Bloks Group Limited — Capital/Financing Update 2021

Nov 16, 2021

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 PURCHASE OF WIND POWER EQUIPMENT

PURCHASE CONTRACT

The Board is pleased to announce that after trading hour on 16 November 2021, the Purchaser (being a wholly-owned subsidiary of the Company) entered into the Purchase Contract with the Supplier, pursuant to which the Purchaser shall purchase the Wind Power Equipment from the Supplier at the Consideration.

LISTING RULES IMPLICATIONS

The highest Applicable Percentage Ratio for the Transaction is less than 5%. As the Previous Purchase Contracts were entered into within a 12-month period before the date of the Purchase Contract, the transactions contemplated under the Purchase Contact and the Previous Purchase Contracts shall be aggregated under Chapter 14 of the Listing Rules resulting in a highest Applicable Percentage Ratio on an aggregated basis exceeds 5% but is less than 25%. Hence, the Transaction is required to be reclassified by aggregating with the Previous Purchase Contracts resulting in the Transaction constituting a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is thus subject to the notification and publication requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that after trading hour on 16 November 2021, the Purchaser (being a wholly-owned subsidiary of the Company) entered into the Purchase Contract with the Supplier, pursuant to which the Purchaser shall purchase the Wind Power Equipment from the Supplier at the Consideration.

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PURCHASE CONTRACT

The principal terms of the Purchase Contract are as follows:

Date	:	16 November 2021
Parties	:	(i) the Purchaser as the purchaser; and
		(ii) the Supplier as the supplier.
Assets to be purchased	:	The Wind Power Equipment to be used for the Wind Power Project.
Consideration	:	The Consideration payable by the Purchaser to the Supplier for the
		purchase of the Wind Power Equipment is approximately RMB113.04
		million (approximately HK$137.85 million). The Consideration also
		includes, among other things, fees for technical services, technical
		documentation, delivery and insurance charges, and other miscellaneous
		charges.
		The Consideration was agreed after arm’s length negotiation between the
		Purchaser and the Supplier with reference to the market price of the major
		equipment and components of the Wind Power Equipment.
Payment terms	:	The Consideration shall be paid by the Purchaser by five instalments in
		the following manner based on the stages of completion of the Purchase
		Contract:

• (a) Advance payment: 10% of the Consideration shall be paid within 25 days after the Supplier having provided the Performance Guarantee mentioned below to the Purchaser;

• (b) Pre-delivery payment: 20% of the Consideration shall be paid within 25 days after the Supplier having provided to the Purchaser the purchase contracts of the major component of the Wind Power Equipment and the delivery arrival schedule for the Wind Power Equipment;

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• (c) Delivery progress payment: 35% of the Consideration shall be paid within 25 days after the Supplier having provided certain supporting documents to the Purchaser in respect of the delivery of the Wind Power Equipment;

• (d) Pre-inspection payment: 25% of the Consideration shall be paid within 25 days after the Wind Power Equipment having passed the pre-inspection as specified in the Purchase Contract; and

• (e) Warranty payment: 10% of the Consideration shall be paid within 40 days after the Wind Power Equipment having passed the final inspection as specified in the Purchase Contract.

It is expected that all the Wind Power Equipment shall be delivered to the Purchaser before 15 June 2022. The Consideration shall be payable in cash, which will be financed by internal resources and/or borrowings of the Group.

• Performance guarantee : Within 15 days from the date of the Purchase Contract, the Supplier shall and warranty provide an irrevocable performance guarantee (the “ Performance Guarantee ”) for an amount equal to 10% of the Consideration issued by a bank (which is an independent third party) in favour of the Purchaser to secure the Supplier’s due performance of its obligations under the Purchase Contract. The Performance Guarantee shall lapse on the first day of the warranty period of the Wind Power Equipment.

The Supplier will provide a warranty period of five years in respect of the Wind Power Equipment.

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INFORMATION OF THE PARTIES TO THE PURCHASE CONTRACT

The Company is an investment holding company. The Group is principally engaged in (i) investing in wind and solar power projects; and (ii) offering professional technical services and integrated solutions to the wind and solar power generation projects.

The Purchaser is a wholly-owned subsidiary of the Company and is principally engaged in the trading of equipment for new energy.

The Supplier is principally engaged in the research, development and supply of wind power equipment in the PRC. Insofar as the Company is aware, the Supplier is beneficially owned as to 40% by the State Council of the PRC government, as to 30% by Guodian Technology & Environment Group Corporation Limited (a company listed in Hong Kong with stock code: 1296) and as to 30% by China Longyuan Power Group Corporation Limited (a company listed in Hong Kong with stock code: 916).

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Supplier and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

REASONS FOR AND BENEFIT OF THE TRANSACTION

It is in the ordinary and usual course of business of the Group to build wind power plants in the PRC, including the Wind Power Project. The Wind Power Equipment to be acquired will be used for the Wind Power Project.

The Group evaluated the terms of the Purchase Contract based on, among other factors, the specifications and needs of the Wind Power Project, the credentials and experience of the Supplier, the quality of the products and the services, the products warranty and the terms offered by other suppliers to the Group. The Directors consider that the terms of the Purchase Contract are on normal commercial terms, fair and reasonable, and in the interests of the Company and its shareholders as a whole.

PREVIOUS PURCHASE CONTRACTS

On 9 April 2021, the Purchaser and the Supplier entered into two purchase contracts (the “ Previous Purchase Contracts ”) based on the same material terms of the Purchase Contract, pursuant to which the Purchaser shall purchase from the Supplier (i) the wind power equipment comprising wind turbines and ancillary equipment with a total power output capacity of 48 MW for the Group’s wind power project situated in Jianghua Yao Autonomous County, Yongzhou City, Hunan Province, the PRC (中國湖南省永州市江華瑤族自治縣) at a purchase price of approximately RMB143.85 million (approximately HK$175.43 million); and (ii) the wind power equipment comprising wind turbines and ancillary equipment with a total power output capacity of

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19.2 MW for the Group’s wind power project situated in Fanshi County, Xinzhou City, Shanxi Province, the PRC (中國山西省忻州市繁峙縣) at a purchase price of approximately RMB57.52 million (approximately HK$70.15 million). The said two purchase prices also include fees for technical services, technical documentation, delivery and insurance charges, and other miscellaneous charges.

LISTING RULES IMPLICATIONS

The highest Applicable Percentage Ratio for the Transaction is less than 5%. The highest Applicable Percentage Ratio for the Previous Purchase Contracts on an aggregated basis is less than 5%. As the Previous Purchase Contracts were entered into within a 12-month period before the date of the Purchase Contract, the transactions contemplated under the Purchase Contact and the Previous Purchase Contracts shall be aggregated under Chapter 14 of the Listing Rules resulting in a highest Applicable Percentage Ratio on an aggregated basis exceeds 5% but is less than 25%. Hence, the Transaction is required to be reclassified by aggregating with the Previous Purchase Contracts resulting in the Transaction constituting a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is thus subject to the notification and publication requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

• “Applicable Percentage

have the meanings ascribed to them under the Listing Rules;

• Ratio”, “connected

• person(s)” and

• “subsidiary(ies)”

• “Board”

the board of Directors;

• “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;

• “Consideration” the consideration payable for the purchase of the Wind Power Equipment;

• “Director(s)” the director(s) of the Company;

• “Group” the Company and its subsidiaries;

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“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange;
“MW”	megawatt;
“PRC”	the People’s Republic of China, which excludes, for the purposes of this
	announcement, Hong Kong, Macau Special Administrative Region and
	Taiwan;
“Previous Purchase Contracts”	the Previous Purchase Contracts as defined in the paragraph headed
	“Previous Purchase Contracts” in this announcement;
“Purchase Contract”	the purchase contract dated 16 November 2021 entered into between the
	Purchaser and the Supplier for the purchase of the Wind Power Equipment;
“Purchaser”	Haotai New Energy Equipment Co., Ltd.* (浩泰新能源裝備有限公司) , a
	company established in the PRC with limited liability and a wholly-owned
	subsidiary of the Company;
“RMB”	Renminbi, the lawful currency of the PRC;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Supplier”	Guodian United Power Technology Co., Ltd.* (國電聯合動力技術有限公
	司), a company established in the PRC with limited liability;
“Transaction”	the purchase of the Wind Power Equipment by the Purchaser under the
	Purchase Contract;
“Wind Power	the wind power equipment (including wind turbines, electricity generation
Equipment”	systems, control systems hardware and software, and other ancillary
	equipment) to be used for the Wind Power Project; and
“Wind Power Project”	the 48 MW wind power project for the power plant of the Group situated in
	Liuzhou City, Guangxi Zhuang Autonomous Region, the PRC (中國廣西
	壯族自治區柳州市).

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For the purposes of this announcement, an exchange rate of HK$1 = RMB0.82 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute any representations that any amount in RMB or HK$ has been, could have been or may be converted at such rate.

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

Hong Kong, 16 November 2021

As at the date of this announcement, the Board comprises Mr. Liu Shunxing (Chairman), Ms. Liu Jianhong (Vice Chairperson), Mr. Gui Kai (Chief Executive Officer), Mr. Niu Wenhui, Mr. Zhai Feng and Ms. Shang Jia (all of above are executive Directors), Mr. Wang Feng (who is a non-executive Director) and Mr. Yap Fat Suan, Henry, Dr. Jesse Zhixi Fang, Ms. Huang Jian and Mr. Zhang Zhong (who are independent non-executive Directors).

• For identification purposes only

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