Bloks Group Limited — Capital/Financing Update 2017

Sep 29, 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.

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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)

DISCLOSEABLE TRANSACTION FINANCE LEASE ARRANGEMENT

On 29 September 2017 (after trading hours), Dao County (as Lessee), China Everbright (as Lessor/ Purchaser), Haotai New Energy (as Vendor), Century Concord and the Company entered into the Finance Lease Arrangement, pursuant to which the Lessor has agreed to purchase the Equipment from the Vendor, and the Lessor has agreed to lease the Equipment to the Lessee for its power plant in Hunan Province, the PRC for a term of 10 years.

As the highest percentage ratio (as defined under the Listing Rules) in respect of the Finance Lease Arrangement exceeds 5% but is less than 25%, the entering into of the Finance Lease Arrangement constitutes a discloseable transaction of the Company and thus is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

FINANCE LEASE ARRANGEMENT

The Board is pleased to announces that, on 29 September 2017 (after trading hours), Dao County (as Lessee), China Everbright (as Lessor/Purchaser), Haotai New Energy (as Vendor), Century Concord and the Company entered into the Finance Lease Arrangement, pursuant to which the Lessor has agreed to purchase the Equipment from the Vendor, and the Lessor has agreed to lease the Equipment to the Lessee for its power plant in Hunan Province, the PRC for a term of 10 years. All Equipment under the Finance Lease Arrangement are/will be purchased and being used by the Group for the operation of a wind power project of the Group in Hunan Province, the PRC. Whilst the Group has booked all the Equipment as its fixed assets in its financial statements pursuant to

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Hong Kong Financial Reporting Standards, as part of the purchase price of the Equipment due to the Vendor is still outstanding, the legal titles of such Equipment remain with the Vendor. Details of the Finance Lease Arrangement are summarized as follows:

(i) Principal terms of the Sales and Purchase Entrustment Agreement

Date of agreement 29 September 2017 Parties to the agreement Purchaser/Lessor: China Everbright Vendor: Haotai New Energy Lessee: Dao County Subject assets The Equipment Consideration paid by the R M B 2 5 3 , 9 3 0 , 0 0 0 . 0 0 ( e q u i v a l e n t t o a p p r o x i m a t e l y Lessor/Purchase HK$299,637,400.00). Basis to determine the Consideration is determined after arm’s length negotiations consideration to acquire between the Purchaser and the Vendor with reference to the the Equipment purchase price paid/ acquire the Equipment payable by the Group to the Vendor for the Equipment

(ii) Principal terms of the Finance Lease Agreement:

Date of agreement 29 September 2017 Commencement of the lease October 2017 term Period of the lease term 10 years Total lease amount payable R M B3 43,76 8 , 9 36 .0 9 (e q u i v a l e n t t o a p p r ox i m a t e l y by the Lessee to the Lessor HK$405,467,344.59) (being the sum of the lease cost of R MB253,930,000.00 and the aggregate interest of R MB89,838,936.09 which is payable in 40 quar terly installments Consultancy fee payable by R M B 7 , 6 1 7 , 9 0 0 . 0 0 ( e q u i v a l e n t t o a p p r o x i m a t e l y the Lessee to the Lessor HK$8,989,122.00) payable by the Lessee to the Lessor before commencement of the lease term

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Security deposit payable by R M B 7 , 6 1 7 , 9 0 0 . 0 0 ( e q u i v a l e n t t o a p p r o x i m a t e l y the Lessee to the Lessor HK$8,989,122.00) payable by the Lessee to the Lessor

Basis to determine the lease The lease payment is agreed between the Lessor and the Lessee payment with reference to the consideration paid by the Lessor to acquire the Equipment and the prevailing market interest rate

Adjustment to the interest Interest (which forms part of the lease consideration) is subject under the Finance Lease to annual adjustment with reference to the benchmark interest Agreement rate for RMB loans with maturity which is the same as the remaining leasing period of the Finance Lease Agreement as promulgated by the People’s Bank of China from time to time

The security deposit shall be used to offset any default caused by Lessee under the Finance Lease Agreement. If there is no event of default, such deposit shall be returned to the Lessee upon the end of the lease period.

Lessee’s option to purchase the Equipment

Payment term The legal ownership of the Equipment will be rested in China Everbright throughout the lease period. Upon the end of the lease period, provided that the Lessee has fulfilled all of its obligations under the Finance Lease Agreement, the Lessee has the option to purchase the Equipment at a consideration of RMB1,000.00

(iii) Other security agreements:

In order to secure Dao County’s obligations under the Financial Lease Arrangement, the following security documents, among others, have also been executed on 29 September 2017 (after trading hours) (the “ Security Agreements ”)

Guarantee agreement

The Company and Century Concord have agreed to provide an irrevocable joint and several liability guarantee to the Lessor, and unconditionally and irrevocably undertake that, upon receipt of a demand from the Lessor, the Company and Century Concord will unconditionally pay the amount demanded by the Lessor, which will be expired two years from the payment due date of the Finance Lease Agreement

Share pledge agreement

Century Concord has agreed to pledge all its equity interest in the Lessee in favour of the Lessor, to secure the obligations of the Lessee under the Finance Lease Agreement

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REASONS FOR AND BENEFIT OF THE TRANSACTION

The entering into of the Finance Lease Arrangement is in the ordinary and usual course of business of the Lessee. The Directors are of the view that under the Finance Lease Arrangement, the Group will obtain financial resources and gain access to the use of the certain other equipment. The terms under the Finance Lease Arrangement has been agreed after arm’s length negotiation among the parties. The Directors consider the terms of the Finance Lease Arrangement are on normal commercial terms, fair and reasonable and are in the interests of the Company and the shareholders of the Company as a whole.

INFORMATION ON THE PARTIES TO THE FINANCE LEASE ARRANGEMENT

China Everbright is a company incorporated in the PRC which is principally engaged in the business of finance leasing. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Lessor and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

The Company is principally engaged in (i) investing in wind and solar power projects and (ii) offering professional technical services and integrated solution to the wind and solar power generation projects.

Dao County is a wholly-owned subsidiary of the Company, which is principally engaged in the wind power plant investment and operation in the PRC.

Haotai New Energy is a limited liability company incorporated in the PRC and a wholly-owned subsidiary of the Company, which is principally engaged in wind power equipment and new energy equipment trade.

LISTING RULES IMPLICATIONS

As the highest percentage ratio (as defined under the Listing Rules) in respect of the Finance Lease Arrangement exceeds 5% but is less than 25%, the entering into of the Finance Lease Arrangement constitutes a discloseable transaction of the Company and thus is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

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

“Century Concord”	Century Concord Wind Power Investment Co., Ltd. *（協合風電投資
	有限公司）, a limited liability company incorporated in the PRC and
	a wholly-owned subsidiary of the Company and holds 100% interest
	in Dao County
“Company”	Concord New Energy Group Limited（協合新能源集團有限公司*）
	(Stock code: 182), 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
“Equipment”	certain machinery and equipment for the operation of a wind power
	project in Hunan Province, the PRC under the Finance Lease
	Agreement
“Finance Lease Agreement”	the agreement entered into between the Lessee and the Lessor dated
	29 September 2017, including all of its attachment documents
	and attachment forms in respect of the lease of the Equipment, as
	described in the section headed “Finance Lease Arrangement” in this
	announcement
“Finance Lease Arrangement”	Finance Lease Agreement, Sale and Purchase Agreement, other
	security agreements and the transactions contemplated thereunder
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Administrative Region of the PRC
“Lessee”/“Dao County”	Dao County Century Concord Wind Power Co, Ltd*（道縣協合風力
	發電有限公司）, a limited liability company incorporated in the PRC
	and a wholly-owned subsidiary of the Company
“Lessor”/“Purchaser”/“China	Everbright Financial Leasing Co. Ltd.*（光大金融租賃股份有限公
Everbright”	司）, a third party independent of the Company and its connected
	persons

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“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

The People’s Republic of China

“PRC” The People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Sales and Purchase an agreement entered into among Dao County, China Everbright Entrustment Agreement” and Haotai New Energy dated 29 September 2017 pursuant to which Haotai New Energy agreed to supply certain equipment to China Everbright “Stock Exchange” The Stock Exchange of Hong Kong Limited

“Vendor”/ Haotai New Energy Equipment Co. Ltd.*（浩泰新能源裝備有限 “Haotai New Energy” 公司）, a limited liability company incorporated in the PRC and a wholly owned subsidiary of the Company

For illustration purpose of this announcement, the exchange rate of RMB1=HK$1.18.

For and on behalf of

Concord New Energy Group Limited Liu Shunxing Chairman

Hong Kong, 29 September 2017

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), Mr. Yu Weizhou (Chief Executive Officer), Mr. Niu Wenhui and Mr. Gui Kai (all of above are also executive Directors), Mr. Wu Shaohua (who is 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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