CHINA SANJIANG FINE CHEMICALS COMPANY LIMITED 中 國 三 江 精 細 化 工 有 限 公 司

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about any aspect of this Circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your Shares, you should at once hand this Circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. This Circular is addressed to the Shareholders in connection with the EGM to be held at 10: 00 a.m. on 6 November Hong Kong Exchanges 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. CHINA SANJIANG FINE CHEMICALS COMPANY LIMITED 中 國 三 江 精 細 化 工 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock code: 2198) CONTINUING CONNECTED TRANSACTIONS AND CONNECTED TRANSACTION AND NOTICE OF EGM Independent Financial Advisor to the Independent Board Committee and the Independent Shareholders Goldin Financial Limited Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed Definitions in this Circular. A letter from the Board is set out on pages 5 to 17 of this Circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders is set out on pages 18 to 19 of this Circular. A letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 20 to 44 of this Circular. A notice convening the EGM to be held at Room 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 10: 00 a.m. on 6 November 2015 is set out on pages EGM-1 to EGM-3 of this Circular. If you are not able to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof ifyousowish. 22 October 2015

2 CONTENTS Page DEFINITIONS... 1 LETTER FROM THE BOARD... 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE LETTER FROM THE INDEPENDENT FINANCIAL ADVISER APPENDIX GENERAL INFORMATION... I-1 NOTICE OF EGM... EGM-1 i

3 DEFINITIONS In this Circular, unless the context otherwise requires, the following expressions have the following meanings: Announcement associate(s) Board Business Day C-4 Purchase Agreement announcement of the Company dated 1 September 2015 in relation to each of the CCT Agreements and the Purchase Agreement and the transactions contemplated thereunder has the meaning ascribed to it under the Listing Rules the board of Directors any day on which the Stock Exchange is open for the business of dealing in securities the C-4 purchase agreement entered into between Mei Fu Petrochemical and Xing Xing dated 1 September 2015 CCT Agreements collectively, the Ethylene Supply Agreement, the Nitrogen Supply Agreement and the C-4 Purchase Agreement Circular Company connected person(s) Director(s) the circular of the Company dated 22 October 2015 in relation to, among other matters, the CCT Agreements and the Purchase Agreement China Sanjiang Fine Chemicals Company Limited ( 中 國 三 江 精 細 化 工 有 限 公 司 ), a company incorporated in the Cayman Islands and the Shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed to it under the Listing Rules director(s) of the Company EGM an extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving and ratifying each of the CCT Agreements and the Purchase Agreement and the transactions contemplated thereunder by the Independent Shareholders Ethylene Supply Agreement Group Hong Kong the ethylene supply agreement entered into between Sanjiang Chemical and Sanjiang New Material, collectively as purchasers, and Xing Xing, as vendor, dated 1 September 2015 collectively, the Company and its subsidiaries from time to time the Hong Kong Special Administrative Region of the PRC 1

4 DEFINITIONS Independent Board Committee Independent Financial Adviser Independent Shareholders Independent Third Party Jiahua Jiahua Energy Chemical Co Latest Practicable Date Listing Rules Mei Fu Petrochemical an independent board committee of the Board comprising all the independent non-executive Directors, who have no material interest in each the CCT Agreements and the Purchase Agreement; namely, Mr. Shen Kaijun, Mr. Mui Ho Cheung Gary and Ms. Pei Yu Goldin Financial Limited, the independent financial adviser appointed by the Independent Board Committee to advise the Independent Board Committee and the Shareholders in relation to, among others, the CCT Agreements and the Purchase Agreement and the transactions contemplated thereunder Shareholders who are not involved or interested in each of the CCT Agreements and the Purchase Agreement a party that is independent of and not connected with (within the meaning of the Listing Rules) any Directors, chief executive, substantial shareholders of our Company, its subsidiaries or any of their respective associates 浙 江 嘉 化 集 團 股 份 有 限 公 司 (Zhejiang Jiahua Group Co., Ltd.*), a joint stock company established in the PRC with limited liability on 15 March 2000 which is ultimately controlled by Mr. Guan and Ms. Han 浙 江 嘉 化 能 源 化 工 股 份 有 限 公 司 (Zhejiang Jiahua Energy Chemical Co., Ltd.*) (formerly known as 浙 江 嘉 化 工 業 園 投 資 發 展 有 限 公 司 (Zhejiang Jiahua Industrial Park Investment and Development Co., Ltd.*)), a company established in the PRC with limited liability on 20 January 2001 and a non-wholly owned subsidiary of Jiahua 19 October 2015, being the latest practicable date prior to the printing of this Circular for ascertaining certain information contained herein the Rules Governing the Listing of Securities on the Stock Exchange 浙 江 美 福 石 油 化 工 有 限 責 任 公 司 (Zhejiang Mei Fu Petrochemical Co., Ltd*), a company established in the PRC with limited liability on 9 December 2003, and an indirect non wholly-owned subsidiary of the Company, which is indirectly owned as to approximately 51% by the Company and approximately 49% by an Independent Third Party 2

5 DEFINITIONS Mr. Guan Ms. Han Nitrogen Supply Agreement Nm 3 PRC Mr. Guan Jianzhong, an executive Director Ms. Han Jianhong, an executive Director the nitrogen supply agreement entered into between Sanjiang Chemical and Xing Xing dated 1 September 2015 normal cubic meter the People s Republic of China, which for the purpose of this Circular, excludes Hong Kong Special Administrative Region of the PRC and Macau Special Administrative Region of the PRC and Taiwan Purchase Agreement the purchase agreement entered into between Mei Fu Petrochemical and Xing Xing dated 1 September 2015 RMB Sanjiang Chemical Sanjiang New Material SFO Share(s) Shareholders Stock Exchange subsidiary(ies) US$ Renminbi, the lawful currency of the PRC 三 江 化 工 有 限 公 司 (Sanjiang Chemical Co. Ltd.*), a company established in the PRC with limited liability on 9 December 2003, which is an indirect wholly-owned subsidiary of the Company 浙 江 三 江 化 工 新 材 料 有 限 公 司 (Zhejiang Sanjiang New Material Co., Ltd.*), a company established in the PRC with limited liability on 23 December 2011, which is an indirect wholly-owned subsidiary of the Company the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ordinary share(s) of HK$0.10 in the capital of the Company shareholders of the Company The Stock Exchange of Hong Kong Limited has the meaning ascribed to it in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) US dollars, the lawful currency of the United States of America 3

6 DEFINITIONS Xing Xing 浙 江 興 興 新 能 源 科 技 有 限 公 司 (Zhejiang Xing Xing New Energy Technology Co., Ltd.*), a company established in the PRC with limited liability on 19 January 2011 and a non-wholly owned subsidiary of the Company, which is indirectly owned as to 75% by the Company, 12% by Jiahua Energy Chemical Co. and 13% by Independent Third Parties % per cent. * In this Circular, the English names of the PRC entities are translation of their Chinese names and included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail. 4

7 LETTER FROM THE BOARD CHINA SANJIANG FINE CHEMICALS COMPANY LIMITED 中 國 三 江 精 細 化 工 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock code: 2198) Executive Directors: Mr. Guan Jianzhong (Chairman) Ms. Han Jianhong Mr. Niu Yingshan Mr. Han Jianping Independent non-executive Directors: Mr. Shen Kaijun Mr. Mui Ho Cheung, Gary Ms. Pei Yu Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KY Cayman Islands Principal place of business in Hong Kong: Room , Infinitus Plaza 199 Des Voeux Road Central Sheung Wan, Hong Kong To the Shareholders Dear Sir or Madam, INTRODUCTION 22 October 2015 CONTINUING CONNECTED TRANSACTIONS AND CONNECTED TRANSACTION Reference is made to the announcement of the Company dated 2 September 2015 in relation to, among other matters, the transactions contemplated under each of the CCT Agreements and the Purchase Agreement. The purpose of this Circular is to provide you with, among other matters, (i) further information on each of the CCT Agreements and the Purchase Agreement and the transactions contemplated thereunder; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the EGM and the form of proxy. 5

8 LETTER FROM THE BOARD CONTINUING CONNECTED TRANSACTIONS The Directors announce that, on 1 September 2015, (i) Sanjiang Chemical and Sanjiang New Material, collectively as purchasers, and Xing Xing, as vendor, entered into the Ethylene Supply Agreement pursuant to which Xing Xing has agreed to supply ethylene to Sanjiang Chemical and/or Sanjiang New Material; (ii) Sanjiang Chemical and Xing Xing entered into the Nitrogen Supply Agreement pursuant to which Sanjiang Chemical has agreed to supply nitrogen to Xing Xing; and (iii) Mei Fu Petrochemical and Xing Xing entered into the C-4 Purchase Agreement pursuant to which Mei Fu Petrochemical has agreed to purchase C-4 from Xing Xing. The principal terms of each of the CCT Agreements are set out below. A. THE ETHYLENE SUPPLY AGREEMENT Date: 1 September 2015 Parties: (1) Xing Xing, an indirect non wholly-owned subsidiary of the Company and a connected subsidiary (as defined under the Listing Rules); Subject matter (2) Sanjiang Chemical, a wholly-owned subsidiary of the Company; and (3) Sanjiang New Material, a wholly-owned subsidiary of the Company. Xing Xing has agreed to supply ethylene of no more than the following quantity in the respective period to Sanjiang Chemical and/or Sanjiang New Material on an ongoing basis: Tonnes per year Between 1 October 2015 and 30 September ,000 Between 1 October 2016 and 30 September ,000 Between 1 October 2017 and 30 September ,000 Other principal terms of the Ethylene Supply Agreement The Ethylene Supply Agreement shall become effective on 1 October 2015 and has an initial term ending on 30 September 2018 which may be renewable upon further agreement by the parties (subject to compliance with the Listing Rules). As the effective date of the Ethylene Supply Agreement is before the date of the EGM, the aggregate consideration to be incurred in respect of the purchase of ethylene pursuant to the Ethylene Supply Agreement shall not result in the relevant applicable percentage ratios (other than the profits ratio) exceeding 5% until the Independent Shareholders approval is obtained. 6

9 LETTER FROM THE BOARD Pursuant to the Ethylene Supply Agreement, the purchase price shall be less US$10 per tonne of the average market price of ethylene as quoted by Independent Chemical Information Service, a global ethylene market information provider, between the 26th day of last month and the 25th day of that month. In order to ensure that the purchase price is no less favourable than the prevailing market price, before placing purchase orders of ethylene with Xing Xing, a staff of the procurement office of the Group would check the actual market price of ethylene as quoted by Independent Chemical Information Service and analyse the market information of ethylene given the market price of ethylene is transparent and easy to be accessed, followed by double checking by the finance department of the Group, and the unit purchase price for ethylene is agreed after arm s length negotiation with Xing Xing. Accordingly, the Board considers that the methods and procedures can ensure that the purchase of ethylene will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its Shareholders as a whole. Pursuant to the Ethylene Supply Agreement, the purchase price shall be payable by Sanjiang Chemical and/or Sanjiang New Material to Xing Xing within three days after the receipt of invoice for ethylene (such invoice shall be issued after the delivery of ethylene) by telegraphic transfer or through bank s acceptance bill. If the purchase price is not paid when due, the purchase price together with a daily interest rate of 0.1% thereof shall be payable by Sanjiang Chemical and/or Sanjiang New Material until the payment date. B. THE NITROGEN SUPPLY AGREEMENT Date: 1 September 2015 Parties: (1) Sanjiang Chemical, a wholly-owned subsidiary of the Company; and Subject matter (2) Xing Xing, an indirect non wholly-owned subsidiary of the Company and a connected subsidiary (as defined under the Listing Rules). Sanjiang Chemical has agreed to supply nitrogen of no more than the following quantity in the respective period to Xing Xing on an ongoing basis: Nm 3 per year Between 1 October 2015 and 30 September ,000,000 Between 1 October 2016 and 30 September ,000,000 Between 1 October 2017 and 30 September ,000,000 7

10 LETTER FROM THE BOARD Other principal terms of the Nitrogen Supply Agreement The Nitrogen Supply Agreement shall become effective on 1 October 2015 and has an initial term ending on 30 September 2018 which may be renewable upon further agreement by the parties (subject to compliance with the Listing Rules). As the effective date of the Nitrogen Supply Agreement is before the date of the EGM, the aggregated consideration to be incurred in respect of the supply of nitrogen pursuant to the Nitrogen Supply Agreement shall not result in the relevant applicable percentage ratios (other than the profits ratio) exceeding 5% until the Independent Shareholders approval is obtained. Pursuant to the Nitrogen Supply Agreement, the sale price shall be fixed at RMB0.28 per Nm 3 (VAT-exclusive price). In light of the Group s principal business in the downstream ethylene oxide market, nitrogen are produced as one of the by-products of the Group and only a certain amount is being sold by the Group to meet its independent customers needs from time to time historically. Due to the cost associated with and the potential substantial gas pressure loss during the transportation of nitrogen, the price of nitrogen is subject to geographical factor and it is of little relevance to take into account the sale price charged by nitrogen suppliers located outside the Zhapu area of Jiaxing City, the PRC, being the same area where both Sanjiang Chemical and Xing Xing locate. Hence, the sale price of RMB0.28 per Nm 3 (VAT-exclusive) was determined with reference to the current sale price for nitrogen sold to an independent third party ( Customer ), the only comparable to the Nitrogen Supply Agreement in terms of the delivery location of the Customer. Under the Nitrogen Supply Agreement, Sanjiang Chemical is responsible for installation and maintenance of the gas meter. Where either party to the Nitrogen Supply Agreement is in doubt as to the accuracy of the reading of the meter, either party may appoint a competent and independent party to check and verify the meter reading. In order to ensure that the sale price is no less favourable than the prevailing market price (i.e. sale price of nitrogen sold to independent customers with similar purchase volume of nitrogen), the Group has compared quotations from other independent nitrogen suppliers and historical sale price of nitrogen sold to independent customers, analysed such market information, and the unit sale price for nitrogen is agreed after arm s length negotiation with Xing Xing, taking into account the purchase volume of nitrogen, i.e. a discount of less than 10% to the VAT-exclusive sale price of nitrogen charged to the Customer has been given to Xing Xing in light of the average annual purchase volume of nitrogen from Xing Xing which is approximately seven times the expected annual purchase volume of nitrogen from the Customer in 2015 (based on the actual purchase volume for the first nine months in 2015). Accordingly, the Board considers that the methods and procedures can ensure that the sale of nitrogen will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its Shareholders as a whole. 8

11 LETTER FROM THE BOARD Pursuant to the Nitrogen Supply Agreement, Sanjiang Chemical shall issue an invoice in respect of the aggregated amount payable by Xing Xing for that month within five days of the 25th day of each month. Such amount shall then be payable by Xing Xing by transferring the amount payable to a bank account designated by Sanjiang Chemical before the 5th day of the next month. If the amount payable is not paid when due, the amount payable together with a daily interest rate of 0.1% thereof shall be payable by Xing Xing until the payment date. C. THE C-4 PURCHASE AGREEMENT Date: 1 September 2015 Parties: (1) Xing Xing, an indirect non wholly-owned subsidiary of the Company and a connected subsidiary (as defined under the Listing Rules); and Subject matter (2) Mei Fu Petrochemical, an indirect non wholly-owned subsidiary of the Company, which is indirectly owned as to approximately 51% by the Company and approximately 49% by an Independent Third Party. Mei Fu Petrochemical has agreed to purchase C-4 of no more than the following quantity in the respective period from Xing Xing on an ongoing basis: Tonnes per year Between 1 October 2015 and 30 September ,000 Between 1 October 2016 and 30 September ,000 Between 1 October 2017 and 30 September ,000 Other principal terms of the C-4 Purchase Agreement The C-4 Purchase Agreement shall become effective on 1 October 2015 and has an initial term ending on 30 September 2018 which may be renewable upon further agreement by the parties (subject to compliance with the Listing Rules). As the effective date of the C-4 Purchase Agreement is before the date of the EGM, the aggregated consideration to be incurred in respect of the purchase of C-4 pursuant to the C-4 Purchase Agreement shall not result in the relevant applicable percentage ratios (other than the profits ratio) exceeding 5% until the Independent Shareholders approval is obtained. Pursuant to the C-4 Purchase Agreement, the purchase price shall be the market price of C-4 as quoted on the website of SCI99.com, an online China commodity pricing platform, at the time of purchase. In order to ensure that the purchase price is no less favourable than the prevailing market price, a staff of the procurement office of the Group would check the actual market price as quoted on the website of SCI99.com 9

12 LETTER FROM THE BOARD and analyse the market information of C-4 given the market price of C-4 is transparent and easy to be accessed, followed by double checking by the finance department of the Group, and the unit purchase price for C-4 is agreed after arm s length negotiation with Xing Xing, taking into account the purchase volume of C-4. Accordingly, the Board considers that the methods and procedures can ensure that the purchase of C-4 will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its Shareholders as a whole. Pursuant to the C-4 Purchase Agreement, Xing Xing shall issue an invoice in respect of the amount payable by Mei Fu Petrochemical within five days of delivery of C-4 to Mei Fu Petrochemical. Such amount shall then be payable by Mei Fu Petrochemical by transferring the amount payable to a bank account designated by Xing Xing within 30 days of the receipt of C-4. If the amount payable is not paid when due, the amount payable together with a daily interest rate of 0.1% thereof shall be payable by Mei Fu Petrochemical until the payment date. ESTIMATED ANNUAL CAPS AND BASES OF THE ANNUAL CAPS The bases of the determination of the annual caps are as follows: A. The Ethylene Supply Agreement (1) the expected amount of purchases to be made by Sanjiang Chemical from Xing Xing for ethylene for the three years ending 30 September 2018 (with the estimated annual quantity of ethylene demanded by Sanjiang Chemical being estimated to be not more than approximately 360,000 tonnes); (2) the expected future requirement of the manufacturing business of the Group for the three years ending 30 September 2018; and (3) the estimated market prices of ethylene for the three years ending 30 September B. The Nitrogen Supply Agreement (1) the expected amount of purchases to be made by Xing Xing from Sanjiang Chemical for nitrogen for the three years ending 30 September 2018 (with the estimated annual quantity of nitrogen demanded by Xing Xing being estimated to be not more than approximately 264,000,000 Nm 3 ); and 10

13 LETTER FROM THE BOARD (2) the estimated market price of nitrogen for the three years ending 30 September C. The C-4 Purchase Agreement (1) the expected amount of purchases to be made by Mei Fu Petrochemical from Xing Xing for C-4 for the three years ending 30 September 2018 (with the estimated annual quantity of C-4 demanded by Mei Fu Petrochemical being estimated to be not more than approximately 31,000 tonnes); and (2) the estimated market price of C-4 for the three years ending 30 September The expected amount of purchases for ethylene is determined based on the following: (1) the expected amount of approximately 540,000 tonne of ethylene required by the Group per annum for the production of ethylene oxide ( EO ) and ethylene glycol ( EG ) after the ramp-up of the 5th phase of the EO/EG production facilities in July 2015; (2) an extra cost of 2% of import duty charged by the PRC custom was incurred for the Group historically since all of the ethylene required by the Group was imported from independent overseas suppliers (as the supply of ethylene in the PRC were controlled by state-owned companies which resulted in an unstable supply of ethylene), thus, the transactions contemplated under the Ethylene Supply Agreement would result in the reduction of cost of purchase for ethylene for the Group; and (3) the range of maximum output amount of ethylene of Xing Xing s methanol-toolefin-based production facility ( MTO Production Facility ) from approximately 300,000 tonnes to 360,000 tonnes per annum, depending on a number of factors, including but not limited to, the life cycle of catalyst and weather. The expected amount of sales of nitrogen is determined based on the following: (1) nitrogen are produced as one of the by-products of the Group during the course of its production of EO and EG and only a certain amount of nitrogen (approximately 50,000,000 Nm 3 per annum) has been sold by the Group to meet its independent customers needs from time to time historically. Based on the capacity of the Group s production facilities as at the Latest Practicable Date, the annual production capacity of nitrogen of the Group is approximately 300 million Nm 3. Given the nature of production of EO and EG with nitrogen as a byproduct, the Group has spare capacity of nitrogen and each additional amount of nitrogen that is sold will generate additional revenue and profit to the Group; and 11

14 LETTER FROM THE BOARD (2) the range of maximum input amount of nitrogen from approximately 220,000,000 Nm 3 to 264,000,000 Nm 3 per annum that is required by the MTO Production Facility for the production of EO and EG, depending on a number of factors, including but not limited to, the life cycle of catalyst and weather. The expected amount of purchases for C-4 is determined based on the following: (1) Mei Fu Petrochemical s requirement of approximately 50,000 tonnes of C-4 per annum for its production; and (2) the maximum output amount of C-4 of the MTO Production Facility of approximately 31,000 tonnes per annum. Based on the respective bases above, it is expected that the respective annual caps of each of the CCT Agreements for each of the three years ending 30 September 2018 will be as follows: Year ending 30 September RMB 000 RMB 000 RMB 000 The Ethylene Supply Agreement (Note) 3,283,900 2,736,600 2,736,600 The Nitrogen Supply Agreement (VAT-exclusive price) (Note) 74,500 65,200 65,200 The C-4 Purchase Agreement 119, , ,700 Note: During the initial stage of the useful life of catalyst (e.g. the year ending 30 September 2016), the MTO Production Facility would tend to produce a larger amount of ethylene and require larger amount of nitrogen, which is a common phenomenon for chemical sector. On the other hand, during the later stage of the useful life of catalyst (e.g. for the two years ending 30 September 2018), the MTO Production Facility would tend to produce less amount of ethylene and require less amount of nitrogen. Thus, it is expected that the annual cap for the year ending 30 September 2016 for each of the Ethylene Supply Agreement and the Nitrogen Supply Agreement shall be larger than the annual caps for the two years ending 30 September 2018 for each of Ethylene Supply Agreement and the Nitrogen Supply Agreement. CONNECTED TRANSACTION On 1 September 2015, Xing Xing and Mei Fu Petrochemical entered into the Purchase Agreement pursuant to which Xing Xing has agreed to sell and Mei Fu Petrochemical has agreed to purchase propylene. The principal terms of the Purchase Agreement are set out below. Date: 1 September

15 LETTER FROM THE BOARD Parties: (1) Xing Xing, an indirect non wholly-owned subsidiary of the Company and a connected subsidiary (as defined under the Listing Rules); and Subject matter (2) Mei Fu Petrochemical, an indirect non wholly-owned subsidiary of the Company. Xing Xing has agreed to sell and Mei Fu Petrochemical has agreed to purchase approximately 2,000 tonnes of propylene on one-off basis. The consideration for the transactions contemplated under the Purchase Agreement is RMB13,300,000. The Purchase Agreement shall be become effective after the Independent Shareholders approval is obtained. The consideration of propylene concerned was negotiated by the parties with reference to the then prevailing market prices of propylene as quoted on the website of SCI99.com, and in good faith. The consideration of propylene concerned is fair and reasonable and comparable to those offered by independent third parties for products in similar quantities. Mei Fu Petrochemical shall make payment of the consideration of propylene to Xing Xing within 30 days after delivery of propylene to Mei Fu Petrochemical. Mei Fu Petrochemical shall be responsible for transport of propylene and the related transportation costs. REASONS FOR THE TRANSACTIONS The Group is principally engaged in the manufacturing and sale of ethylene oxide, propylene and surfactants and the provision of surfactants processing service. Sanjiang Chemical is a limited company established in the PRC principally engaged in the manufacture and sale of ethylene oxide, surfactants, ethylene glycol, polymer grade ethylene, industrial gases and provision of surfactants processing service. Sanjiang New Material is a limited company established in the PRC principally engaged in the manufacture and sale of ethylene oxide and water reducing auxiliaries. Mei Fu Petrochemical is a limited company established in the PRC principally engaged in the manufacture and sale of heavy aromatics and mixed aromatics. Xing Xing is a limited company established in the PRC principally engaged in the manufacture and sale of ethylene and propylene. Taking into account (i) the Group s requirements for ethylene in its production process; (ii) Xing Xing s requirements for nitrogen in its production process; and (iii) the production base of the Group is situated close to that of Xing Xing such that transport cost of ethylene between Xing Xing and the Group can be reduced, Sanjiang Chemical entered into each of the Ethylene Supply Agreement and the Nitrogen Supply Agreement with Xing Xing. Mei Fu Petrochemical requires propylene and C-4 as the raw materials for its production purpose. Therefore, it entered into the (i) C-4 Purchase Agreement; and (ii) Purchase Agreement with Xing Xing. 13

16 LETTER FROM THE BOARD The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the each of the CCT Agreements and the Purchase Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. CONNECTED PERSONS Xing Xing is a non-wholly-owned subsidiary of the Company indirectly owned as to approximately 75% by the Company, 12% by Jiahua Energy Chemical Co and 13% by Independent Third Parties. Jiahua Energy Chemical Co is owned as to approximately 45.63% by Jiahua, which is ultimately controlled by Mr. Guan and Ms. Han, being executive Directors. As Mr. Guan and Ms. Han, each a connected person of the Company by virtue of being an executive Director, controls the exercise of over 10% of the voting powers of Xing Xing at its shareholders meeting though Jiahua Energy Chemical Co, which is in turn a non-wholly-owned subsidiary of Jiahua, Xing Xing is a connected subsidiary of the Company under the Listing Rules and thus a Connected Person of the Company under Rule 14A.07(5) of the Listing Rules. IMPLICATIONS UNDER THE LISTING RULES As the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement (a) were entered into between a member of the Group, as purchaser, and the same connected person (i.e. Xing Xing), as vendor; and (b) are of similar nature such that both the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement relate to the purchase of chemicals by a subsidiary of the Group from the same connected subsidiary with the same pricing mechanism, the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement are related. Hence, pursuant to the aggregation of the proposed annual caps for the three years ending 30 September 2018 of the Ethylene Supply Agreement and the C-4 Purchase Agreement and the considerations for the transactions contemplated under the Purchase Agreement, the transactions contemplated under the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement are subject to reporting, announcement and Independent Shareholders approval requirements under Chapter 14A of the Listing Rules. Pursuant to the proposed annual caps for the three years ending 30 September 2018 of the Nitrogen Supply Agreement, the transactions contemplated under the Nitrogen Supply Agreement are subject to reporting, announcement and Independent Shareholders approval requirements under Chapter 14A of the Listing Rules. The Company will seek the Independent Shareholders approval for (i) each of the CCT Agreements and the Purchase Agreement; and (ii) the annual caps for the three years ending 30 September 2018 for the transactions contemplated under each of the CCT Agreements and the considerations for the transactions contemplated under the Purchase Agreement at the EGM. 14

17 LETTER FROM THE BOARD The Company has established an independent board committee (which comprise only and all the independent non-executive Directors) to advise the Independent Shareholders as to whether the terms of each of the CCT Agreements and the Purchase Agreement and the respective proposed annual caps or consideration contemplated thereunder are fair and reasonable and in the interests of the Shareholders as a whole. GENERAL The Group is principally engaged in the manufacturing and supplying of ethylene oxide and surfactants and the provision of surfactants processing service. Each of Mr. Guan and Ms. Han was interested in the each of the CCT Agreements and the Purchase Agreement and they therefore abstained from voting on board resolutions of the Company approving such transactions. Save as disclosed, none of the Directors had a material interest in the each of the CCT Agreements and the Purchase Agreement and none of them were therefore required to abstain from voting on board resolutions of the Company in respect of the transactions contemplated under each of the CCT Agreements and the Purchase Agreement. EGM The Company will convene the EGM at 10: 00 a.m. on 6 November 2015 at Room 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at which ordinary resolutions will be proposed for the Shareholders to consider, and if thought fit, to approve the transactions contemplated under each of the CCT Agreements and the Purchase Agreement. The resolution will be put to the vote at the EGM by poll as required by the Listing Rules. A notice of the EGM is set out on pages EGM-1 to EGM-3 of this Circular. Any Connected Persons or Shareholders with a material interest in each of the CCT Agreements and the Purchase Agreement and the transactions contemplated thereunder and its/his/her associates will abstain from voting at the EGM. As at the Latest Practicable Date, Sure Capital Holdings Limited, a company beneficial controlled by Mr. Guan who is an executive Director, together with Mr. Guan as the beneficial owner, own approximately 49.30% of the entire issued share capital of the Company. Thus, the relevant interested Shareholder, namely, Sure Capital Holdings Limited, and its associates will abstain from voting on the resolutions to approve each of the CCT Agreements and the Purchase Agreement at the EGM. Other than Sure Capital Holdings Limited or its associates, as at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no other Shareholders is required under the Listing Rules to abstain from voting at the EGM. A form of proxy for use at the EGM is also enclosed. If you are not able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as possible and in any event not later than 48 hours 15

18 LETTER FROM THE BOARD before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. VOTING BY POLL Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the resolutions put to the vote at the EGM will be taken by way of poll. The chairman of the EGM will explain the detailed procedures for conducting a poll at the commencement of the EGM. After the conclusion of the EGM, the poll results will be published on the respective websites of the Stock Exchange and the Company. RESPONSIBILITY STATEMENT This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Circular misleading. RECOMMENDATIONS Your attention is drawn to the letter from the Independent Board Committee set out on pages 18 to 19 of this Circular and the letter of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 20 to 44 of this Circular in connection with each of the CCT Agreements and the Purchase Agreement and the transactions contemplated thereunder and the principal factors and reasons considered by the Independent Financial Adviser in arriving at such advice. The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that each of the CCT Agreements and the Purchase Agreement were entered into in the ordinary and usual course of business on normal commercial terms and the terms thereof are fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors, including the Independent Board Committee, recommend the Shareholders to vote in favour of the ordinary resolutions to approve each of the CCT Agreements and the Purchase Agreement and the transactions contemplated thereunder at the EGM as set out in the notice of the EGM. 16

19 LETTER FROM THE BOARD ADDITIONAL INFORMATION Your attention is drawn to the information set out in the appendices to this Circular. By order of the Board China Sanjiang Fine Chemicals Company Limited GUAN Jianzhong Chairman and executive Director 17

20 LETTER FROM THE INDEPENDENT BOARD COMMITTEE CHINA SANJIANG FINE CHEMICALS COMPANY LIMITED 中 國 三 江 精 細 化 工 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (Stock code: 2198) To the Independent Shareholders Dear Sir or Madam, CONTINUING CONNECTED TRANSACTIONS AND CONNECTED TRANSACTION 22 October 2015 We refer to the circular of the Company dated 22 October 2015 (the Circular ) to the Shareholders, of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter. We have been appointed as members of the Independent Board Committee to advise you as to whether, in our opinion, the terms of each of the CCT Agreements and the Purchase Agreement are fair and reasonable so far as the Independent Shareholders are concerned. Goldin Financial Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of each of the CCT Agreements and the Purchase Agreement. Your attention is drawn to the Letter from the Board set out on pages 5 to 17 of the Circular which contains, inter alia, information about the terms of each of the CCT Agreements and the Purchase Agreement, and the Letter from the Independent Financial Adviser set out on pages 20 to 44 of the Circular which contains its advice in respect of each of the CCT Agreements and the Purchase Agreement together with the principal factors taken into consideration in arriving at such. Having considered the terms of each of the CCT Agreements and the Purchase Agreement and having taken into account the factors and reasons considered by and the advice of the Independent Financial Adviser as stated in their letter dated 22 October 2015, we consider that (i) the entering into of each of the CCT Agreements and the Purchase Agreement is on normal commercial terms and is in the ordinary and usual course of business of the Company; (ii) the terms of each of the CCT Agreements and the Purchase 18

21 LETTER FROM THE INDEPENDENT BOARD COMMITTEE Agreement are fair and reasonable so far as the interests of the Independent Shareholders are concerned; and (iii) the entering into each of the CCT Agreements and the Purchase Agreement are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM to ratify and approve and each of the CCT Agreements and the Purchase Agreement. Mr. SHEN Kaijun Independent Non-executive Director Yours faithfully, For and on behalf of the Independent Board Committee Mr. MUI Ho Cheung Gary Independent Non-executive Director Ms. PEI Yu Independent Non-executive Director 19

22 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER Set out below is the full text of the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of incorporation in this circular in respect of each of the CCT Agreements and the Purchase Agreement, the annual caps for the three years ending 30 September 2018 for the transactions contemplated under each of the CCT Agreements and the consideration for the transactions contemplated under the Purchase Agreement. Goldin Financial Limited 23rd Floor Two International Finance Centre 8 Finance Street Central Hong Kong 22 October 2015 To: the Independent Board Committee and the Independent Shareholders of China Sanjiang Fine Chemicals Company Limited Dear Sirs, INTRODUCTION CONTINUING CONNECTED TRANSACTIONS AND CONNECTED TRANSACTION We, Goldin Financial Limited, refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Ethylene Supply Agreement, the Nitrogen Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement, the annual caps for the three years ending 30 September 2018 for the transactions contemplated under each of the CCT Agreements and the consideration for the transaction contemplated under the Purchase Agreement, details of which are set out in the letter from the board (the Letter from the Board ) contained in the circular dated 22 October 2015 issued by the Company (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 unless the context requires otherwise. On 1 September 2015, (i) Sanjiang Chemical and Sanjiang New Material, collectively as purchasers, and Xing Xing, as vendor, entered into the Ethylene Supply Agreement pursuant to which Xing Xing has agreed to supply ethylene to Sanjiang Chemical and/or Sanjiang New Material; (ii) Sanjiang Chemical and Xing Xing also entered into the Nitrogen Supply Agreement pursuant to which Sanjiang Chemical has agreed to supply nitrogen to Xing Xing; and (iii) Mei Fu Petrochemical and Xing Xing entered into the C-4 Purchase Agreement pursuant to which Mei Fu Petrochemical has agreed to purchase C-4 from Xing Xing. 20

23 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER On the same date, Mei Fu Petrochemical and Xing Xing entered into an one-off transaction agreement, namely the Purchase Agreement, pursuant to which Mei Fu Petrochemical has agreed to purchase propylene from Xing Xing. Xing Xing is a non wholly-owned subsidiary of the Company indirectly owned as to approximately 75% by the Company, 12% by Jiahua Energy Chemical Co and 13% by Independent Third Parties. Jiahua Energy Chemical Co is owned as to approximately 45.63% by Jiahua, which is ultimately controlled by Mr. Guan and Ms. Han, being executive Directors. As Mr. Guan and Ms. Han, each a connected person of the Company by virtue of being an executive Director, controls the exercise of over 10% of the voting powers of Xing Xing at its shareholders meeting through Jiahua Energy Chemical Co, which is in turn a non wholly-owned subsidiary of Jiahua, Xing Xing is a connected subsidiary of the Company under the Listing Rules and thus a connected person of the Company under Rule 14A.07(5) of the Listing Rules. As the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement (i) were entered into between a member of the Group, as purchaser, and the same connected person (i.e. Xing Xing), as vendor, and (ii) are of similar nature such that the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement relate to the purchase of chemicals by a subsidiary of the Group from the same connected subsidiary with the same pricing mechanism, the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement are related. Hence, pursuant to the aggregation of the proposed annual caps for the three years ending 30 September 2018 of the Ethylene Supply Agreement (the Ethylene Annual Caps ) and the C-4 Purchase Agreement (the C-4 Annual Caps ) and the consideration for the transaction contemplated under the Purchase Agreement, the transactions contemplated under the Ethylene Supply Agreement, the C-4 Purchase Agreement and the Purchase Agreement are subject to reporting, announcement and the Independent Shareholders approval requirements under Chapter 14A of the Listing Rules. Pursuant to the proposed annual caps for the three years ending 30 September 2018 of the Nitrogen Supply Agreement (the Nitrogen Annual Caps ), the transactions contemplated under the Nitrogen Supply Agreement are subject to reporting, announcement and the Independent Shareholders approval requirements under Chapter 14A of the Listing Rules. An EGM will be convened by the Company to seek approval by the Independent Shareholders on (i) each of the CCT Agreements and the Purchase Agreement; and (ii) the annual caps for the three years ending 30 September 2018 for the transactions contemplated under each of the CCT Agreements and the consideration for the transaction contemplated under the Purchase Agreement by way of poll in accordance with the requirements under the Listing Rules. As Mr. Guan and Ms. Han are deemed to have material interests in each of the CCT Agreements and the Purchase Agreement, they are abstained from voting on board resolutions of the Company approving such transactions. Save as disclosed, none of the Directors had a material interest in each of the CCT Agreements and the Purchase Agreement and none of them were therefore required to abstain from voting on board resolutions of the Company in respect of the transactions contemplated under each of the 21

24 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER CCT Agreements and the Purchase Agreement. As at the Latest Practicable Date, Sure Capital Holdings Limited, a company beneficially controlled by Mr. Guan who is an executive Director, together with Mr. Guan as the beneficial owner, own approximately 49.30% of the entire issued share capital of the Company. Sure Capital Holdings Limited, its associates and those who are involved or interested in each of the CCT Agreements and the Purchase Agreement are required to abstain fromvotingontheresolutionstoapprove each of the CCT Agreements and the Purchase Agreement, transactions contemplated thereunder and the respective annual caps and considerations contemplated thereunder proposedtobepassedattheegm. THE INDEPENDENT BOARD COMMITTEE The Independent Board Committee comprising Mr. Shen Kaijun, Mr. Mui Ho Cheung, Gary, and Ms. Pei Yu, being all the independent non-executive Directors, has been formed to advise the Independent Shareholders in relation to each of the CCT Agreements and the Purchase Agreement, the proposed annual caps for the transactions contemplated under each of the CCT Agreements and the consideration for the transaction contemplated under the Purchase Agreement. We, Goldin Financial Limited, have been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to each of the CCT Agreements and the Purchase Agreement, and to make a recommendation as to, among others, whether the terms of each of the CCT Agreements and the Purchase Agreement and the respective proposed annual caps or considerations contemplated thereunder are fair and reasonable and the entering into of each of the CCT Agreements and the Purchase Agreement are in the interests of the Company and the Shareholders as a whole, and as to voting in respect of the relevant resolutions at the EGM. BASIS OF OUR ADVICE In formulating our opinions and recommendations, we have reviewed, inter alia, each of the CCT Agreements, the Purchase Agreement, the announcement of the Company dated 2 September 2015 and the annual report of the Group for the year ended 31 December 2014 (the Annual Report 2014 ). We have also reviewed certain information provided by the management of the Company relating to the operations, financial conditions and prospects of the Group. We have also (i) considered such other information, analyses and market data which we deemed relevant; and (ii) conducted verbal discussions with the management of the Company regarding the terms of each of the CCT Agreements and the Purchase Agreement, the financials, the businesses and future outlook of the Group. We have taken reasonable steps to ensure that such information and statements, and any representation made to us, are true, accurate and complete in all material respects as of the date hereof and we have relied upon them in formulating our opinion. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in 22