Bloks Group Limited — Capital/Financing Update 2017

Nov 6, 2017

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

These materials contained in this announcement are not for distribution, publication or circulation, directly or indirectly, in or into the United States.

This announcement is solely for the purpose of reference and does not constitute an offer of securities for sale or an invitation to purchase securities in the United States or any other jurisdiction. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the United States. Unless exempt from registration and in compliance with the securities laws of any state or other jurisdiction of the United States, the securities described herein may not be sold, offered for sale, resold, transferred or delivered, directly or indirectly, within the United States. There will be no public offer or sale of the securities described herein in the United States.

Concord New Energy Group Limited 協合新能源集團有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 182)

PROPOSED ISSUE OF US$ SENIOR NOTES

The Company proposes to conduct an international offering of US$ senior notes to institutional investors.

The Company has appointed Merrill Lynch International as the sole global coordinator and Merrill Lynch International, BOC International and China Everbright Bank Hong Kong Branch as the joint lead managers and joint bookrunners in respect of the Proposed Notes Issue.

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcements in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

THE PROPOSED NOTES ISSUE

A. Introduction

The Company proposes to conduct an international offering of US$ senior notes to institutional investors.

The Company has appointed Merrill Lynch International as the sole global coordinator and Merrill Lynch International, BOC International and China Everbright Bank Hong Kong Branch as the joint lead managers and joint bookrunners in respect of the Proposed Notes Issue.

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Terms of the Proposed Notes Issue, including the aggregate principal amount, the offer price and interest rate, will be determined through a book-building exercise to be conducted. Upon finalization of the terms of the US$ Senior Notes, Merrill Lynch International as the sole global coordinator and Merrill Lynch International, BOC International and China Everbright Bank Hong Kong Branch as the joint lead managers and joint bookrunners in respect of the Proposed Notes Issue, the Company and the Subsidiary Guarantors will enter into a Purchase Agreement and other ancillary documents.

The US$ Senior Notes will not be offered to the public in Hong Kong and it is not expected that any of the US$ Senior Notes will be placed to any connected persons of the Company.

The US$ Senior Notes have not been and will not be registered under the Securities Act. The US$ Senior Notes will only be offered outside of the United States in compliance with Regulation S under the Securities Act.

B. Proposed Use of Proceeds

The Company is an investment holding company and the Group is principally engaged in the investment in power plants and engineering, procurement, construction, power plant operation and maintenance.

Completion of the Proposed Notes Issue is subject to market conditions and investor interest. If the US$ Senior Notes are issued, the Company intends to use the net proceeds from the Proposed Notes Issue to finance its wind and solar power projects, repay existing debts and for general corporate purposes in compliance with applicable laws and regulations. The Company may adjust the foregoing plans in response to changing market conditions and thus reallocate the use of the proceeds.

C. Listing

The Company will seek a listing of the US$ Senior Notes on the Stock Exchange. Confirmation of the eligibility for the listing of the US$ Senior Notes has been received by the Company from the Stock Exchange. Admission of the US$ Senior Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, their associated companies or the US$ Senior Notes.

D. General

As no binding agreement in relation to the Proposed Notes Issue has been entered into among the Company and the joint bookrunners as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcements in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

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DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Board”	the board of Directors;
“BOC International”	BOCI Asia Limited, one of the joint lead managers and one of the
	joint bookrunners in respect of the Proposed Notes Issue;
“China Everbright Bank	China Everbright Bank Co., Ltd., Hong Kong Branch, one of the
Hong Kong Branch”	joint lead managers and one of the joint bookrunners in respect of
	the Proposed Notes Issue;
“Company”	Concord New Energy Group Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed on
	the main board of the Stock Exchange;
“connected person”	has the meaning ascribed to it under the Rules Governing the
	Listing of Securities on the Stock Exchange;
“Director(s)”	the director(s) of the Company;
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Merrill Lynch International”	Merrill Lynch International, the sole global coordinator and one
	of the joint lead managers and one of the joint bookrunners in
	respect of the Proposed Notes Issue;
“Proposed Notes Issue”	the proposed issue of the US$ Senior Notes by the Company;
“Purchase Agreement”	the purchase agreement proposed to be entered into by and
	among the Company, the Subsidiary Guarantors, Merrill Lynch
	International, BOC International and China Everbright Bank Hong
	Kong Branch in relation to the issue of the Proposed Notes Issue;
“Securities Act”	The United States Securities Act of 1933, as amended from time
	to time;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subsidiary Guarantors”	certain existing subsidiaries of the Company providing guarantees
	for the US$ Senior Notes;
“United States” or “U.S.”	the United States of America;

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“US$”

the lawful currency of the United States;

“US$ Senior Notes”

the US$ senior notes to be issued by the Company subject to the terms and conditions of the Purchase Agreement;

“%”

per cent.

For and on behalf of Concord New Energy Group Limited Liu Shunxing Chairman

Hong Kong, 7 November 2017

As at the date of this announcement, the Board comprises Mr. Liu Shunxing (Chairman), Ms. Liu Jianhong (Vice Chairperson), Mr. Yu Weizhou (Chief Executive Officer) and Mr. Niu Wenhui and Mr. Gui Kai (all of above are also executive Directors), Mr. Wu Shaohua (who is a non-executive Director) and 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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