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.

GCL-Poly Energy Holdings Limited 保利協鑫能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

DISCLOSEABLE TRANSACTION IN RELATION TO THE MODULE PURCHASE AGREEMENT WITH

HANWHA Q CELLS (QIDONG) CO., LTD.*

THE DISCLOSEABLE TRANSACTION

On 24 October 2018, Baoying GCL New Energy as the customer and Hanwha Q Cells as the supplier entered into a module purchase agreement for the supply and purchase of 70MW of solar modules at a unit price of not higher than RMB1.89 per watt for certain photovoltaic power station projects of the GNE Group at a total consideration of not higher than RMB132,300,000 (the "October 2018 Module Purchase Agreement").

On 6 September 2018, Zhenjiang GCL New Energy as the customer and Hanwha Q Cells as the supplier entered into a module purchase agreement for the supply and purchase of 16MW of solar modules at a unit price of not higher than RMB1.95 per watt for certain photovoltaic power station projects of the GNE Group at a total consideration of not higher than RMB31,200,000 (the "September 2018 Module Purchase Agreement").

Furthermore, the GNE Group also entered into the July 2018 Module Purchase Framework Agreement and the April 2018 Module Purchase Agreement with Hanwha Q Cells in the past 12 months. For further information, please refer to the Previous Announcement made by GNE.

LISTING RULES IMPLICATIONS

As none of the applicable percentage ratio(s) in respect of each of the October 2018 Module Purchase Agreement, the September 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement and the April 2018 Module Purchase Agreement exceeds 5%, the entering into each of the October 2018 Module Purchase Agreement, the September 2018 Module

Purchase Agreement, the July 2018 Module Purchase Framework Agreement and the April 2018 Module Purchase Agreement, on a stand-alone basis, does not constitute a notifiable transaction of GCL-Poly under Chapter 14 of the Listing Rules.

As the GNE Group entered into the April 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement, and the September 2018 Module Purchase Agreement respectively with Hanwha Q Cells within a 12-month period prior to and inclusive of the date of the October 2018 Module Purchase Agreement, the April 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement, the September 2018 Module Purchase Agreement and the October 2018 Module Purchase Agreement shall be aggregated as a series of transaction for GCL-Poly pursuant to Rule 14.22 of the Listing Rules. The entering into of the April 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement, the September 2018 Module Purchase Agreement and the October 2018 Module Purchase Agreement (in aggregate) constitutes a discloseable transaction for GCL-Poly under Chapter 14 of the Listing Rules.

1. PRINCIPAL TERMS OF THE OCTOBER 2018 MODULE PURCHASE AGREEMENT

(i)

Date:

24 October 2018

(ii)

Parties:

(1) Customer: Baoying GCL New Energy

(2) Supplier: Hanwha Q Cells

(iii)

Subject matter

Hanwha Q Cells agreed to supply and Baoying GCL New Energy agreed to purchase 70MW of solar modules at a unit price of not higher than RMB1.89 per watt at a total consideration of not higher than RMB132,300,000, which is subject to downward adjustments upon the fulfilment of certain conditions.

(iv) Basis of consideration

The October 2018 Module Purchase Agreement was entered into on an arm's length basis and on normal commercial terms. The consideration is calculated on the basis of the then market price of similar products. Pursuant to the October 2018 Module Purchase Agreement, Baoying GCL New Energy will place individual purchase orders with quantity of solar modules, based on the actual project requirements of Baoying GCL New Energy, and if the solar modules have not been produced, the unit price of solar modules shall be determined by mutual agreement reached between the parties, based on the then prevailing market price.

(v) Payment terms

The consideration for the solar modules under the October 2018 Module Purchase Agreement shall be paid by Baoying GCL New Energy to Hanwha Q Cells in accordance with the following milestones:

  • (a) 20% of the total consideration as prepayment within 7 business days upon Hanwha

    Q Cells providing Baoying GCL New Energy with a receipt for 20% of the total consideration;

  • (b) 30% of the total consideration prior to the dispatch of the solar modules to Baoying

    GCL New Energy, provided that a receipt for 30% of the total consideration has been provided;

  • (c) 40% of the total consideration within 10 business days provided that (i) all solar modules pursuant to the purchase order has been delivered to Baoying GCL New

    Energy; (ii) the solar modules pursuant to the purchase order has been delivered to the location designated by Baoying GCL New Energy for 150 days or the photovoltaic power station using the solar modules purchase from Hanwha Q Cells has performed test run and quality check of full grid connection capacity for 3 weeks, whichever is the earlier; (iii) Hanwha Q Cells has provided Baoying GCL

    New Energy with a value-added tax invoice; (iv) a receipt for 40% of the total consideration has been provided; and (v) there is no quality issues with the solar modules or such quality issues has been rectified; and

  • (d) 10% of the total consideration within 20 business days provided that (i) all solar modules has been delivered to the location designated by Baoying GCL New Energy for 180 days and there is no quality issues with the solar modules or such quality issues has been rectified; and (ii) a bank warranty guarantee equivalent to 10% of the total consideration valid for a period of 12 months has been provided by Hanwha

    Q Cells to Baoying GCL New Energy.

2. PRINCIPAL TERMS OF THE SEPTEMBER 2018 MODULE PURCHASE AGREEMENT

(i)

Date:

6 September 2018

(ii)

Parties:

(1) Customer:

Zhenjiang GCL New Energy

(2) Supplier:

Hanwha Q Cells

  • (iii) Subject matter

    Hanwha Q Cells agreed to supply and Zhenjiang GCL New Energy agreed to purchase 16MW of solar modules at a unit price of not higher than RMB1.95 per watt at a total consideration of not higher than RMB31,200,000, which is subject to downward adjustments upon the fulfilment of certain conditions.

  • (iv) Basis of consideration

    The September 2018 Module Purchase Agreement was entered into on an arm's length basis and on normal commercial terms. The consideration is calculated on the basis of the then market price of similar products. Pursuant to the September 2018 Module Purchase Agreement, Zhenjiang GCL New Energy will place individual purchase orders with quantity of solar modules, based on the actual project requirements of Zhenjiang GCL New Energy, and if the solar modules have not been produced, the unit price of solar modules shall be determined by mutual agreement reached between the parties, based on the then prevailing market price.

(v) Payment terms

The consideration for the solar modules under the September 2018 Module Purchase

Agreement shall be paid by Zhenjiang GCL New Energy to Hanwha Q Cells in accordance with the following milestones:

  • (a) 20% of the total consideration as prepayment within 7 business days upon Hanwha

    Q Cells providing Zhenjiang GCL New Energy with a receipt for 20% of the total consideration;

  • (b) 30% of the total consideration prior to the dispatch of the solar modules to Zhenjiang GCL New Energy, provided that a receipt for 30% of the total consideration has been provided;

  • (c) 40% of the total consideration within 10 business days provided that (i) all solar modules pursuant to the purchase order has been delivered to Zhenjiang GCL New

    Energy; (ii) the solar modules pursuant to the purchase order has been delivered to the location designated by Zhenjiang GCL New Energy for 150 days or the photovoltaic power station using the solar modules purchase from Hanwha Q Cells has performed test run and quality check of full grid connection capacity for 3 weeks, whichever is the earlier; (iii) Hanwha Q Cells has provided Zhenjiang GCL

    New Energy with a value-added tax invoice; (iv) a receipt for 40% of the total consideration has been provided; and (v) there is no quality issues with the solar modules or such quality issues has been rectified; and

(d) 10% of the total consideration within 20 business days provided that (i) all solar modules has been delivered to the location designated by Zhenjiang GCL New Energy for 180 days and there is no quality issues with the solar modules or such quality issues has been rectified; and (ii) a bank warranty guarantee equivalent to 10% of the total consideration valid for a period of 12 months has been provided by Hanwha Q Cells to Zhenjiang GCL New Energy.

  • 3. REASONS FOR AND BENEFITS OF THE DISCLOSEABLE TRANSACTION

    The GNE Group has to purchase equipment, such as solar modules, for completing the construction of photovoltaic power station projects which have not reached full grid connection capacity before 30 June 2018, so that these power stations could generate electricity based on tariff set in 2017. As a result, the GNE Group negotiated with Hanwha Q Cells for the purchase of solar modules for its projects. The GNE Group believes that Hanwha Q Cells can supply solar modules which meet the GNE Group's required quality standard at a reasonable cost.

    Based on the above reasons and having considered all relevant factors, the GNE Directors believe and consider that the terms of the October 2018 Module Purchase Agreement, the September 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement and the April 2018 Module Purchase Agreement are fair and reasonable and are in the interests of GNE and the GNE Shareholders as a whole.

    Based on the views of the GNE Directors and having considered all relevant factors, the Directors consider that the terms of the October 2018 Module Purchase Agreement, the September 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement and the April 2018 Module Purchase Agreement are fair and reasonable and are in the interests of GCL-Poly and the Shareholders as a whole.

  • 4. LISTING RULES IMPLICATIONS

    As none of the applicable percentage ratio(s) in respect of each of the October 2018 Module Purchase Agreement, the September 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement and the April 2018 Module Purchase Agreement exceeds 5%, the entering into each of the October 2018 Module Purchase Agreement, the September 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement and the April 2018 Module Purchase Agreement, on a stand-alone basis, does not constitute a notifiable transaction of GCL-Poly under Chapter 14 of the Listing Rules.

    As the GNE Group entered into the April 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement, and the September 2018 Module Purchase Agreement respectively with Hanwha Q Cells within a 12-month period prior to and inclusive of the date of the October 2018 Module Purchase Agreement, the April 2018 Module Purchase Agreement, the July 2018 Module Purchase Framework Agreement, the September 2018 Module Purchase Agreement and the October 2018 Module Purchase Agreement shall be aggregated as a series of

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GCL-Poly Energy Holdings Ltd. published this content on 24 October 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 October 2018 13:57:03 UTC