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Comtec Solar Systems Group Limited — Capital/Financing Update 2017
Mar 21, 2017
49415_rns_2017-03-21_fda944c0-3ab0-48f0-a857-a9ccaa484d45.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.
卡姆丹克太陽能系統集團有限公司 Comtec Solar Systems Group Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 712)
SUPPLEMENTAL ANNOUNCEMENT MAJOR TRANSACTION PROPOSED DISPOSAL OF TARGET ASSETS OF COMTEC MALAYSIA
Reference is made to the announcement (the ‘‘Announcement’’) of Comtec Solar Systems Group Limited (the ‘‘Company’’) dated 3 January 2017 in relation to the Proposed Disposal. Unless otherwise defined, capitalised terms used herein shall have the same meaning as those defined in the Announcement.
The Board hereby announces that, on 21 March 2017 (after trading hours of the Stock Exchange), the Company, Comtec Malaysia and Longi entered into a supplemental agreement (the ‘‘Supplemental Agreement’’), pursuant to which the Company, Comtec Malaysia and Longi agreed to amend certain terms and conditions of the Asset Transfer Agreement. The material amendments to the Asset Transfer Agreement are to change the payment terms and fix the Rectification and Compliance Costs, details of which are set out as follows.
In accordance with the Asset Transfer Agreement and the Supplemental Agreement, the Total Consideration shall be paid by instalments in cash in accordance with the below terms:
- (1) within thirty (30) Business Days after Comtec Malaysia has received a written confirmation from SYARIKAT SESCO BERHAD (‘‘SEB’’) in relation to the settlement plan for termination of the power purchase agreement entered into by and between Comtec Malaysia and SEB dated 14 November 2014 and Comtec Malaysia has served a written termination notice to Air Liquide Malaysia Sdn. Bhd. (‘‘Air Liquide’’) to terminate the industrial gas bulk supply agreement entered into by and between the Vendor and Air Liquide dated 30 April 2014 (the ‘‘Gas Supply Agreement’’), Longi shall pay to Comtec Malaysia an amount equal to 35% of the Total Consideration minus estimated stamp duties payable in relation to the Memorandum of Transfer (if any) (the ‘‘Estimated Stamp Duties’’); in the event the actual stamp duties adjudicated by the stamp office are more than the Estimated Stamp Duties, Longi is entitled to deduct the
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excess stamp duties (the ‘‘Excess Stamp Duties’’) from the Second Instalment or in the event the actual stamp duties adjudicated by the stamp office are less than the Estimated Stamp Duties, the Purchase shall pay the shortfall stamp duties (the ‘‘Shortfall Stamp Duties’’) at the payment of the Second Installment;
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(2) within fourteen (14) Business Days after the Closing Date, Longi shall pay to Comtec Malaysia an amount equal to 55% of the Total Consideration minus (i) the Retention Sum (if any) minus (ii) the Outstanding Payment Amounts (if any) minus (iii) the Rectification and Compliance Costs (fixed at RMB35 million) minus (iv) the GST (if any) minus (v) the Excess Stamp Duties (if any) (or plus (v) the Shortfall Stamp Duties (if any)) minus (vi) the outstanding payments (the ‘‘Outstanding Supply Payments’’ payable by Comtec Malaysia to Air Liquide under Gas Supply Agreement and the floxal nitrogen supply agreement (the ‘‘Nitrogen Supply Agreement’’) entered into by and among Comtec Malaysia and Air Liquide dated December 2013 or minus (vii) any outstanding payments payable by the Vendor to SEB; provided that (i) if and as soon as any of the GST is refunded to Longi by the taxation authority in Malaysia, Longi shall further pay an amount equivalent to the refunded GST to Comtec Malaysia; (ii) if and as soon as Comtec Malaysia provides the documentary evidence showing that all of such Outstanding Payment Amounts or any part thereof are settled, Longi shall further pay an amount equivalent to the settled Outstanding Payment Amounts to Comtec Malaysia; and (iii) if Comtec Malaysia has received written confirmation from Air Liquide in relation to the termination of the Gas Supply Agreement and the Nitrogen Supply Agreement and there is no outstanding payment to be paid by the Vendor to Air Liquide, the Outstanding Supply Payments shall not be deducted from the Second Installment; and
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(3) within fourteen (14) Business Days after the last day of the twelfth (12th) month after the Closing Date, Longi shall pay Comtec Malaysia an amount equal to 10% of the Total Consideration.
Save as disclosed above, all other material terms and conditions of the Asset Transfer Agreement remain unchanged and in full force and effect.
A circular containing, among others, further details about the Asset Transfer Agreement and the Supplemental Agreement together with a notice convening the EGM, is currently expected to be despatched to the Shareholders no later than 31 March 2017.
By order of the board of Comtec Solar Systems Group Limited John Yi ZHANG Chairman
Shanghai, the People’s Republic of China, 21 March 2017
As at the date of this announcement, the executive Directors are Mr. John Yi Zhang, Mr. Chau Kwok Keung and Mr. Zhang Zhen, the non-executive Directors are Mr. Donald Huang and Mr. Wang Yixin, and the independent non-executive Directors are Mr. Leung Ming Shu, Mr. Kang Sun and Mr. Daniel DeWitt Martin.
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