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Bloks Group Limited — Capital/Financing Update 2007
Jun 7, 2007
49127_rns_2007-06-07_accac643-c0db-422b-8704-919631252130.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
HONG KONG PHARMACEUTICAL HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
(Stock code: 182)
FURTHER ANNOUNCEMENT REGARDING VERY SUBSTANTIAL ACQUISITION FORMATION OF A JOINT VENTURE
The Company refers to the Announcement dated 21 May 2007 in respect of the proposed acquisition of the entire issued capital of Wind Power by the Company. The Company has been informed by the Vendor that on 6 June 2007, Century Concord Energy (a whollyowned subsidiary of Wind Power) and Shanghai Shenhua entered into (i) the Framework Agreement to jointly establish joint venture companies to develop wind farm projects in the PRC and (ii) the JV Contract to jointly establish the JV at 太仆寺旗 in Inner Mongolia Autonomous Region, the PRC to undertake one of the wind farm projects under the Framework Agreement.
The registered capital of the JV shall be RMB136 million (approximately HK$139.1 million). Each of Century Concord Energy and Shanghai Shenhua shall hold a 50% equity interest in the JV and contribute RMB68 million (approximately HK$69.6 million) to the registered capital of the JV in cash.
The Acquisition constitutes a very substantial acquisition for the Company and is subject to approval from the Shareholders at the SGM. The proposed establishment of the JV by Wind Power will not affect the Acquisition under the relevant S&P Agreement.
INTRODUCTION
The Company refers to the Announcement dated 21 May 2007 in respect of the proposed Acquisition of the entire issued capital of Wind Power by the Company.
The Company has been informed by the Vendor that on 6 June 2007, Century Concord Energy (a wholly-owned subsidiary of Wind Power) entered into the Framework Agreement and the JV Contract with Shanghai Shenhua. Pursuant to the Framework Agreement, Century Concord Energy and Shanghai Shenhua have agreed to establish 50/50 joint-ventures to develop wind farm projects in certain areas in the PRC.
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Pursuant to the JV Contract, both parties will jointly establish a sino-foreign equity joint venture with limited liability at 太仆寺旗 in Inner Mongolia Autonomous Region, the PRC under the name of The Inner Mongolia Centuryconcord-Shenhua Wind Power Investment Limited (內蒙古申華協合風力發電投資有限公司) to develop one of the wind farm projects under the Framework Agreement.
THE FRAMEWORK AGREEMENT
On 6 June 2007, Century Concord Energy and Shanghai Shenhua entered into the Framework Agreement pursuant to which Century Concord Energy and Shanghai Shenhua have agreed to establish 50/50 joint-venture companies to develop wind farm projects in the following areas, subject to further negotiation on the investment amounts and terms, and the entering into of formal joint venture agreements:
| Project | First phase capacity |
|---|---|
| 太仆寺旗貢寶拉格in Inner Mongolia | |
| Autonomous Region_(note)_ | 50MW |
| 二連浩特in Inner Mongolia | |
| Autonomous Region | 20MW |
| 阜新市漳武縣in Liaoning province | 50MW |
| 鎮賚縣in Jilin province | 50MW |
Note: The wind farm project in 太仆寺旗貢寶拉格 in Inner Mongolia Autonomous Region relates to the cooperative development agreement entered into between 內蒙古自治區鍚林郭勒盟太仆寺旗 人民政府 and Century Concord Holdings Limited dated 18 August 2006, being one of the cooperative development agreements entered into by the Wind Power Group as set out in the Announcement. The JV will be established to undertake such wind farm project. Pursuant to the said cooperative development agreement and the understanding with 內蒙古自治區鍚林郭勒盟 太仆寺旗人民政府 , the JV, after its establishment, will be responsible for the development of the wind farm project under the said cooperative development agreement with the assistance and facilitation of 內蒙古自治區鍚林郭勒盟太仆寺旗人民政府 .
Save for the JV Contract described below, no formal joint venture agreements have been reached between Century Concord Energy and Shanghai Shenhua to develop the above wind farm projects.
THE JV
On 6 June 2007, Century Concord Energy entered into the JV Contract with Shanghai Shenhua to jointly establish the JV to develop the wind farm project at 太仆寺旗貢寶拉格 in Inner Mongolia Autonomous Region, being one of the wind farm projects under the Framework Agreement as described above.
Name
The Inner Mongolia Centuryconcord-Shenhua Wind Power Investment Limited (內蒙古申華 協合風力發電投資有限公司)
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Joint venture parties
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(a) Shanghai Shenhua; and
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(b) Century Concord Energy
Registered capital and total investment of the JV
Registered capital: RMB136 million (approximately HK$139.1 million)
Total investment: RMB397 million (approximately HK$406.2 million)
Each of Century Concord Energy and Shanghai Shenhua shall hold a 50% equity interest in the JV and contribute RMB68 million (approximately HK$69.6 million) to the registered capital of the JV in cash.
The remaining part of the total investment of the JV of RMB261 million (approximately HK$267 million) can be in the form of external debts raised by the JV and/or shareholders’ loans from the joint venture partners. Apart from the capital contribution mentioned above, Century Concord Energy does not have any further commitment to make any further capital contribution to the JV (either in form of equity or loan).
The Company understands from Wind Power that Century Concord Energy intends to satisfy its capital contribution commitment by internal resources and/or borrowings.
Each of Century Concord Energy and Shanghai Shenhua shall contribute to the registered capital of the JV in accordance with the following schedule:
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(i) within 90 days from the grant of the business license of the JV, each of Century Concord Energy and Shanghai Shenhua shall contribute RMB40.8 million (approximately HK$41.7 million); and
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(ii) within 180 days from the grant of the business license of the JV, each of Century Concord Energy and Shanghai Shenhua shall contribute RMB27.2 million (approximately HK$27.8 million).
Scope of business
Pursuant to the JV Contract, the scope of business of the JV will be the development, construction, and operation of wind power electricity facilities, as well as providing consultancy services, training, technical support, research and development and engineering services in respect of the wind power projects.
Term of the JV
The JV shall have an initial term of 30 years commencing from the establishment date of the JV.
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INFORMATION ON SHANGHAI SHENHUA
Shanghai Shenhua is an investment holding company whose shares are listed on the Shanghai Stock Exchange. Shanghai Shenhua, through its subsidiaries, trades automobiles, manufactures motor vehicle parts and develops real estates. Shanghai Shenhua also has operation in the travel, food and entertainment industry.
REASONS FOR THE ESTABLISHMENT OF THE JV
The Wind Power Group is principally engaged in the generation and sale of electricity by wind power in the PRC. The Company understands from the Vendor that the establishment of the JV pursuant to the JV Contract will allow the Wind Power Group to further develop its wind power business in the PRC.
THE ACQUISITION
As set out in the Announcement, on 29 April 2007, the Company and the Vendor entered into the S&P Agreement. Pursuant to the S&P Agreement, the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the entire issued share capital of Wind Power subject to the terms and conditions of the S&P Agreement. Please refer to the announcement dated 21 May 2007 for the details of the Acquisition.
The Acquisition constitutes a very substantial acquisition for the Company and is subject to approval from the Shareholders at the SGM. The establishment of the JV will not affect the proposed Acquisition under the S&P Agreement and the terms and conditions of the S&P Agreement remain unchanged.
BOARD OF DIRECTORS
As at the date of this announcement, the Board comprises Mr. Ko Chun Shun, Johnson, Mr. Tsoi Tong Hoo, Tony, Mr. Chan Kam Kwan, Jason, Mr. Wong Fan, Frank, and Mr. Yeung Heung Yeung (who are executive Directors), Mr. Kelvin Edward Flynn (who is a non-executive Director), and Mr. Ho Tak Man, Billy, Mr. Yap Fat Suan and Dr. Wong Yau Kar, David (who are independent non-executive Directors).
DEFINITIONS
In this announcement, capitalized terms have the meanings as defined in the Announcement or the following meanings:
“Announcement” the announcement of the Company made by the Company dated 21 May 2007 in respect of the Acquisition
“Century Concord Energy” Century Concord Energy Investment Limited, a company incorporated in the British Virgin Islands
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“Framework Agreement”
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the agreement dated 6 June 2007 entered into between Century Concord Energy and Shanghai Shenhua that Century Concord Energy and Shanghai Shenhua will jointly develop certain wind power projects in certain areas
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“JV”
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The Inner Mongolia Centuryconcord-Shenhua Wind Power Investment Limited (內蒙古申華協合風力發電投資有限公司) , a sino-foreign equity joint venture with limited liability to be established by Century Concord Energy and Shanghai Shenhua at 太仆寺旗 in Inner Mongolia Autonomous Region, the PRC
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“JV Contract”
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the agreement dated 6 June 2007 entered into between Century Concord Energy and Shanghai Shenhua relating to the proposed establishment of the JV
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“Shanghai Shenhua”
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Shanghai Shenhua Holdings Co., Ltd, (上海申華控股股份有 限公司), an investment holding company whose shares are listed on the Shanghai Stock Exchange
By order of the Board
HONG KONG PHARMACEUTICAL HOLDINGS LIMITED Ko Chun Shun, Johnson Chairman
- 6 June 2007, Hong Kong
Please also refer to the published version of this announcement in the China Daily.
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