CHINA GLASS HOLDINGS LIMITED 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 TRANSACTION RELATING TO DESIGN CONTRACT FOR NEW AUTOMOTIVE GLASS PRODUCTION LINE THE DESIGN CONTRACTThe Board announces that on 9 November 2017, Jiangsu SHD entered into the Design Contract with CTIEC, pursuant to which CTIEC was engaged by Jiangsu SHD to carry out design and planning work for the new automotive glass production line for a contract price of RMB5 million.
LISTING RULES IMPLICATIONSTriumph Group Company, a substantial shareholder of the Company, is a connected person of the Company under the Listing Rules. CTIEC is an associate of Triumph Group Company under the Listing Rules. Accordingly, the Design Contract constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.
In addition to the Design Contract, the Group also entered into the Existing Triumph Group Contracts with Shenzhen Triumph Technology Engineering, an associate of Triumph Group Company, on 5 June 2017 to carry out design, procurement and installation work in relation to flue-gas treatment on glass furnaces, which 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 Design Contract exceed 0.1% but all are less than 5%, the Design Contract are subject to the annual reporting and announcement requirements but are exempt from independent shareholders' approval requirement under Chapter 14A of the Listing Rules.
The Board announces that on 9 November 2017, Jiangsu SHD entered into the Design Contract with CTIEC, pursuant to which CTIEC was engaged by Jiangsu SHD to carry out design and planning work for the new automotive glass production line for a contract price of RMB5 million.
THE DESIGN CONTRACT Date9 November 2017
PartiesJiangsu SHD, as hirer
CTIEC, as contractor
Pursuant to the Design Contract, CTIEC agrees to carry out design and planning work on the overall construction, production line and machineries for the new automotive glass production line for a contract price of RMB5 million.
Contract priceThe contract price is RMB5 million.
The contract price was arrived at after arm's length negotiation between Jiangsu SHD and CTIEC having considered the market prices of other independent contractors for works of similar nature and should be no less favorable than the market prices of other independent contractors for works of similar nature.
Payment termsJiangsu SHD will make instalment payments to CTIEC based on the progress of the works completed by CTIEC in accordance with the terms of the Design Contract.
INFORMATION ON THE GROUP AND THE PARTIES TO THE DESIGN CONTRACT The Company and the GroupThe Company is an investment holding company. The Group is one of China's leading manufacturers of flat glass, specialised in the research and development, manufacturing and selling of a variety of building coated glass, energy-efficient and environmental- friendly glass and new-energy products, in which it occupies a leading technological position.
Jiangsu SHD is an indirectly wholly-owned subsidiary of the Company, which is principally engaged in the production, marketing and distribution of glass and glass products.
CTIECCTIEC is directly owned as to 91% by CNBM, which in turn is directly and indirectly owned by CNBM Group Corporation through various entities as to a total of 44.11%. CNBM Group Corporation wholly owns Triumph Group Company, which is a substantial shareholder of the Company holding 23.01% of the Company's total issued shares.
CTIEC is a national comprehensive Grade-A D & R unit, an internationalized engineering group company, a key hi-tech enterprise of China and an engineering technology platform of CNBM. CTIEC possesses foreign trade right and grade-A qualifications for design & general contracting, engineering consultation and engineering supervision in the respects of the building material industry, light textile (domestic silicate), civil engineering, new energy engineering and special engineering projects of environment pollution treatment.
REASONS FOR AND BENEFITS OF THE DESIGN CONTRACTThe Group has been actively seeking to diversify its product profile and automotive glass has always been a market which the Group intends to expand into due to its high technological demand as well as high profit margin. Following the commencement ceremony hosted by the Group on 3 July 2017 is respect of the commencement of the new automotive glass production line project, the Company has to engage a design consultant for the planning and design of the overall construction, production line and machineries for the new production line.
Mr. Peng Shou, the chairman of the Board, is the legal representative and general manager of Triumph Group Company, the executive director and vice president of CNBM and the chairman of the board and president of CTIEC; and Mr. Tang Liwei, a non-executive director of the Company, is the deputy general manager and the general accountant of Triumph Group Company. Although the above directors have no material interest in the Design Contract, they have abstained from voting on the relevant Board meeting approving the above contract for better corporate governance practice.
The Directors (including the independent non-executive directors and except for Mr. Peng and Mr. Tang who abstained from voting) are of the view that the entering into of the Design Contract is in the ordinary course of business of the Group, and the terms and conditions of the Design Contract are on normal commercial terms, fair and reasonable and in the interest of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONSTriumph Group Company, a substantial shareholder of the Company, is a connected person of the Company under the Listing Rules. CTIEC is an associate of Triumph Group Company under the Listing Rules. Accordingly, the Design Contract constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.
China Glass Holdings Limited published this content on 09 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 09 November 2017 13:38:07 UTC.
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