Yanchang Petroleum International Limited (00346) disclosed new continuing connected transactions involving a Supply Agreement with Yanchang Petroleum Group and multiple Sales Agreements with associates of Yanchang Petroleum Group. Henan Yanchang, an indirect non-wholly-owned subsidiary of Yanchang Petroleum International Limited, will receive refined oil and related by-products from Yanchang Petroleum Group while supplying similar products to China Petroleum Yanchang, Sichuan Yanchang State Oil Reserve, Yanchang Petroleum Hubei, and Yanchang Sinochem Shanxi.
Under the Supply Agreement, which runs from 1 January 2026 to 31 December 2028, Yanchang Petroleum Group will provide refined oil and by-products to Henan Yanchang at prices no higher than those offered to independent third-party customers. Proposed annual caps for these purchases are RMB 20,150 million, RMB 20,670 million, and RMB 21,014 million for 2026, 2027, and 2028, respectively. Payment is to be made in advance, subject to continued compliance with the Listing Rules.
Meanwhile, the Sales Agreements enable Henan Yanchang to sell refined oil and by-products to the four associates of Yanchang Petroleum Group over the same period. Proposed annual caps for these sales total RMB 148 million in 2026 and RMB 330 million in both 2027 and 2028. Pricing will be no less favorable than terms offered to other independent third-party customers, allowing Henan Yanchang to expand its distribution network within the PRC.
As Yanchang Petroleum Group is a controlling shareholder with about 57.66% of the company’s issued share capital, these transactions will require independent shareholders’ approval under Chapter 14A of the Listing Rules. A special general meeting will be convened, and Yanchang Petroleum Group will abstain from voting. A circular with specific details and the recommendation of an independent board committee is expected to be dispatched on or before 4 December 2025.
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