Bloks Group Limited — Capital/Financing Update 2021

Mar 24, 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

The Board is pleased to announce that after trading hour on 24 March 2021, the Purchaser 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.

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 and is thus 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 24 March 2021, the Purchaser 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 : 24 March 2021 Parties : the Purchaser as the purchaser; and the Supplier as the supplier.

• Assets to be purchased : The Wind Power Equipment comprising wind turbines and ancillary equipment (including wind turbines and electricity generation systems, control systems hardware and software, ancillary equipment and etc.) with a total power output capability of 200 MW to be used for the Group’s wind power grid connection construction project (the “ Harbin Wind Power Project ”) situated in Bin County, Harbin City, Heilongjiang Province, the PRC（中國黑龍江省哈爾濱市賓縣）.

• Consideration : The Consideration payable by the Purchaser to the Supplier for the purchase of the Wind Power Equipment is approximately RMB604.1 million (approximately HK$719.2 million), comprising contracted purchase price of approximately RMB534.6 million and valueadded tax of approximately RMB69.5 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 or component 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 as mentioned below to the Purchaser;

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

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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;

• (d) Pre-inspection payment: 25% of the Consideration shall be paid within 25 days after the wind turbines of the Wind Power Equipment having passed a 240-hour trial run; and

• (e) Warranty payment: 10% of the Consideration shall be paid within 40 days after the wind turbines of the Wind Power Equipment having passed the final checking and having been accepted by the Purchaser.

It is expected that all the Wind Power Equipment shall be delivered to the Purchaser on or before March 2022.

The Consideration shall be payable in cash, which will be financed by internal resources and/or borrowings of the Group.

• Performance : Within 15 days from the date of the Purchase Contract, the Supplier guarantee and warranty shall provide an irrevocable performance guarantee for an amount equal to 10% of the Consideration issued by a bank 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 lapse on the first day of the warranty period of the Wind Power Equipment and shall be returned to the Purchaser within 30 days upon entering into 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 a company established in the PRC, which is principally engaged in the supply of wind power machinery and equipment in the PRC. Insofar as the Company is aware, as at the date of the Announcement, the Supplier is a company listed on the Shanghai Stock Exchange (Stock code: 300772).

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 wind power plants in the PRC, including the Harbin Wind Power Project. The Wind Power Equipment to be acquired under the Purchase Contract will be used for the Harbin Wind Power Project.

The Group evaluated the terms of the Purchase Contract based on, among other factors, the specifications and needs of the Harbin 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 is 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 and is thus subject to the notification and publication requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

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

“Applicable Percentage Ratio” have the meanings ascribed to them under the Listing Rules; and “connected person”

“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;
“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;
“Purchase Contract”	the purchase contract dated 24 March 2021 entered into between the
	Purchaser and the Supplier in relation to 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;

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited;

“Supplier” Zhejiang Windey Co., Ltd.*（浙江運達風電股份有限公司）, a company established in the PRC with limited liability; “Transaction” purchase of the Wind Power Equipment by the Purchaser under the Purchase Contract; and

• “Wind Power Equipment” wind turbines and ancillary equipment (including wind turbines and electricity generation systems, control systems hardware and software, ancillary equipment and etc.) with a total power output capability of 200 MW to be used for the Group’s wind power grid connection construction project situated in Bin County, Harbin City, Heilongjiang Province, the PRC（中國黑龍江省哈爾濱市賓縣）.

For the purposes of this announcement, an exchange rate of HK$1 = RMB0.84 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute any representations that any amount in RMB or HK$ 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, 24 March 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 and Mr. Zhai Feng (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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