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Bloks Group Limited — Capital/Financing Update 2016
Feb 2, 2016
49127_rns_2016-02-02_7c9af6a2-4a7d-4480-8020-bab2775443b6.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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Concord New Energy Group Limited
(incorporated in Bermuda with limited liability)
(Stock Code: 182)
DISCLOSEABLE TRANSACTION CONTRACT REGARDING PURCHASE OF SOLAR POWER ELECTRICITY GENERATION EQUIPMENT
On 2 February 2016, the Group and the Supplier entered into the Purchase Contract regarding the purchase of solar power electricity generation equipment from the Supplier for the Group’s solar power projects located in Shaanxi ( 陝西 ), the PRC. The Supplier is an Independent Third Party.
The Group will purchase solar power electricity generation equipment from the Supplier under the Purchase Contract amounting to a total consideration of RMB 215,255,040 (equivalent to approximately HK$256,153,498).
The transactions under the Purchase Contract constitute a disclosable transaction for the Company as the applicable percentage ratios in respect of the transactions exceed 5% but all of the related percentage ratios are less than 25% and are thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
BACKGROUND
On 2 February 2016, the Group and the Supplier entered into the Purchase Contract regarding the purchase of solar power electricity generation equipment from the Supplier for the Group’s solar power project located in Shaanxi ( 陝西 ), the PRC. The Supplier is an Independent Third Party.
The Group will purchase solar power electricity generation equipment from the Supplier under the Purchase Contract amounting to a total consideration of RMB215,255,040 (equivalent to approximately HK$256,153,498).
THE PURCHASE CONTRACT
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* for identification purpose only
Terms of the Purchase Contract are summarized as follows:
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Date : 2 February 2016 Parties: : Jilin Tianhe Wind Power Equipment Manufacturing Operation and Maintenance Ltd.* (吉林省天合風電裝備製造運行維護有限公司) , a wholly owned subsidiary of the Company, the buyer
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Shaanxi Tuori New Energy Technology Ltd* (陝西拓日新能源科技有限公 司) , an Independent Third Party, the Supplier
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Consideration : RMB215,255,040 (equivalent to approximately HK$256,153,498)
Under the Purchase Contract, the Group has agreed to buy from the Supplier solar power generation facilities of 50MW for the solar power projects of the Group in Shaanxi ( 陝西 ), the PRC.
The above consideration payable by the Group includes fees in relation to, inter alia, the purchase of machinery and equipment and technical support services to be provided by the Supplier, tax payment and delivery and insurance costs. The Supplier will provide a warranty period of 10 years in respect of the machinery and equipment supplied.
The Group shall pay the Supplier the consideration by installment based on the stages of completion of the Purchase Contract.
THE SUPPLIER
The Supplier is a supplier of solar power machinery and equipment in the PRC. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Supplier and its ultimate beneficial owner(s) are third parties independent of the Company and the connected persons of the Company.
REASONS FOR AND BENEFIT OF THE TRANSACTIONS
The Company is principally engaged in (i) investing in various wind and solar power projects and (ii) offering professional technical services and integrated solution to the wind and solar power generation projects.
It is in the ordinary and usual course of business of the Group to build solar power plants in the PRC, including, among other projects, the subject projects in Shaanxi, the PRC. The purchases of the machinery and equipment from the Supplier under the Purchase Contract represent part of the Group’s ordinary investments in its solar power projects.
The Purchase Contract were entered into after the Group’s tender process. The Group evaluated
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the terms of the contract based on, among other factors, the specifications and needs of the Group, the credentials and experience of the Supplier, the quality of the products to be supplied by the Supplier, the services agreed to be rendered by the Supplier, the products warranty provided by the Supplier and the terms offered by other suppliers to the Group.
The Directors (including the independent non-executive Directors) consider that the overall terms offered by the Supplier under the Purchase Contract are fair and reasonable and are in the interests of the Company and its shareholders as a whole.
The purchases under the Purchase Contract will be financed by internal resources of the Group and/ or borrowings.
GENERAL
The transactions under the Purchase Contract constitute a disclosable transaction for the Company as the applicable percentage ratios in respect of the transaction exceed 5% but all of the related percentage ratios are less than 25% and are thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
None of the Directors have any material interest in the Purchase Contracts and accordingly, they were not required to and did not abstain from voting on the board resolutions approving the terms of the Purchase Contracts and the transactions contemplated thereunder.
DEFINITIONS
“Company”
Concord New Energy Group Limited, a company incorporated in Bermuda with limited liability, the ordinary shares of which are listed on the main board of the Stock Exchange
“Director(s)” the director(s) of the Company
- “Group” the Company and its subsidiaries
“Independent Third Party” any person/entity who/which is a third party independent of the Company and the connected persons of the Company
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“MW” 1,000Kilowatt , the commonly used unit of power in quantifying the electricity generation
- “PRC” the People’s Republic of China
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“Purchase Contract”
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the solar farm machinery and equipment purchase contract entered into between Jilin Tianhe Wind Power Equipment Manufacturing Operation and Maintenance Ltd.* (吉林省天合風電裝備製造運行維 護有限公司) , a wholly owned subsidiary of the Company and the Supplier dated 2 February 2016
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“RMB” Renminbi, the lawful currency of the PRC
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“Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company
“Shareholder(s)” holder(s) of the Shares
“Supplier” Shaanxi Tuori New Energy Technology Ltd* (陕西拓日新能源科技有 限公司) , an Independent Third Party
“Stock Exchange” The Stock Exchange of Hong Kong Limited
The translation of RMB into HK$ is based on the exchange rate of RMB1.00 to HK$1.19, and are provided for information purposes only.
For and on behalf of Concord New Energy Group Limited Liu Shunxing Chairman
Hong Kong, 2 February 2016
As at the date of this announcement, the Board comprises Mr. Liu Shunxing (Chairman), Mr. Yang Zhifeng and Ms. Liu Jianhong(Co-Vice Chairpersons) , Mr. Yu Weizhou (Chief Executive Officer), Mr. Gao Fuchun (who is non-executive director), Dr. Wong Yau Kar, David, BBS, JP, Mr. Yap Fat Suan, Dr. Shang Li and Ms Huang Jian (who are independent non-executive directors).
* For identification purposes only
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