China Gas Holdings Limited (China Gas) has entered into a connected transaction with Beijing Gas Group (Tianjin) Natural Gas Sales Co., Ltd. (Beijing Gas Tianjin), an indirect wholly owned subsidiary of Beijing Enterprises Holdings Limited (BEHL).
The agreement, executed on 29 April 2026, secures 60,000 tonnes of liquefied natural gas (LNG) for China Gas Hongda — an indirect wholly owned subsidiary of China Gas — for delivery between 1 April 2026 and 1 April 2027.
Key commercial terms: • Contract volume: 60,000 tonnes, with monthly call-off quantities ranging from 4,100 tonnes to 7,000 tonnes. • Pricing: – LNG sourced from Beijing Gas Tianjin’s own resources will reference the Tianjin Nangang LNG daily posted price, with a RMB50/tonne rebate if monthly off-take exceeds 90 % of the contract volume. – Third-party sourced LNG will reference prevailing market prices confirmed in monthly price letters. • Price cap: RMB7,000 per tonne, capping total consideration at RMB420 million. • Payment: Full pre-payment before each pick-up; monthly settlement adjusts for over/under-payments. • Performance deposit: RMB1.20 million, refundable upon fulfilment of the annual volume commitment.
Regulatory classification: Because BEHL holds approximately 23.54 % of China Gas’s issued shares, Beijing Gas Tianjin is a connected person under Chapter 14A of the Hong Kong Listing Rules. Aggregated with similar 2025 transactions involving BEHL subsidiaries, the transaction’s percentage ratios exceed 0.1 % but remain below 5 %, subjecting the deal to reporting and announcement requirements while exempting it from shareholder approval and circular issuance.
Strategic rationale: Management highlights the deal’s role in ensuring a stable LNG supply for China Gas’s distribution and trading operations. Access to diversified LNG resources and the Tianjin Nangang receiving terminal is expected to enhance supply security and operational flexibility. The board, including independent non-executive directors, considers the terms fair, reasonable and in the interests of shareholders. Directors with material interests—Mr. Zhao Kun, Mr. Xiong Bin and Ms. Zhou Xueyan—abstained from voting on the resolution.
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