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Xinte Energy Co., Ltd. — Capital/Financing Update 2021
Sep 28, 2021
50178_rns_2021-09-28_774fde0a-bd75-4ea4-b4e3-2ff5aca52ea8.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.
This announcement does not constitute any invitation or offer to acquire, purchase or subscribe for the Company’s securities.
XINTE ENERGY CO., LTD. 新特能源股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 1799)
ANNOUNCEMENT COMPLETION OF THE TBEA SUBSCRIPTION; AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
References are made to (i) the announcements dated 29 April 2021, 14 May 2021, the circular dated 11 June 2021 (the “ Circular ”) and the announcement on poll results of the EGM and the Class Meetings dated 28 June 2021 of Xinte Energy Co., Ltd. (the “ Company ”), in relation to, among other things, the proposed issuance of Domestic Shares, and the connected transaction in relation to the subscription of Domestic Shares by TBEA; and (ii) the announcement of the Company dated 5 August 2021, in relation to the entering into of the TBEA Subscription Agreement (the “ Announcement ”). Unless otherwise defined, all capitalised terms used herein shall have the same meanings as those defined in the Circular and the Announcement.
COMPLETION OF THE TBEA SUBSCRIPTION
The Board is pleased to announce that all conditions precedent in respect of the TBEA Subscription in the TBEA Subscription Agreement have been fulfilled (including the approval of CSRC), and the completion of the TBEA Subscription took place on 28 September 2021. Pursuant to the TBEA Subscription, 167,304,874 Domestic Shares have been issued to TBEA on 28 September 2021. Accordingly, immediately upon completion of the Issuance of Domestic Shares and TBEA Subscription, the total number of shares of the Company has been increased to 1,430,000,000 shares, which was divided into 1,053,829,244 Domestic Shares and 376,170,756 H Shares.
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The net proceeds from the TBEA Subscription (after deducting related costs) amounted to approximately RMB2,293 million. RMB2,000 million of the net proceeds from the TBEA Subscription will be used for construction of the 100,000-ton Polysilicon Project and approximately RMB293 million will be used to replenish working capital for the development of wind power and PV resources.
Details of the shareholding structure of the Company immediately before and after the completion of the TBEA Subscription is set out below:
| Shareholder DOMESTIC SHARES TBEA Other Domestic Shares Shareholders Sub-total of Domestic Shares H SHARES TBEA (Hong Kong) Other H Shares Shareholders Sub-total of H Shares TOTAL |
Immediately before completion of the TBEA Subscription Number of Shares Approximate % of total issued Domestic Shares or H Shares Approximate % of total issued Shares 783,921,287 88.43% 62.08% 102,603,083 11.57% 8.13% 886,524,370 100.00% 70.21% 1,223,200 0.33% 0.10% 374,947,556 99.67% 29.69% 376,170,756 100.00% 29.79% 1,262,695,126 — 100.00% |
Immediately after completion of the TBEA Subscription Number of Shares Approximate % of total issued Domestic Shares or H Shares Approximate % of total issued Shares 951,226,161 90.26% 66.52% 102,603,083 9.74% 7.18% 1,053,829,244 100.00% 73.69% 1,223,200 0.33% 0.09% 374,947,556 99.67% 26.22% 376,170,756 100.00% 26.31% 1,430,000,000 — 100.00% |
|---|---|---|
Note :
Numbers may not add up to 100 per cent due to rounding.
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AMENDMENTS TO THE ARTICLES OF ASSOCIATION
As approved and authorised at the general meetings, the Board announces that the Articles of Association was amended in accordance with the latest shareholding structure of the Company:
Details of the specific amendments to the Articles of Association is as follows:
| Before amendment | After amendment | ||
|---|---|---|---|
| Article 20 The Company’s total share capital is1,200,000,000 Shares, including 886,524,370 Domestic Shares, representing 73.88% of the total share capital; and313,475,630 H Shares(public) , representing26.12% of the total share capital. |
Article 20 The Company’s total share capital is1,430,000,000 Shares, including 1 , 0 5 3 , 8 2 9 , 2 4 4 D o m e s t i c S h a r e s , representing73.69% of the total share capital; and376,170,756 H Shares, representing26.31% of the total share capital. |
The amendments of Articles of Association took effect on 28 September 2021.
By order of the Board Xinte Energy Co., Ltd. Zhang Jianxin Chairman
Xinjiang, the PRC 28 September 2021
As at the date of this announcement, the Board of the Company consists of Mr. Zhang Jianxin, Mr. Yin Bo and Mr. Xia Jinjing as executive directors; Mr. Zhang Xin, Mr. Huang Hanjie and Ms. Guo Junxiang as non-executive directors; and Mr. Cui Xiang, Mr. Chen Weiping and Mr. Tam, Kwok Ming Banny as independent non-executive directors.
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