On the evening of August 15, Hengli Petrochemical Co., Ltd. (hereinafter referred to as "Hengli Petrochemical") issued an announcement regarding the merger and absorption between its wholly-owned subsidiaries. The announcement stated that Hengli Refining & Chemical Co., Ltd., a wholly-owned subsidiary of Hengli Petrochemical, will absorb and merge Hengli Chemical Co., Ltd., another wholly-owned subsidiary of the company. After the completion of the absorption merger, Hengli Refining & Chemical will continue its operation, while Hengli Chemical will be deregistered in accordance with the law. All assets, creditor's rights, debts, and other rights and obligations of Hengli Chemical will be legally inherited by Hengli Refining & Chemical. It is agreed to authorize the management of Hengli Petrochemical, as well as the management of Hengli Refining & Chemical and Hengli Chemical, to handle the relevant matters of this absorption merger, and to fulfill other procedures as stipulated by laws, regulations, or regulatory requirements.
This absorption merger does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the Measures for the Administration of Major Asset Restructurings of Listed Companies. In accordance with the relevant provisions of the Listing Rules of the Shanghai Stock Exchange and the Articles of Association of the Company, this absorption merger does not need to be submitted to the company's general meeting of shareholders for deliberation.
Basic information of the absorbing party: Hengli Petrochemical (Dalian) Refining & Chemical Co., Ltd. (Hengli Refining & Chemical), established on March 10, 2014, is registered at No. 298, Changsong Road, Changxing Island Economic Zone, Dalian, Liaoning Province. With a registered capital of RMB 17,596.33 million, it is a wholly-owned subsidiary of Hengli Petrochemical.
As of December 31, 2024, Hengli Refining & Chemical had total assets of RMB 113,471.6742 million, total liabilities of RMB 80,228.3561 million, and net assets of RMB 33,243.3181 million. In 2024, it achieved operating income of RMB 226,969.1918 million and net profit attributable to the parent company of RMB 1,981.8139 million.
Basic information of the absorbed party: Hengli Petrochemical (Dalian) Chemical Co., Ltd. (Hengli Chemical), established on December 13, 2016, is registered at No. 298, Changsong Road, Changxing Island Economic Zone, Dalian, Liaoning Province. With a registered capital of RMB 4,574.95 million, it is a wholly-owned subsidiary of Hengli Petrochemical.
Key financial data: As of December 31, 2024, Hengli Chemical had total assets of RMB 70,578.1733 million, total liabilities of RMB 60,490.2263 million, and net assets of RMB 10,087.9470 million. In 2024, it achieved operating income of RMB 42,108.1444 million and net profit attributable to the parent company of RMB 2,369.1353 million.
Hengli Petrochemical stated that this absorption merger will help further optimize the company's management structure, improve operational efficiency, optimize resource allocation, reduce management costs, give full play to the synergistic effects of resource integration, and promote quality and efficiency improvement of the enterprise. Both Hengli Refining & Chemical and Hengli Chemical are wholly-owned subsidiaries of the company, and their financial statements have been included in the company's consolidated financial statements. This absorption merger will not have a significant impact on the company's normal operations, financial condition, and operating results, and there is no situation that harms the interests of the company and all shareholders, especially minority shareholders.
