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Bloks Group Limited — Capital/Financing Update 2018
Apr 9, 2018
49127_rns_2018-04-09_9fd2ab31-77dd-4ee0-a673-b4cf07fdec5b.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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(Incorporated in Bermuda with limited liability) (Stock code: 182)
DISCLOSEABLE TRANSACTION CONTRACT REGARDING PURCHASE OF WIND POWER ELECTRICITY GENERATION EQUIPMENT
The board of Directors is pleased to announce that on 9 April 2018, the Group and the Supplier entered into the Purchase Contract 1 and the Purchase Contract 2 regarding the purchase of wind power electricity generation equipment amounting to a total consideration of RMB178,000,000 (equivalent to approximately HK$221,610,000) and RMB125,400,000 (equivalent to approximately HK$156,123,000) by the Group from the Supplier for the wind farm project of the Group in Hubei province (湖北省) and Anhui province (安徽省), the PRC. The Supplier is an Independent Third Party.
As an applicable percentage ratio in respect of the transaction under the Purchase Contract 1 and Purchase Contract 2 together exceeds 5% but all applicable percentage ratios are otherwise less than 25%, the transaction under the Purchase Contract constitutes a discloseable transaction for the Company and thus is 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 Contract.
BACKGROUND
The board of Directors is pleased to announce that on 9 April 2018, the Group and the Supplier entered into the Purchase Contract 1 and the Purchase Contract 2 regarding the purchase of wind power electricity generation equipment amounting to a total consideration of RMB178,000,000 (equivalent to approximately HK$221,610,000) and RMB125,400,000 (equivalent to approximately HK$156,123,000) by the Group from the Supplier for the wind farm project of the Group in Hubei province (湖北省) and Anhui province (安徽省), the PRC. The Supplier is an Independent Third Party.
PURCHASE CONTRACT 1
The Principal Terms of the Purchase Contract are summarized as follows:
Date : 9 April 2018
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- Parties: : Haotai New Energy Equipment Ltd.* ( 浩泰新能源裝備有限公司 ), a wholly owned subsidiary of the Company, the buyer
Ming Yang Smart Energy Group., Ltd.* (明陽智慧能源集團股 份公司), an Independent Third Party, the Supplier
Consideration : RMB178,000,000 (equivalent to approximately HK$ 221,610,000)
Under the Purchase Contract 1, the Group has agreed to buy from the Supplier wind power generation facilities for the wind farm project of the Group in Hubei province (湖北省), the PRC including turbines, electricity generation systems, control systems hardware and software, etc.
The amount of the above consideration payable by the Group is on normal commercial terms and is agreed after arm’s length negotiation with reference to the market unit price and quantity of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied as set out in the Purchase Contract.
The amount of consideration also includes fees in relation to, inter alia, technical support services to be provided by the Supplier, tax payment, delivery and insurance costs.
According to the Purchase Contract 1, the Supplier shall pay to the Group 10% of the above consideration within 15 days from the effective date of the Purchase Contract as performance bond (the “Performance Bond”) for any breach of its obligations under the Purchase Contract 1, which shall be refunded to the Supplier within 30 days after entering into the warranty period of the relevant wind power electricity generation equipment. The payment of consideration to be made by the Group by instalment will be based on the stages of completion of the Purchase Contract. The consideration will be payable in cash or by way of issuing acceptance bill of exchange.
The Supplier will provide a warranty period of 5 years in respect of the wind power electricity generation equipment supplied.
PURCHASE CONTRACT 2
The Principal Terms of the Purchase Contract are summarized as follows:
Date : 9 April 2018
Parties: : Haotai New Energy Equipment Ltd.* ( 浩泰新能源裝備有限公司 ), a wholly owned subsidiary of the Company, the buyer
Ming Yang Smart Energy Group., Ltd.* (明陽智慧能源集團股 份公司), an Independent Third Party, the Supplier
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Consideration : RMB 125,400,000 (equivalent to approximately HK$ 156,123,000)
Under the Purchase Contract 2, the Group has agreed to buy from the Supplier wind power generation facilities for the wind farm project of the Group in Anhui province (安徽省), the PRC including turbines, electricity generation systems, control systems hardware and software, etc.
The amount of the above consideration payable by the Group is on normal commercial terms and is agreed after arm’s length negotiation with reference to the market unit price and quantity of each machinery, equipment or forming part of the wind power electricity generation equipment to be supplied as set out in the Purchase Contract.
The amount of consideration also includes fees in relation to, inter alia, technical support services to be provided by the Supplier, tax payment, delivery and insurance costs.
According to the Purchase Contract 2, the Supplier shall pay to the Group 10% of the above consideration within 15 days from the effective date of the Purchase Contract as performance bond (the “Performance Bond”) for any breach of its obligations under the Purchase Contract 2, which shall be refunded to the Supplier within 30 days after entering into the warranty period of the relevant wind power electricity generation equipment. The payment of consideration to be made by the Group by instalment will be based on the stages of completion of the Purchase Contract. The consideration will be payable in cash or by way of issuing acceptance bill of exchange.
The Supplier will provide a warranty period of 5 years in respect of the wind power electricity generation equipment supplied.
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 enquiries, the Supplier an 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 TRANSACTION
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.
It is in the ordinary and usual course of business of the Group to build wind power plants in the PRC, including, among other project, the subject projects in Hubei province (湖北省) and Anhui province (安徽省), 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 wind power projects.
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The Purchase Contract 1 and the Purchase Contract 2 were entered into after the Group’s tender process. 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 the Purchase Contract 1 and the Purchase Contract 2 are fair and reasonable and are in the interests of the Company and its shareholders as a whole.
The purchases under the Purchase Contract 1 and the Purchase Contract 2 will be financed by internal resources of the Group and/ or borrowings.
IMPLICATIONS OF THE LISTING RULES
As an applicable percentage ratio in respect of the transaction under the Purchase Contract 1 and Purchase Contract 2 together exceeds 5% but all applicable percentage ratios are otherwise less than 25%, the transaction under the Purchase Contract constitutes a discloseable transaction for the Company and thus is 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 Contract.
DEFINITIONS
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“associates” has the meaning ascribed to it by the Listing Rules
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“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
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“Director(s)” the director(s) of the Company
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“Group” the Company and its subsidiaries
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“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
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“Hong Kong” the Hong Kong Special Administrative Region of the PRC
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“Independent Third any person/entity who/which is a third party independent of the Company and Party” the connected persons of the Company
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“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
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“percentage ratio(s)” the percentage ratio(s) as defined in Chapter 14 of the Listing Rules
“PRC” The People’s Republic of China
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“Purchase Contract 1” the wind farm machinery and equipment Purchase Contract entered into between Haotai New Energy Equipment Ltd.* (浩泰新能源裝備有限公司), a wholly owned subsidiary of the Company and the Supplier dated 9 April 2018
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“Purchase Contract 2” the wind farm machinery and equipment Purchase Contract entered into between Haotai New Energy Equipment Ltd.* (浩泰新能源裝備有限公司), a wholly owned subsidiary of the Company and the Supplier dated 9 April 2018
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“RMB” Renminbi, the lawful currency of the PRC “Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplier” Ming Yang Smart Energy Group., Ltd.* (明陽智慧能源集團股份公司), a limited liability company incorporated in the PRC
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“subsidiary” has the meaning ascribed to it by the Listing Rules
The translation of RMB into HK$ is based on the exchange rate of RMB1.00 to HK$1.245, and are provided for information purposes only.
For and on behalf of
Concord New Energy Group Limited Liu Shunxing Chairman
Hong Kong, 9 April 2018
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), Mr. Niu Wenhui, Mr. Gui Kai and Dr. Shang Li (all of above are executive Directors), Mr. Wu Shaohua (who is an non-executive Director) and Dr. Wong Yau Kar, David, GBS, BBS, JP, Mr. Yap Fat Suan, Henry, Dr. Jesse Zhixi Fang and Ms. Huang Jian (who are independent non-executive Directors).
* For identification purposes only
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