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74.85 million yuan! Disputes arise over investment in the polyether cooperation project, arbitration hearing between Aoke Co., Ltd. and Sinopec is imminent.
ShuaiJie Consulting 2025-03-28 10:36:38

On March 21, 2024, Liaoning Okere Chemical Co., Ltd. (referred to as "Okere Co.") announced that it recently received a "Notice of Arbitration Proceedings for Case No. DC20243852 Concerning Memorandum Dispute" issued by the China International Economic and Trade Arbitration Commission (numbered [2025] China Interc. Econ. & Trade Arb. Comm'n Beijing No. 023743). According to the notice, the arbitration committee will hold a hearing on April 15, 2025 (Tuesday) to adjudicate the memorandum dispute between Okere Chemical and Sinopec Group Asset Management & Operation Co., Ltd. (referred to as "Sinopec").

Aoke Co., Ltd. has long been involved in the Tianjin polyether project. As early as 2022, the company planned to participate in the investment of the newly established Tianjin Polyether New Materials Co., Ltd. (in preparation) through a public bidding process. It is reported that the Polyether Department of Sinopec Tianjin Petrochemical Branch has a total production capacity of 95,000 tons/year for downstream polyether polyol products from propylene oxide.

Due to Oak Corporation's decision in August 2024 to terminate the polyether cooperation project, there is currently a dispute between the parties regarding whether there is a right to retain the 30% (deposit) of the investment amount.

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Overview of the Progress of the Tianjin Polyether Project

On April 13, 2022, the 20th meeting of the fifth board of directors of Aoke Co., Ltd. reviewed and approved the proposal on participating in the new establishment project of Tianjin Polyether New Materials Co., Ltd. (in preparation) through public listing. The company agreed to participate in the new joint venture project at an appropriate price based on the information from the Polyether Department of Sinopec Tianjin Petrochemical Company, as publicly announced by the Beijing Property Exchange.

On May 31, 2022, Aoke Share received the "Notice of Confirmation of Qualification of Intended Investor" issued by Beijing Property Exchange, confirming the company as a qualified intended investor. The company signed the "Joint Venture Contract" with Sinopec and agreed that: Aoke Share would contribute RMB 249.5 million in cash, and Sinopec would contribute the assets of the Polyether Department of Tianjin Petrochemical, valued at RMB 166.1103 million. Both parties would jointly invest to establish a joint venture - Tianjin Aoke Polyether Co., Ltd.

● From April to June 2022, Aoke Company paid a 30% deposit (RMB 74.85 million) and the remaining 70% of the investment amount (RMB 174.65 million) to the Beijing Property Exchange, and received a capital increase certificate from the Beijing Property Exchange confirming that the company had fully paid the investment amount of RMB 249.5 million. However, the project's progress was not without difficulties.

On August 3, 2024, the 11th meeting of the 6th Board of Directors of OKE Co., Ltd. reviewed and approved the "Proposal on Terminating the Investment and New Project Cooperation for the Establishment of Tianjin Polyether New Materials Co., Ltd." The board agreed to terminate the cooperation between the company and Sinopec regarding the Tianjin Polyether project. On August 5, the company and Sinopec signed a Memorandum. In August, OKE Co., Ltd. received a refund of 70% of the investment amount, 174.65 million yuan, from the Beijing Property Exchange Center. The Beijing Property Exchange Center transferred 30% of the investment amount, 74.85 million yuan, to the designated account of Sinopec. The investment amount of 74.85 million yuan will be held in the designated account of Sinopec as stipulated in the Memorandum, pending resolution of the dispute.

In January 2025, the company submitted an arbitration application to the arbitration committee. The arbitration tribunal decided to hold a hearing on the memorandum dispute case on April 15, 2025 (Tuesday).

Facts, claims, etc. of arbitration cases

Applicant: Liaoning Aoke Chemical Co., Ltd.

Respondent: Sinopec Group Asset Management Co., Ltd.

Arbitration Basis: The applicant and the respondent signed a "Memorandum" on August 5, 2024. Article 3 stipulates, "Regarding 30% of the investment amount (the deposit), there are still disputes between both parties: Party A believes that it has the right to withhold the deposit according to the relevant contract provisions, while Party B believes that Party A has no right to withhold the deposit. Therefore, both parties agree to resolve this dispute through arbitration at the China International Economic and Trade Arbitration Commission located in Beijing."

Arbitration request:

Request for a legal ruling for the respondent to return the applicant's investment principal of 74,850,000 yuan and the interest on the occupied funds of 762,649.73 yuan.

2. Request a legal ruling for the respondent to pay the applicant for the expenses and losses incurred due to the non-establishment of the new company, totaling 19,887,461.28 yuan for now;

3. Request a legal ruling that the respondent shall bear all arbitration fees and preservation fees of 5,000 yuan in this case.

Why did Oak Corporation initially decide to invest in the project?

Aokexin Co., Ltd. is the largest and most widely distributed manufacturer of green low-carbon fine chemical new materials derived from epoxy ethylene in China, and one of the world's largest suppliers of such materials. The company focuses on research, production, and sales of eco-friendly, low-carbon fine chemical new materials derived from epoxy ethylene and ethylene. Currently, it has formed two major product sectors: traditional epoxy-derived products, including polycarboxylate superplasticizer monomers, pharmaceutical auxiliaries, and non-ionic surfactants; and new energy material products mainly consisting of Ethylene Carbonate (EC) and Dimethyl Carbonate (DMC).

The parties agreed that Oxiranchem would contribute 249.5 million yuan in cash (a 60% equity stake), while Sinopec would contribute assets from its Tianjin Petrochemical Polyether Division valued at 166.1103 million yuan, jointly establishing Tianjin Oxiranchem Polyether Co., Ltd.

 

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OKE Corporation previously stated that the Polyether Department of Tianjin Petrochemical is located in the Binhai New Area of Tianjin, situated in the southeast of the city, bordering the Bohai Bay to the east. Its geographical advantage is evident, and the area is rich in resources. Additionally, the comprehensive public engineering facilities of Tianjin Petrochemical are well-equipped, which is conducive to leveraging the cost and competitive advantages of the upstream and downstream industrial chains. This can enrich the company's product structure and extend the polyether industry chain, further improving the company’s regional layout along the coast and rivers. Through this project, OKE Corporation will be able to improve its epoxy sector on the basis of existing epoxy ethane and its derivatives, smoothly enter the market for epoxy propane business, and achieve coordinated development of both businesses by leveraging the resource advantages of Tianjin Petrochemical.

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