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.

CHINA GLASS HOLDINGS LIMITED

中 國 玻 璃 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 3300)

CONNECTED TRANSACTIONS -

  1. SHAANXI ENGINEERING CONTRACTS AND
  2. JIANGSU ENGINEERING CONTRACT; AND

CONTINUING CONNECTED TRANSACTION -

CHINA GLASS PROCUREMENT

FRAMEWORK AGREEMENT

THE CONNECTED TRANSACTIONS

The Board would like to announce that on 25 October 2019, Shaanxi CNG entered into the Shaanxi Engineering Contracts with CBMIE Group, pursuant to which Shaanxi CNG engaged CBMIE Group to carry out design, procurement and installation work in relation to the cold-repair and modification of the float glass production line for Shaanxi CNG.

Furthermore, on 25 October 2019, Jiangsu SHD entered into the Jiangsu Engineering Contract with CBMIE Group, pursuant to which Jiangsu SHD engaged CBMIE Group to carry out equipment and material procurement and installation work in relation to the establishment of the new high-end automotive glass production line for Jiangsu SHD.

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THE CONTINUING CONNECTED TRANSACTION

In addition, on 25 October 2019, China Glass Investment entered into the China Glass Procurement Framework Agreement with Huaguang Group, pursuant to which China Glass Investment engaged Huaguang Group to procure Raw and Fuel Materials for the manufacturing of glass products carried out by the Group.

LISTING RULES IMPLICATIONS

Triumph Group Company, a substantial Shareholder, is a connected person of the Company under the Listing Rules. CBMIE Group and Huaguang Group are associates of Triumph Group Company under the Listing Rules. Accordingly, the Engineering Contracts constitute connected transactions and the China Glass Procurement Framework Agreement constitutes continuing connected transaction of the Company respectively under Chapter 14A of the Listing Rules.

In addition to the Engineering Contracts and the China Glass Procurement Framework Agreement, the Group also entered into a number of contracts with certain associates of Triumph Group Company on 22 November 2018 and 21 February 2019 (the "Existing Triumph Group Contracts").

As the Existing Triumph Group Contracts involve, inter alia , the provision of construction, design, installation and procurement services by certain associates of Triumph Group Company to the Group, the consideration of each of the Existing Triumph Group Contracts, together with the Engineering Contracts, are aggregated for the purpose of classification of connected transactions in accordance with Rule 14A.81 of the Listing Rules.

As the applicable percentage ratios in respect of the Engineering Contracts, when aggregated with each other and with the Existing Triumph Group Contracts, exceed 5%, the Engineering Contracts are subject to the announcement, independent Shareholders' approval and annual reporting requirements under Chapter 14A of the Listing Rules. Hence, the Engineering Contracts are conditional on approval by the independent Shareholders being obtained at the special general meeting of the Company (the "SGM").

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In addition, as the applicable percentage ratios in respect of the Annual Caps of the China Glass Procurement Framework Agreement exceed 5%, the China Glass Procurement Framework Agreement (including the Annual Caps) is subject to the announcement, independent Shareholders' approval and annual reporting requirements under Chapter 14A of the Listing Rules. Hence, the China Glass Procurement Framework Agreement and the Annual Caps are also conditional on approval by the independent Shareholders being obtained at the SGM.

THE SPECIAL GENERAL MEETING

A special general meeting will be convened by the Company with a view to seek approval of the independent Shareholders for the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps in accordance with the requirements of the Listing Rules.

A circular of the Company containing, among other things, further details of the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps; a letter from the independent committee of the Board comprising all the Independent Non-executive Directors (the "Independent Board Committee") to the independent Shareholders in respect of the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps; a letter from the independent financial adviser to the Independent Board Committee and the independent Shareholders in respect of the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps; and a notice convening the SGM, will be dispatched to the Shareholders as soon as practicable on or before 15 November 2019 in accordance with the requirements of the Listing Rules.

As the entering into of the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps are conditional on approval by the independent Shareholders being obtained at the SGM, the Engineering Contracts, the China Glass Procurement Framework Agreement and the Annual Caps may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

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THE SHAANXI ENGINEERING CONTRACTS

Date

25 October 2019

Parties

  1. Shaanxi CNG, as the hirer
  2. CBMIE Group, as the principal contractor

Scope of services

Pursuant to the Shaanxi Engineering Contracts, CBMIE Group agrees to carry out design, procurement and installation work in relation to the cold-repair and modification of the float glass production line for Shaanxi CNG. Under the Shaanxi Engineering Contracts, the work engaged by CBMIE Group includes (i) the design and planning of the cold-repair and modification project; and (ii) the procurement and installation of systems, equipment and material for the cold-repair and modification project. The design of the cold-repair and modification project are expected to complete within seven months from the starting date of the design work, as well as the installation work is expected to complete within 120 days from the commencement of the project.

Contract prices

The contract prices under the Shaanxi Engineering Contracts for (i) the design and planning of the cold-repair and modification project is RMB1.98 million, and (ii) the procurement and installation of systems, equipment and material for the cold-repair and modification project is RMB89 million.

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The contract prices were arrived at after arm's length negotiation between Shaanxi CNG and CBMIE Group having considered the expected cost for other independent contractors providing such services including, among other things, the cost of design, sourcing of equipment and material, labour and technical advice on similar cold-repair and modification of float glass production line. Having compared with quotations obtained by Shaanxi CNG from other independent contractors for works of similar nature, the contract prices should be no less favorable than the market prices for works of similar nature from other independent contractors.

Payment terms

Shaanxi CNG will make instalment payments to CBMIE Group based on the progress of the works completed by CBMIE Group in accordance with the terms of the Shaanxi Engineering Contracts.

THE JIANGSU ENGINEERING CONTRACT

Date

25 October 2019

Parties

  1. Jiangsu SHD, as the hirer
  2. CBMIE Group, as the principal contractor

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China Glass Holdings Limited published this content on 25 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 October 2019 12:25:00 UTC