EcoGreen International : Discloseable Transactions - Construction and Equipment Purchase Agreements in relation to the Construction of New Plants in Gulei Chemical Industrial Park

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EcoGreen International Group Limited

中怡國際集團有限公司

(incorporated in the Cayman Islands with limited liability)

www.ecogreen.com

(Stock code: 2341)

DISCLOSEABLE TRANSACTIONS

CONSTRUCTION AND EQUIPMENT PURCHASE AGREEMENTS

IN RELATION TO THE CONSTRUCTION OF NEW PLANTS

IN GULEI CHEMICAL INDUSTRIAL PARK

EcoGreen Chemicals has entered into the Agreements with three Independent Third Parties in relation to the Project for the period from 20 March 2017 to 3 August 2018. It has come to the attention of the Directors that each of the Agreements, on a standalone basis and/or on an aggregated basis, would have constituted a discloseable transaction under Chapter 14 of the Listing Rules.

Each of the Equipment Purchase Agreement (1), Construction Agreement (1), Construction Agreement (2) and Construction Agreement (4), on a standalone basis, constitutes a discloseable transaction under Chapter 14 of the Listing Rules since the applicable percentage ratio is more than 5% but less than 25%. In addition, the Contractor

1. Agreements and the Contractor (C) Agreements, each on an aggregated basis, constitute a discloseable transaction under Chapter 14 of the Listing Rules since the applicable percentage ratio is more than 5% but less than 25%.

The Board has implemented certain remedial actions and procedures for the avoidance of the future occurrence of non-compliance of the Listing Rules.

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THE AGREEMENTS

1. Equipment Purchase Agreement with Contractor (A)

On 20 March 2017, EcoGreen Chemicals and Contractor (A) entered into the Equipment Purchase Agreement (1) pursuant to which Contractor (A) as vendor agreed to supply, and EcoGreen Chemicals as purchaser agreed to purchase certain installation materials and construction equipment for the Project. The principal terms of the Equipment Purchase Agreement (1) are as follows:

Date:	20 March 2017
Parties:	Purchaser: EcoGreen Chemicals
	Vendor: Contractor (A)
Subject matter:	Contractor (A) as vendor agreed to supply, and EcoGreen
	Chemicals as purchaser agreed to purchase certain
	installation materials and construction equipment for the
	Project.
Consideration and	The total consideration under the Equipment Purchase
payment terms:	Agreement (1) is RMB70,000,000.00 (equivalent to
	approximately HK$78,944,000) and shall be payable as
	follows:
	(i)	50% of the consideration shall be paid within 7
		business days after the effective date of the Equipment
		Purchase Agreement (1);
	(ii)	30% of the consideration shall be paid before delivery
		of the equipment according to Equipment Purchase
		Agreement (1);
	(iii)	15% of the consideration shall be paid within 15
		business days after the acceptance of inspection of the
		equipment and the receipt of the invoice from
		Contractor (A) according to Equipment Purchase
		Agreement (1); and

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1. 5% of the consideration shall be paid within 15 business days after the expiry of the defects liability period according to Equipment Purchase Agreement
   (1).

The consideration under the Equipment Purchase Agreement (1) was determined based on arm's length negotiation between the parties.

2. Construction Agreements with Contractor (B)

EcoGreen Chemicals and Contractor (B) entered into the Construction Agreement (1), the Construction Agreement (2) and the Construction Agreement (3) on 15 November 2017, 2 December 2017 and 3 June 2018 respectively. Under the Contractor (B) Agreements, EcoGreen Chemicals as principal agreed to engage Contractor (B) as contractor to provide construction services in the Project. The principal terms of each of the Contractor (B) Agreements are as follows:

Date:	Construction Agreement (1):
	15 November 2017
	Construction Agreement (2):
	2 December 2017
	Construction Agreement (3):
	3 June 2018
Parties:	Principal: EcoGreen Chemicals
	Contractor: Contractor (B)
Subject matter:	Construction Agreement (1):
	EcoGreen Chemicals as principal agreed to engage
	Contractor (B) as contractor to provide construction
	services in the Project, including civil construction and steel
	structural works, etc.

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	Construction Agreement (2):
	EcoGreen Chemicals as principal agreed to engage
	Contractor (B) as contractor to provide construction
	services in the Project, including steel structural and
	installation works, etc.
	Construction Agreement (3):
	EcoGreen Chemicals as principal agreed to engage
	Contractor (B) as contractor to provide construction
	services in the Project, including civil construction and steel
	structural works, etc.
Term of construction:	Construction Agreement (1):
	The construction under the Construction Agreement (1)
	shall be commenced on 25 December 2017 and completed
	on 5 September 2018.
	Construction Agreement (2):
	The construction under the Construction Agreement (2)
	shall be commenced on 15 March 2018 and completed on 5
	September 2018.
	Construction Agreement (3):
	The construction under the Construction Agreement (3)
	shall be commenced on 6 June 2018 and completed on 30
	January 2019.
Consideration and	Construction Agreement (1):
payment terms:	The total consideration under the Construction Agreement
	(1) is estimated to be RMB51,542,600.00 (equivalent to
	approximately HK$60,649,000) and shall be payable as
	follows:
	(i) 25% of the consideration shall be paid within 15
	business days after the commencement of the
	construction according to the Construction Agreement
	(1);

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1. 50% of the consideration shall be paid within 15 business days after the completion of the construction according to the Construction Agreement (1);
2. 20% of the consideration shall be paid within 20 business days after the acceptance of inspection of the construction and the receipt of the invoice from Contractor (B) according to the Construction Agreement (1); and
3. the remaining 5% of the consideration shall be paid within 10 business days after one year from the date of acceptance of inspection of the construction according to the Construction Agreement (1).

Construction Agreement (2):

The total consideration under the Construction Agreement

1. is estimated to be RMB72,870,000.00 (equivalent to approximately HK$86,147,000) and shall be payable as follows:

1. 25% of the consideration shall be paid within 15 business days after the effective date of the Construction Agreement (2);
2. 50% of the consideration shall be paid within 15 business days after the completion of the construction according to the Construction Agreement (2);
3. 20% of the consideration shall be paid within 20 business days after the acceptance of inspection of the construction and the receipt of the invoice from Contractor (B) according to the Construction Agreement (2); and
4. 5% of the consideration shall be paid within 10 business days after one year from the date of acceptance of inspection of the construction according to the Construction Agreement (2).

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