative meeting arrangement.

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Strong Petrochemical Holdings Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 09:31:02 UTC.