China Aviation Oil Singapore : Letter to Shareholders dated 31 March 2023 394.7 KB

LETTER TO SHAREHOLDERS

in relation to

1. THE PROPOSED RENEWAL OF THE GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS; AND
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE.

	TABLE OF CONTENTS
DEFINITIONS	3
LETTER TO SHAREHOLDERS	10
1.	INTRODUCTION	10
2.	THE PROPOSED RENEWAL OF THE IPT MANDATE	11
3.	THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE	12
4.	SHAREHOLDERS WHO WILL ABSTAIN FROM VOTING	25
5.	DIRECTORS WHO WILL ABSTAIN FROM VOTING	25
6.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS IN THE COMPANY	25
7.	DIRECTORS' RECOMMENDATIONS	26
8.	DIRECTORS' RESPONSIBILITY STATEMENT	26
ANNEX I GENERAL INFORMATION RELATING TO CHAPTER 9 OF THE LISTING MANUAL	27
ANNEX II GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS	29
ANNEX III LIST OF INTERESTED PERSONS	47

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DEFINITIONS

In this Letter, the following definitions shall apply throughout unless the context otherwise requires or unless otherwise stated:

Entities
"Bluesky"	: China National Aviation Fuel South China Bluesky Corporation
	Ltd (华南蓝天航空油料有限公司), a subsidiary of CNAFCL
"BP"	: BP p.l.c., an indirect Controlling Shareholder of the Company
"BP Group"	: BP and its associates
"BPIA"	: BP Investments Asia Limited, an indirect subsidiary of BP and a
	Controlling Shareholder of the Company
"CAO" or "Company"	: China Aviation Oil (Singapore) Corporation Ltd
"CAO Group"	: The Company and its unlisted subsidiaries (i.e. which are not
	listed on the SGX-ST or an approved exchange), and the unlisted
	(as defined herein) associated companies of the Company over
	which the Company and its subsidiaries, or the Company and its
	subsidiaries and its interested persons, have Control
"CAO HK"	: China Aviation Oil (Hong Kong) Company Limited, a wholly-
	owned subsidiary of the Company
"CNAF"	: China National Aviation Fuel Group Limited (中国航空油料集团
	有限公司) formerly known as China National Aviation Fuel Group
	Corporation (中国航空油料集团公司), the holding company of the
	Company
"CNAF Finance"	: China National Aviation Fuel Finance Co., Ltd (中国航油集团财务
	有限公司), a subsidiary of CNAF
"CNAF Group"	: CNAF and its associates
"CNAF HKR"	: CNAF Hong Kong Refuelling Limited (中国航油香港供油有限公
	司), a 68-per cent owned indirect subsidiary of the Company and
	an associate of CNAF
"CNAF Logistics"	: China National Aviation Fuel Logistics Co., Ltd (中国航油集团物
	流有限公司), a subsidiary of CNAF
"CNAFCL"	: China National Aviation Fuel Corporation Ltd (中国航空油料有限
	责任公司), a subsidiary of CNAF
"Group"	: The Company and its subsidiaries
"LandOil"	: China National Aviation Fuel Petroleum Co., Ltd (中国航油集团石
	油股份有限公司), a subsidiary of CNAF
"TSN-PEKCL"	: China National Aviation Fuel TSN-PEK Pipeline Transportation
	Corporation Ltd (中国航油集团津京管道运输有限责任公司), a
	49-per cent owned associated company of the Company and an
	associate of CNAF

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General
"2017 AGM"	:	The annual general meeting of the Company held on 18 April
		2017
"2022 AGM"	:	The annual general meeting of the Company held on 27 April
		2022
"AGM"	:	The forthcoming 29th annual general meeting of the Company
"Approved Entities"	:	The Investee Companies and other members of the CNAF Group
"Audit Committee"	:	The audit committee of the Company, comprising Independent
		Non-Executive Directors, Mr Teo Ser Luck, Mr Hee Theng
		Fong and Dr Fu Xingran, and Non-Independent,Non-Executive
		Directors, Mr Zhang Yuchen and Dr Richard Yang Minghui, as at
		the date of this Letter
"Average Barrel Price"	:	The yearly average market price per barrel of KERO, which shall
		be the arithmetic average of the mean of the daily high and low
		quotations for KERO under the heading "FOB SINGAPORE -
		MARKET LOCATION" as published in Platts Asia-Pacific/Arab
		Gulf Marketscan, effective for the calendar month prior to the
		date of the relevant transaction
"Beijing Airport"	:	Beijing Capital International Airport
"Bluesky Supply Agreement"	:	The supply agreement entered into by the Company and
		Bluesky dated 1 April 2010 relating to the terms of the supply
		arrangements between the Company and Bluesky, which
		was previously renewed and extended to 1 April 2018, further
		renewed and extended to 1 April 2020, and further extended
		to 1 April 2022. On 13 January 2022, the Bluesky Supply
		Agreement was further renewed and extended to 1 April 2024 on
		substantially similar terms. The Audit Committee had reviewed
		the terms of the proposed extension of the Bluesky Supply
		Agreement prior to entry into the agreement
"Board"	:	The board of Directors of the Company
"BPIA Director"	:	Dr Richard Yang Minghui who is a Non-Independent and Non-
		Executive Director of the Company
"CDP"	:	The Central Depository (Pte) Limited
"CFR"	:	The acronym for the Incoterm "Cost and Freight" which indicates
		that the seller/exporter/manufacturer clears the goods for export
		and is responsible for the costs for transport of the goods to the
		port of destination. The buyer bears the risk of loss of the goods
		once the goods pass the ship's rail at the port of shipment (and
		not destination)
"CNAF Directors"	:	Mr Gong Feng (Chairman of the Company, Non-Independent,
		Non-Executive Director of the Company), Mr Shi Lei (Non-
		Independent, Non-Executive Director of the Company), Mr
		Zhang Yuchen (Non-Independent,Non-Executive Director of the
		Company) and Mr Lin Yi (Non-Independent, Executive Director of
		the Company)

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"CNAFCL Supply Agreement"	:	The supply agreement entered into by the Company and
		CNAFCL dated 23 March 2010 relating to the terms of the supply
		arrangements between the Company and CNAFCL, the term of
		which was previously renewed and extended to 6 August 2018,
		and was further renewed and extended to 6 August 2020, and
		was further extended to 6 August 2022. On 13 January 2022, the
		CNAFCL Supply Agreement was further extended to 6 August
		2024 on substantially similar terms. The Audit Committee had
		reviewed the terms of the proposed extension of the CNAFCL
		Supply Agreement prior to entry into the agreement
"Code"	:	The Singapore Code on Take-overs and Mergers
"Companies Act"	:	The Companies Act 1967 of Singapore
"Constitution"	:	The Constitution of the Company currently in force
"Control"	:	The capacity to dominate decision-making, directly or indirectly,
		in relation to the financial and operating policies of the Company
"Controlling Shareholder"	:	In relation to a listed company, a person who:
		(a) holds directly or indirectly fifteen per cent. (15%) or more
		of the total voting rights in the company. The SGX-ST may
		determine that a person who satisfies the above is not a
		Controlling Shareholder; or
		(b) in fact exercises Control over the company
"Deposit Banks"	:	The banks which CNAF Finance holds primary accounts with,
		such as Agricultural Bank of China Co., Ltd and PingAn Bank
		Co., Ltd
"Derivative Financial	:	Derivative financial instruments including but not limited to all
Instruments"		futures and swaps products available in the energy and freight
		markets
"Director"	:	A director of the Company as at the date of this Letter
"Entrust Loan Arrangement	:	The services of a duly licensed financial institution in the PRC to
Services"		provide loans on behalf of a person to another person in the PRC
"EPS"	:	Earnings per Share
"Executive Director"	:	A Director who is an employee of and performs an executive
		function for the Company
"FOB"	:	The acronym for the Incoterm "Free on Board", which indicates
		that delivery is effected by the seller when the goods pass the
		ship's rail at the named port of shipment. Accordingly, the seller
		clears the goods for export, and all costs and risks of loss of or
		damage to the goods from that port are borne by the buyer
"FY"	:	Financial year ended or ending on 31 December
"HKIA"	:	The Hong Kong International Airport at Chek Lap Kok

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