DEFINITIONS. In this document, unless the context otherwise requires, the following expressions have the following meanings:

Transcription

1 In this document, unless the context otherwise requires, the following expressions have the following meanings: AFIA International AFIA Xiwang International AFIA International Company, a company incorporated in The Kingdom of Saudi Arabia, an independent third party AFIA Xiwang International Limited ( ), a company established in Hong Kong with limited liability on 11 July 2006 and a former shareholder of Xiwang Metal. The Company was deregistered on 11 February 2011 Articles of Association or Articles the articles of association of our Company, adopted on 30 January 2012, and as amended from time to time, a summary of which is set out in Appendix V to this document BFTECB Binzhou Electricity Supply Company Board or Board of Directors BSE BSW Business Day Capital Increase Binzhou Foreign Trade and Economic Cooperation Bureau ( ), a local governmental entity which has been integrated into Binzhou Municipal Bureau of Commerce ( ) since August 2010 Shandong Electricity Group Binzhou Electricity Supply Company ( ), a local state-owned power company the board of Directors Badische Stahl Engineering GmbH, based in Kehl, Germany, an engineering and consulting group that supplies technical equipment and engineering services to steel and rolling mills across the world. It is affiliated to Badische Stahlwerke GmbH Badische Stahlwerke GmbH, based in Kehl, Germany a day on which banks in Hong Kong are generally open for business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong the increase in registered capital of Xiwang Metal from US$8 million to US$10 million, which increase was contributed by AFIA Xiwang International as to US$830,000 and by Xiwang Investment as to US$1,170,000 after the Xiwang Metal Transfer 19

2 China or PRC China Recycling CISA Companies Ordinance Company and our Company Connected Persons Controlling Shareholders CPA CRU CSRC Director(s) EIT Law FCCA the People s Republic of China excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan China Recycling Development Co., Ltd. ( ), a steel scrap recycling company in China and an independent third party China Iron and Steel Association the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), as amended and supplemented or otherwise modified from time to time Xiwang Special Steel Company Limited ( ), a company incorporated in Hong Kong with limited liability on 6 August 2007 and formerly known as Ocean Prosper International Limited ( ) has the meaning ascribed thereto under Xiwang Investment, Xiwang Holdings, Mr. Yong Wang and the Individual Investors associate member of the Hong Kong Institute of Certified Public Accountants CRU Strategies Limited, a specialised London-based market research provider and an independent third party China Securities Regulatory Commission ( ), a regulatory body responsible for the supervision and regulation of the PRC securities markets the director(s) of our Company as of the date of this document the PRC Enterprise Income Tax Law promulgated on 16 March 2007 which became effective on 1 January 2008 fellow member of the Association of Chartered Certified Accountants GDP gross domestic product 20

3 Group, our Group, we, our and us HK$ on HK dollars and cents our Company and its subsidiaries or, where the context so requires in respect of the period before our Company became the holding company of our present subsidiaries, the present subsidiaries of our Company and the businesses carried on by such subsidiaries or (as the case may be) their predecessors Hong Kong dollars and cents respectively, the lawful currency of Hong Kong HKFRSs HKIAC The Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants Hong Kong International Arbitration Centre Hong Kong or HK the Hong Kong Special Administrative Region of the PRC Indemnifiers Individual Investors each Controlling Shareholder the following 25 individuals: Hengfang Liu ( ), Lijiang Ning ( ), Minghe Wang ( ), Gang Wang ( ), Dong Wang ( ), Liang Wang ( ), Jianxin Wang ( ), Fangming Wang ( ), Tao Wang ( ) (not the same individual as our Director Mr. Tao Wang), Chuanwu Wang ( ),WeiLi( ), Jiqiang Liu ( ), Chenglong Wang ( ), Huiyi Wang ( ), Chengjun Wang ( ), Benfang Han ( ), Chuanyu Wang ( ), Xiaoquang He ( ), Mingshi Wang ( ), Yingchun Zhai ( ), Yan Wang ( ), Chenglin Wang ( ), Zhong Han ( ), Di Wang ( ) and Xinhu Sun ( ) Latest Practicable Date 2012, being the latest practicable date prior to the printing of this document for the purpose of ascertaining certain information contained in this document Memorandum and Articles or Memorandum and the Articles MIIT the memorandum of association and articles of association of our Company Ministry of Industry and Information Technology of the PRC 21

4 NPC the National People s Congress ( ) of the PRC PBOC PRC Company Law PRC GAAP PRC Securities Law Premises the People s Bank of China ( ), the central bank of the PRC The Company Law of the PRC ( ), enacted by the Standing Committee of the NPC on 29 December 1993, which became effective on 1 July 1994, as amended, supplemented or otherwise modified from time to time. The latest revision was approved on 27 October 2005 and came into effect on 1 January 2006 the PRC Accounting Standards and Accounting Regulations for Business Enterprises and its supplementary regulations the Securities Law of the PRC ( ), enacted by the Standing Committee of the NPC on 29 December 1998 and which became effective on 1 July 1999, as amended and supplemented or otherwise modified from time to time. The latest revision was approved on 27 October 2005 and came into effect on 1 January 2006 the four parcels of land we are leasing from Xiwang Group at Handian Town, Zouping County, Shandong Province Repurchase Mandate RMB or Renminbi a general unconditional mandate to our Directors authorising them to exercise all the powers for and on behalf of our Company to repurchase our Shares pursuant to the written resolutions passed by our Shareholder on 30 January 2012 Renminbi, the lawful currency of the PRC SAFE the State Administration of Foreign Exchange of the PRC ( ), the PRC governmental agency responsible for matters relating to foreign exchange administrations Shandong Xiwang Investment Shandong Xiwang Investment Company Limited ( ), a company established in the PRC with limited liability on 21 November 2003, which canceled its registration on 15 September 2010 and was a former shareholder of Xiwang Steel 22

5 Shandong Xiwang Special Steel Shandong Xiwang Starch Co., Ltd. Shareholder(s) Shares Shandong Xiwang Special Steel Company Limited ( ), a company established in the PRC with limited liability on 29 December 2007 and a subsidiary of the Company Shandong Xiwang Starch Co., Ltd. ( ), a company established in the PRC with limited liability and an independent third party to the Company holder(s) of the Share(s) ordinary shares with a nominal value of HK$0.10 each in the capital of our Company Shengtang Metal Zouping Shengtang Metal Material Trading Company Limited ( ), a company established in the PRC with limited liability on 14 August 2008, which changed its name into Zouping Tiandong Trading Company Limited ( ) on 15 April 2011 and is an independent third party Shenzhen Stock Exchange SOE the Shenzhen Stock Exchange ( ) the state-owned enterprise, which represents a legal entity established or invested by a government to undertake commercial activities on behalf of an owner government State, state, or PRC government the central government of the PRC, including all governmental subdivisions (including provincial, municipal and other regional or local government entities) and instrumentalities thereof, or where the context requires, any of them subsidiary(ies) Track Record Period has the meaning ascribed to it in section 2 of the Companies Ordinance three years ended 31 December 2010 and the nine months ended 30 September 2011 United States or U.S. US$ or U.S. dollars the United States of America United States dollars, the lawful currency of the United States 23

6 Xiwang Biochem Shandong Xiwang Bio-Chem Technology Company Limited ( ), a company established in the PRC with limited liability on 14 December 2005 and a subsidiary of Xiwang Investment Xiwang Cereal & Oil Xiwang Food Xiwang Foodstuffs Xiwang Group Xiwang Holdings Xiwang Hong Kong Xiwang Import & Export Xiwang Investment Xiwang Cereal & Oil (Beijing) Company Limited ( ), a company established in the PRC with limited liability on 12 November 2010 and a subsidiary of Xiwang Group Shandong Xiwang Food Company Limited ( ), a company established in the PRC with limited liability on 12 April 2007 and a wholly owned subsidiary of Xiwang Foodstuffs and a subsidiary of Xiwang Group Xiwang Foodstuffs Co., Ltd ( ), a company established in the PRC with limited liability on 31 January 2011 whose Shares are listed on the Main Board of the Shenzhen Stock Exchange (stock code: 639) and owned as to approximately 52.1% by Xiwang Group Xiwang Group Company Limited ( ), a company established in the PRC with limited liability on 24 April 2001 held as at the Latest Practicable Date as to 64.36% by Mr. Yong Wang and as to 35.64% by the Individual Investors and formerly the ultimate parent of the Company Xiwang Holdings Limited ( ), a company incorporated in the British Virgin Islands with limited liability on 9 February 2004 which was held as at the Latest Practicable Date as to 64.4% by Mr. Yong Wang and as to 35.6% by the Individual Investors, and was the sole shareholder of Xiwang Investment Xiwang Hong Kong Company Limited ( ), a company incorporated in Hong Kong with limited liability on 1 April 2006 and a wholly owned subsidiary of Xiwang Group Shandong Xiwang Import & Export Trading Co., Ltd. ( ), a company established under the laws of the PRC on 21 November 2003 with limited liability and wholly owned by Xiwang Group as at the Latest Practicable Date. Xiwang Import & Export is a Connected Person Xiwang Investment Company Limited, a company established in the British Virgin Islands with limited liability on 27 January 2005, a wholly owned subsidiary of Xiwang Holdings and a shareholder of the Company 24

7 Xiwang Metal Xiwang Metal Transfer Xiwang Properties Xiwang Recycling Resources Xiwang Savola Xiwang Steel Xiwang Steel Acquisition Xiwang Steel Structure Xiwang Sugar Xiwang Sugar (Beijing) Company Shandong Xiwang Metal Material Company Limited ( ), a company established in the PRC under the former name Shandong Xiwang Savola Oils and Fats Company Limited ( ) with limited liability on 20 April 2004 and a wholly owned subsidiary of the Company the transfer by each of the XM Investor of their respective equity interest in Xiwang Metal to AFIA Xiwang International in 2006 Shandong Xiwang Properties Company Limited ( ), a company established in the PRC with limited liability on 16 October 2002 and an independent third party Shandong Xiwang Recycling Resources Company Limited ( ), a company established in the PRC with limited liability on 7 May 2009 and a wholly owned subsidiary of Shandong Xiwang Special Steel Shandong Xiwang Savola Oils and Fats Company Limited ( ), a company established as a sino-foreign joint venture in the PRC on 20 April 2004 which was later known as Xiwang Metal and a wholly owned subsidiary of the Company Shandong Xiwang Steel Company Limited ( ), a company established in the PRC with limited liability on 31 December 2003 and a wholly owned subsidiary of Xiwang Metal the transfer by Shandong Xiwang Investment, Mr. Yong Wang and the XS Investors of their respective equity interest in Xiwang Steel to Xiwang Metal in 2006 Shandong Xiwang Steel Structure Company Limited ( ), a company established in the PRC with limited liability on 21 May 2003, an independent third party Xiwang Sugar Holdings Company Limited ( ), a company established in Bermuda with limited liability on 21 February 2005 whose shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 2088) Xiwang Sugar (Beijing) Company Limited ( ), a company established in the PRC with limited liability on 20 August 2010 and a subsidiary of Xiwang Investment 25

8 XM Investors XS Investors collectively, Shandong Xiwang Investment (which was wholly owned by Xiwang Group), Savola Edible Oil Company ( ), Sumitomo Corporation ( ) and Sumitomo Corporation (China) Holding Ltd. ( ) the eight individuals who hold the balance of the equity interest in Xiwang Steel not held by Shandong Xiwang Investment and Mr. Yong Wang, each holding 3% equity interest in Xiwang Steel prior to the Xiwang Steel Acquisition The English names of the PRC nationals, enterprises, entities, departments, facilities, certificates, titles and the like are translations of their Chinese names and are included for identification purpose only. In the event of any inconsistency between the Chinese names and their English translations, the Chinese names shall prevail. 26