Tianjin Jinran Public Utilities Company Limited has entered into a new city-gas supply contract with Tianjin Binran Pipe Network Construction Co., Ltd., a connected party under common control of major shareholder Jinran China Resources.
Signed on 9 July 2026, the agreement will run from 1 September 2026 (or the date of effectiveness, whichever is later) to 31 December 2028 and will replace the existing supply contract that was due to expire at end-2026.
Key terms • Products: Natural gas delivered at ≥0.9 MPa. • Pricing: Gas Selling Price equals the Company’s Gas Sourcing Price plus RMB 0.20 per cubic metre (tax inclusive). The price will move in tandem with changes in sourcing cost or government tariff directives. • Preferential mechanism: If Tianjin Binran grants a discount to non-connected strategic customers, the Company will bear Y × (0.2/0.66) of that discount, subject to a floor of (Gas Sourcing Price + average management fee per cubic metre for the past three fiscal years). • Settlement: Tianjin Binran will pay monthly by the 20th of the following month.
Annual cap (tax inclusive) limits are set at RMB 209 million for the period from commencement to 31 December 2026, RMB 645 million for 2027 and RMB 703 million for 2028. The caps were derived from historical transaction values—RMB 282 million in 2024, RMB 331 million in 2025 and RMB 302 million for the first four months of 2026—plus an estimated 9 % annual growth and expected demand arising from pipeline upgrades.
Compliance and approval Because Tianjin Binran is an associate of controlling shareholder Jinran China Resources, the transaction constitutes a continuing connected transaction under Chapter 14A of the Hong Kong Listing Rules. An extraordinary general meeting will be held on 28 August 2026 to seek independent shareholders’ approval; Jinran China Resources and its associates (holding 70.54 % of issued shares) will abstain from voting.
An Independent Board Committee comprising all three independent non-executive directors has been formed, and Gram Capital Limited has been appointed as independent financial adviser. Both parties consider the contract terms and caps fair, reasonable and on normal commercial terms. The Board recommends shareholders vote in favour.
Internal controls include monthly reviews of sourcing costs and transaction volumes, monitoring against cap utilisation, and annual auditor verification to ensure compliance with pricing and disclosure requirements.