Stock Code: 839 CONTINUING CONNECTED TRANSACTIONS

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (a joint stock company incorporated in the People s Republic of China with limited liability) Stock Code: 839 CONTINUING CONNECTED TRANSACTIONS Reference is made to the Sales Agreement dated 18 November 2010 entered into among the Company and Vallourec group entities (including Vallourec Mannesmann Oil & Gas France ( VMOGF ), VMOG (China) Trading Co., Ltd and Seamless Tubes Asia Pacific Pte. Ltd., all of which being subsidiaries of Vallourec (the Distributors )) in relation to the promotion and sale of seamless casing and tubing and/or plain end or green pipe for seamless casing and tubing and/or drill pipe applications, manufactured by the Company (the Products ), worldwide except in the PRC for the three years ending 31 December The Sales Agreement, the continuing connected transactions contemplated thereunder and the Annual Cap for the continuing connected transactions contemplated thereunder were approved by the Shareholders in the Company s extraordinary general meeting (the EGM ) held on 8 February Pursuant to the relevant clause of the Sales Agreement, VMOGF is able to designate new distributors at any time in the term of Sales Agreement. The new distributors must be Vallourec s related companies and regarded as the parties to the Sales Agreement upon the Company s receipt of the Deed of Accession signed by the new distributors. All clauses of the Sales Agreement are effective to the new distributors. However, the annual transactions volume with the new distributors should be included in the Annual Cap for the continuing connected transactions contemplated under the Sales Agreement approved by the Shareholders in the EGM held on 8 February 2011.

2 On 13 November 2012, the Company received the Deed of Accession signed by Vallourec & Mannesmann Middle East FZE ( VMME ), which is a subsidiary of Vallourec, and as such, VMME becomes one of the Distributors of the Sales Agreement and all clauses of the Sales Agreement are effective to VMME. The Company estimates that the annual transaction volume with VMME for the financial year ending 31 December 2012 are not more than RMB8,000,000 (or equivalent to HK$9,920,000), and certain of the applicable percentage ratios under the Listing Rules in respect of the annual transaction volume with VMME is less than 25%, with reference to the projection of Products expected to be sold in the year based on discussions between the Company and VMME. The Board is of the view that the said assumptions and bases are fair and reasonable. However, the annual transaction volume with VMME should be included in the Annual Cap for the continuing connected transactions contemplated under the Sales Agreement approved by the Shareholders in the EGM held on 8 February Up to the date of this announcement, the Company s continuing connected transactions in relation to the Sales Agreement have not exceeded the Annual Cap. In addition, the Directors (including the independent non-executive Directors) are of the opinion that the trading terms with VMME, which are identical to those set out in the Sales Agreement, and are made at arm s length negotiations and represented normal commercial terms which were no less favourable to the Company than the terms available to independent third parties and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. REASONS AND BENEFITS FOR THE TRANSACTION As disclosed in the Company s announcement dated 18 November 2010, strategically, the entering into of the Sales Agreement indicates the willingness and intention of forming a strategic partnership between the Company and Vallourec. The Sales Agreement will help the Company to realize its vision of global development strategies and enlarging its customer base. The Company, with additional Distributor through the Sales Agreement, is benefit from the resources sharing of Vallourec s international client bases and enlarges its overseas sales (including Middle East region). Such cooperation would accordingly enhance the Company s competitiveness in line with the long term interest of the Company and the Board believes that the terms of the Sales Agreement are fair and reasonable and in the interests of the shareholders of the Company as a whole.

3 INFORMATION ON THE COMPANY, VALLOUREC AND OTHERS The principal business activities of the Company are designing, developing, manufacturing and selling of seamless steel pipes for oil and natural gas exploration, transmission and refining, seamless steel pipes for boilers and vessels and petrochemical machinery accessories. Vallourec is a world leader in premium tubular solutions primarily serving the energy markets, as well as other industrial applications. Listed on Euronext in Paris, Vallourec relies on 22,000 employees, integrated manufacturing facilities, advanced research and development and a presence in more than 20 countries to offer its customers innovative global solutions to meet the growing energy challenges of the 21st century. VMOGF, VMOG (China) Trading Co., Ltd, Seamless Tubes Asia Pacific Pte. Ltd. and VMME are subsidiaries of Vallourec. LISTING RULES IMPLICATIONS Vallourec holds 196,000,000 H Shares of the Company, representing approximately 19.45% of the total issued share capital of the Company as at 18 November 2010 (i.e. the date of the announcement of the continuing connected transactions contemplated under the Sales Agreement) and as at the date of this announcement. The Sales Agreement would therefore constitute continuing connected transaction between Vallourec and the Company. The Sales Agreement, the continuing connected transactions contemplated thereunder and the Annual Caps for the continuing connected transactions contemplated thereunder were approved by the Company s Shareholders in the extraordinary general meeting dated 8 February Such Shareholders approval should be applicable to the Company s transactions with VMME pursuant to the clauses of the Sales Agreement but the continuing connected transaction with VMME, together with the continuing connected transactions with other Vallourec group entities in relation to the Sales Agreement, is still subject to reporting and announcement requirements under the Listing Rules.

4 DEFINITIONS In this announcement, the following defined terms have the following meanings, unless the context otherwise requires: Annual Cap(s) the estimated maximum aggregate annual value of the relevant transaction under the Sales Agreement; Board the board of Directors; Company 安 徽 天 大 石 油 管 材 股 份 有 限 公 司 (Anhui Tianda Oil Pipe Company Limited), a joint stock company incorporated in the PRC with limited liability, whose H Shares are listed on the Stock Exchange; Directors the directors of the Company; 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 PRC; H Share(s) overseas listed foreign shares of RMB0.50 each in the share capital of the Company which are listed on the Stock Exchange and traded in HK$; H Shareholders Holders of H Shares; Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange; OCTG seamless casing and tubing; PRC the People s Republic of China; RMB renminbi, the lawful currency of the PRC;

5 Sales Agreement the sales agreement dated 18 November 2010 between the Company, Vallourec Mannesmann Oil & Gas France, VMOG (China) Trading Co., Ltd and Seamless Tubes Asia Pacific Pte. Ltd.; Shareholder(s) holder(s) of the Shares; Share(s) Domestic Shares and H Shares; Stock Exchange The Stock Exchange of Hong Kong Limited; Vallourec Vallourec & Mannesmann Tubes, a company established under the laws of France and a leading manufacturer of OCTG; % per cent. Unless otherwise specified in this announcement, translations of RMB into HK$ are made in this announcement, for illustration only, at the rate of RMB1.00 to HK$1.24. No representation is made that any amounts in RMB or HK$ could have been or could be converted at those rates or at any other rates. Anhui China, 31 December 2012 By Order of the Board 安 徽 天 大 石 油 管 材 股 份 有 限 公 司 Anhui Tianda Oil Pipe Company Limited Ye Shi Qu Chairman As at the date of this announcement, the Board comprises Ye Shi Qu, Zhang Hu Ming and Fu Jun as executive directors; Liu Peng and Bruno Saintes as non-executive directors; and Wu Chang Qi, Zhao Bin and Wang Bo as independent non-executive directors.