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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Capital/Financing Update 2012
May 25, 2012
50446_rns_2012-05-25_44be1a8f-b5cd-40ae-9abd-54c66c222941.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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OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited .
Please refer to the following pages for the announcement entitled the ANNOUNCEMENT REGARDING THE DISPOSAL OF EQUITY INTERESTS IN THE WHOLLY-OWNED SUBSIDIARY TELLHOW WIND POWER BLADE JIANGSU CO., LTD. which has been published by Xinjiang Goldwind Science & Technology Co., Ltd. on the website of the Shenzhen Stock Exchange on 25 May 2012.
By order of the Board
Xinjiang Goldwind Science & Technology Co., Ltd. Ma Jinru Company Secretary
Beijing, 25 May 2012
As of the date of this announcement, the executive Director of the Company is Mr. Wu Gang; the non-executive Directors are Mr. Li Ying, Mr. Gao Zhong and Ms. Hu Yang; and the independent non-executive Directors are Mr. Wang Yousan, Mr. Shi Pengfei and Dr. Tin Yau Kelvin Wong.
* For identification purpose only
If there are any discrepancies between the English text and the Chinese text in respect of this announcement, the Chinese text shall prevail.
Stock Code: 002202 Stock Name: Goldwind Announcement Code: 2012-022
XINJIANG GOLDWIND SCIENCE & TECHNOLOGY CO., LTD.
ANNOUNCEMENT REGARDING
THE DISPOSAL OF EQUITY INTERESTS IN A
WHOLLY-OWNED SUBSIDIARY
TELLHOW WIND POWER BLADE JIANGSU CO., LTD.
The Company and all members of the Board of Directors warrant that information disclosed herein are true, accurate and complete, and no false representations, misleading statements are contained herein, or were material information omitted.
I. Transaction Summary
Tellhow Wind Power Blade Jiangsu Co., Ltd. (“ Tellhow Jiangsu ”) is a wholly-owned subsidiary of Goldwind Investment Holding Co., Ltd. (“ Goldwind Investment ”), which in turn is wholly-owned by Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ” or “ Goldwind ”). Goldwind Investment intends to transfer 100% of its equity interests in Tellhow Jiangsu to Sinomatech Wind Power Blade Co., Ltd. (“ Sinomatech ”), a subsidiary of Sinoma Science & Technology Co., Ltd. (“ Sinoma ”).
On 25 May 2012, the seventeenth board meeting of the fourth session of the board of directors (the “ Board ”) of the Company approved the Resolution regarding the Restructure of Equity Interests of the Wholly-owned Subsidiary Tellhow Wind Power Blade Jiangsu Co., Ltd. and Sinomatech Wind Power Blade Co., Ltd. . In accordance with the Articles of Association of the Company, the matter described above is not required to be submitted to the general meeting of the Company for approval.
In accordance with the Listing Rules of the Shenzhen Stock Exchange, this transaction neither constitutes a connected transaction nor a major asset restructure provided for in the Administrative Rules for Major Asset Restructure of Listed Companies , and the transaction does not require approval from relevant government authorities.
II. Counterparty Information
Company name: Sinomatech Wind Power Blade Co., Ltd.
Registered address: No. 888 East Ring Road, Beijing Badaling Economic Development District, Yanqing County, Beijing
Legal representative: Mr. Zhao Junshan
Registered capital: RMB403,883,704
Business scope: Licensed business project: wind turbine blade manufacturing. Normal business projects: technology development, technical consulting, technological services, technology transfers; sales of wind turbine blades, machinery and electrical equipment; acting agent of import and export, and the import and export of goods and technologies; service and maintenance of wind turbine blades.
Sinomatech is a subsidiary of Sinoma. Sinoma holds 93.31% equity interests in Sinomatech.
III. Transaction Target Information
-
Transaction target: 100% equity interests of Tellhow Jiangsu
-
Information on the target company
Company name: Tellhow Wind Power Blade Jiangsu Co., Ltd.
Date of incorporation: December 2007
Address: No. 18 Huayuan Road, Economic Development District, Funing
Registered capital: RMB318,606,673.56
Business scope: Manufacture and assemble blades for wind turbines with a capacity of over 1.5MW, sales of products manufactured in-house; research and development (“ R&D ”) of wind power equipment; maintenance of blades for wind turbines with a capacity of over 1.5MW; technical consulting and services for wind power equipment.
Subsidiaries: Tellhow Wind Power Blade Inner Mongolia Co., Ltd. (“ Tellhow Inner Mongolia ”) is its wholly-owned subsidiary.
- Basic financial information
As audited by Crowe Horwath China CPAs, as at 31 December 2011, Tellhow Jiangsu
(including Tellhow Inner Mongolia) had total assets of RMB479.1799 million, total liabilities of RMB309.6700 million, total accounts receivable of RMB20.9193 million, and net assets of RMB169.5099 million. In 2011, the operating revenue was RMB198.2955 million, operating loss was RMB78.7529 million, and net loss was RMB77.9826 million.
Goldwind has not provided any guarantees to Tellhow Jiangsu or entrusted Tellhow Jiangsu for any financial management for Goldwind.
Information on debt owed by Tellhow Jiangsu to Goldwind is set out below:
As at the date of this announcement, an aggregate of RMB100 million of loans is outstanding from Tellhow Jiangsu to Goldwind. Following negotiations with Tellhow Jiangsu and Sinomatech, Tellhow Jiangsu shall repay the above loan no later than 31 December 2012.
IV. Price of Equity Transfer
Based on the Asset Valuation Report for the Acquisition of Tellhow Wind Power Blade Jiangsu Co., Ltd. by Sinomatech Wind Power Blade Co., Ltd. (Zhonghe Report (2012) No. BJV2014) issued by Zhonghe Assets Appraisal Co., Ltd., as at 31 December 2011, the net assets of Tellhow Jiangsu amounted to RMB215.2028 million and book value of net assets amounted to RMB196.5860 million. There is a 9.47% increase in net assets following valuation, mainly due to an increase in the appraised value for land and property.
Following negotiations, the final acquisition price = asset valuation of transaction target + profit and loss for the period = RMB215.2028 million + profit and loss for the period.
Profit and loss for the period refers to the profit and loss balance of Tellhow Jiangsu for the period from 1 January 2012 until the date of completion of the transaction to be confirmed by both parties. Profit and loss for the period shall be specially audited by an intermediary institution appointed by both parties.
V. Purpose of this Transaction and Effects on the Listed Company
In order to strengthen our competitive advantage in the industry, the Company shall adjust the distribution of resources as necessary in accordance with changes in the industry and market, thus we shall focus on areas such as R&D, product quality and sales, and reduce investment in production related fixed assets as appropriate; furthermore, Sinomatech is a major domestic blades manufacturing company, and through our cooperation with them, both parties can focus on their respective strengths in the areas of specialization, realize strategic synergies, and improve our market competitiveness.