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Bloks Group Limited Capital/Financing Update 2021

Jun 2, 2021

49127_rns_2021-06-02_f0d2ddae-02cc-4e77-8789-0e4665750b30.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 協合新能源集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

DISCLOSEABLE TRANSACTION PURCHASE OF SOLAR POWER EQUIPMENT

PURCHASE CONTRACT

The Board is pleased to announce that after trading hour on 2 June 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 Solar Power Equipment from the Supplier at the Consideration.

LISTING RULES IMPLICATIONS

As the highest Applicable Percentage Ratio for the Transaction exceeds 5% but is less than 25%, the entering into the Purchase Contract constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and publication requirements under Chapter 14 of the Listing Rules.

BACKGROUND

The Board is pleased to announce that after trading hour on 2 June 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 Solar 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 : 2 June 2021 Parties : (i) the Purchaser as the purchaser; and (ii) the Supplier as the supplier.

  • Assets to be purchased : The Solar Power Equipment to be used for the Group’s solar power project (the “ Dachaidan Solar Power Project ”) situated in Dachaidan Administrative District, Haixi Mongolian and Tibetan Autonomous Prefecture, Qinghai Province, the PRC(中國青海省海 西蒙古族藏族自治州大柴旦行政區).

  • Consideration : The Consideration payable by the Purchaser to the Supplier for the purchase of the Solar Power Equipment is approximately RMB207.7 million (approximately HK$250.2 million), comprising contracted purchase price of approximately RMB183.8 million and valueadded tax of approximately RMB23.9 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 Solar Power Equipment.

  • Payment terms : The Consideration shall be paid by the Purchaser by two instalments in the following manner based on the stages of completion of the Purchase Contract:

    • (a) Advance payment: 20% of the Consideration shall be paid within 15 days after the Supplier having provided the performance guarantee as mentioned below to the Purchaser; and

    • (b) Delivery progress payment: 80% of the Consideration shall be paid within 15 days after the Supplier having provided certain supporting documents to the Purchaser in respect of the delivery of the components of the Solar Power Equipment.

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It is expected that all the Solar Power Equipment will be delivered to the Purchaser on or before the end of September 2021.

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 and warranty shall provide an irrevocable performance guarantee for an amount equal to 10% of the Consideration issued by a bank (which is an independent third party) or a wholly-owned subsidiary of the Supplier in favour of the Purchaser to secure the Supplier’s due performance of its obligations under the Purchase Contract. The said irrevocable performance guarantee shall be valid until 31 October 2021.

The Supplier will provide a warranty period of 12 years in respect of the Solar Power Equipment.

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 a company established in the PRC, which is principally engaged in the supply of solar machinery and equipment in the PRC. The Supplier is a company listed on the Shanghai Stock Exchange (Stock code: 688599).

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Supplier and its ultimate beneficial owner(s) 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 solar power plants in the PRC, including the Dachaidan Solar Power Project. The Solar Power Equipment to be acquired under the Purchase Contract will be used for the Dachaidan Solar Power Project.

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The Group evaluated the terms of the Purchase Contract based on, among other factors, the specifications and needs of the Dachaidan Solar 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.

LISTING RULES IMPLICATIONS

As the highest Applicable Percentage Ratio for the Transaction exceeds 5% but is less than 25%, the entering into the Purchase Contract constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is 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 Solar Power Equipment;

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

  • “Group” the Company and its subsidiaries;

  • “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;

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“PRC”

  • the People’s Republic of China, which excludes, for the purposes of this announcement, Hong Kong, Macau Special Administrative Region and Taiwan;

  • “Purchase Contract” the purchase contract dated 2 June 2021 entered into between the Purchaser and the Supplier in relation to the purchase of the Solar 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;

  • “Solar Power the solar power equipment (including crystalline silicon modules and Equipment” other ancillary equipment) to be used for the Group’s solar power project situated in Dachaidan Administrative District, Haixi Mongolian and Tibetan Autonomous Prefecture, Qinghai Province, the PRC(中國青海省 海西蒙古族藏族自治州大柴旦行政區);

  • “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

  • “Supplier” Trina Solar Co., Ltd.*(天合光能股份有限公司), a company established in the PRC with limited liability; and

  • “Transaction” the purchase of the Solar Power Equipment by the Purchaser under the Purchase Contract.

For the purposes of this announcement, an exchange rate of HK$1 = RMB0.83 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute any representations that any amount in RMB or HK$ 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, 2 June 2021

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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 nonexecutive 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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