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Bloks Group Limited — Capital/Financing Update 2016
Jan 26, 2016
49127_rns_2016-01-26_8e534aae-b7a8-4e78-8724-bd8dd8b69e79.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 WIND POWER ELECTRICITY GENERATION EQUIPMENT
Reference is made to the Announcement dated 23 July 2015 in relation to Purchase Contract 1 entered into between the Group and the Supplier (an Independent Third Party) regarding the purchase of the Equipment by the Group from the Supplier.
The board of Directors is pleased to announce that on 26 January 2016 (after trading hours), the Group and the Supplier entered into Purchase Contract 2 regarding the purchase of additional Equipment amounting to a total consideration of RMB213,600,000 (equivalent to approximately HK$254.18 million) by the Group from the Supplier for the wind farm project of the Group in Hunan province (湖南省), the PRC.
As the Purchase Contracts were entered into between the same parties, the Transactions are required to be aggregated for the purpose of percentage ratios calculation pursuant to Rules 14.22 and 14.23 of the Listing Rules. As an applicable percentage ratio in respect of the Transactions exceeds 5% but all applicable percentage ratios are otherwise less than 25%, the Transactions under the Purchase Contracts in aggregate constitute a discloseable transaction for the Company. They are thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. None of the Directors and their associates have any material interest in the Purchase Contracts and accordingly, the Directors 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.
BACKGROUND
Reference is made to the Announcement dated 23 July 2015 in relation to Purchase Contract 1 entered into between the Group and the Supplier (an Independent Third Party) regarding the purchase of the Equipment by the Group from the Supplier.
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The board of Directors is pleased to announce that on 26 January 2016 (after trading hours), the Group and the Supplier entered into Purchase Contract 2 regarding the purchase of additional Equipment amounting to a total consideration of RMB213,600,000 (equivalent to approximately HK$254.18 million) by the Group from the Supplier for the wind farm project of the Group in Hunan province (湖南省), the PRC.
PURCHASE CONTRACT 2
The principal terms of the Purchase Contract 2 are summarised as follows:
- Date : 26 January 2016 Parties: : Xinjiang Goldwind Science & Technology Co., Ltd.*(新疆金風科技股份有限公司) as supplier and TCCH (a wholly owned subsidiary of the Company, the buyer)
Consideration : RMB213,600,000 (equivalent to approximately HK$254.18 million) in total
Under Purchase Contract 2, the Group has agreed to buy from the Supplier the Equipment (including turbines, electricity generation systems, control systems hardware and software, etc.) for 24 sets of wind power generation facilities of 2,000KW each to the wind farm project of the Group in Hunan Province (湖南省), the PRC.
The amount of the above consideration payable by the Group is on normal commercial terms and is determined primarily with reference to the unit price and quantity of each machinery, equipment or part forming part of the Equipment as set out in Purchase Contract 2. The amount of consideration also includes fees in relation to, inter alia, the technical support services to be provided by the Supplier, tax payment, delivery costs and insurance costs.
According to Purchase Contract 2, the Supplier shall pay to the Group 10% of the above consideration within 15 days from the effective date of Purchase Contract 2 as performance bond (the “Performance Bond”) for any breach of its obligations under Purchase Contract 2, which shall be refunded to the Supplier within 30 days after completion of the pre-examination of the relevant Equipment. 10% of the above consideration shall be payable within 35 days after receipt of the Performance Bond deposit and evidence of such payment. The outstanding balance of the consideration will be payable by installment based on the stages of completion of Purchase Contract 2 including the time of delivery and examination of Equipment on the terms of Purchase Contract 2. The consideration will be payable in cash or by way of issuing acceptance bill of exchange. The purchase under Purchase Contract 2 will be financed by internal resources of the Group and borrowings.
The Supplier will provide a warranty period of 5 years from the issue of the wind power generator equipment circuit pre-examination certificate in respect of the Equipment supplied.
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THE SUPPLIER
The Supplier is a supplier of wind power machinery and equipment in the PRC. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, 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 plants and (ii) offering professional technical services and integrated solution to the development of wind and solar power generation projects.
The Group is building a wind power farm in the Hunan province of the PRC. The purpose of entering into the Purchase Contracts is to purchase machinery and equipment necessary for the construction of the wind power electricity generation facilities which is in the ordinary and usual course of business of the Group.
Purchase Contract 2 was entered into after the Group’s tender process organized under the applicable laws and regulations in the PRC. The Group considers that the overall terms offered by the Supplier under Purchase Contract 2 represent the best offer made to the Group. The Group evaluated 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 Purchase Contract 2 represent market terms and are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.
IMPLICATIONS OF THE LISTING RULES
Reference is made to the Announcement. As the Purchase Contracts were entered into among the same parties, the Transactions are required to be aggregated for the purpose of percentage ratios calculation pursuant to Rules 14.22 and 14.23 of the Listing Rules. As an applicable percentage ratio in respect of the Transactions exceeds 5% but all applicable percentage ratios are otherwise less than 25%, the Transactions under the Purchase Contracts in aggregate constitute a discloseable transaction for the Company. They are thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. None of the Directors and their associates have any material interest in the Purchase Contracts and accordingly, the Directors were not required to and did not abstain from voting on the board resolution approving the terms of the Purchase Contracts and the Transactions contemplated thereunder.
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DEFINITIONS
| “Announcement” | the announcement of the Company dated 23 July 2015 in relation to |
|---|---|
| Purchase Contract 1 | |
| “associates” | has the meaning ascribed to it by the Listing Rules |
| “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 | |
| “connected person(s)” | has the meaning ascribed to it by the Listing Rules |
| “Director(s)” | the director(s) of the Company |
| “Equipment” | wind power generation equipment and their ancillary facilities, services |
| and documents forming the subject of Purchase Contract 1 or Purchase | |
| Contract 2, as the case maybe | |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollar(s), the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “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 |
| “KW” | Kilowatt (1,000 watts), the commonly used unit of power in quantifying |
| the electricity generation | |
| “percentage ratio(s)” | the percentage ratio(s) as defined in Chapter 14 of the Listing Rules |
| “PRC” | The People’s Republic of China (excluding, for the purpose of this |
| announcement, Hong Kong, the Macao Special Administrative Region | |
| of the PRC and Taiwan) | |
| “Purchase Contract 1” | the contract entered into between the Group and the Supplier on 23 |
| July 2015 in relation to the sale and purchase of the Equipment | |
| “Purchase Contract 2” | the contract entered into among TCCH, the Supplier and another wholly |
| owned subsidiary of the Company on 26 January 2016 in relation to the | |
| sale and purchase of the Equipment |
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“Purchase Contracts” Purchase Contract 1 and Purchase Contract 2 “RMB” Renminbi, the lawful currency of the PRC “Supplier” Xinjiang Goldwind Science & Technology Co., Ltd.*(新疆金風科技股 份有限公司 , a limited liability company incorporated in the PRC
-
“Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed to it by the Listing Rules
-
“TCCH” Tianjin Century Concord Huaxing Wind Power Equipment Co., Ltd.* (天津協合華興風電裝備有限公司), a limited liability company incorporated in the PRC and a wholly owned subsidiary of the Company
-
“Transactions” transactions contemplated under the Purchase Contracts “%” per cent
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, 26 January 2016
As at the date of this announcement, the Board comprises Mr. Liu Shunxing (Chairman), Mr. Yang Zhifeng and Ms. Liu Jianhong (who are Co-Vice Chairpersons) and Mr. Yu Weizhou (Chief Executive Officer) , Mr. Gao Fuchun (who is non-executive director) and Dr. Wong Yau Kar, David,BBS,JP, Mr. Yap Fat Suan, Henry, Dr. Shang Li and Ms. Huang Jian (who are independent non-executive directors).
- For identification purposes only
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