XINYI GLASS HOLDINGS LTD. 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.
信 義 光 能 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00968) Xinyi Glass Holdings Limited信 義 玻 璃 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00868)On 21 January 2016 (after trading hours), the Equipment Purchase Framework Agreement was entered into between the Xinyi Solar Group and the Xinyi Glass Group. The Equipment Purchase Framework Agreement is valid for a period of six months. The Automation Equipment is used by Xinyi Solar Group as part of its production facilities.
As disclosed in the Listing Document, pursuant to the Solar Lease Agreements, the Xinyi Solar Group leases from the Xinyi Glass Group certain factory premises in Wuhu and Tianjin for a period of three years from 1 September 2013 to 31 August 2016. The annual caps under the Solar Lease Agreements up to the year ended 31 December 2015 have been disclosed in the Listing Document, and the lease payments under Solar Lease Agreements have not exceeded such annual caps. Although the Solar Lease Agreements have yet to expire, the Cap Amount (Solar Leases) was not disclosed in the Listing Document. The parties intend to renew the lease agreements upon the same terms and conditions except that the lease payments have been determined and adjusted (if necessary) with reference to the then market level by an independent valuer.
As disclosed in the Listing Document, pursuant to the Glass Lease Agreement, the Xinyi Glass Group leases from the Xinyi Solar Group certain factory premises in Wuhu for a period of three years from 1 September 2013 to 31 August 2016. The annual cap under the Glass Lease Agreement up to the year ended 31 December 2015 has been disclosed in the Listing Document, and lease payments under the Glass Lease Agreement has not exceeded such annual cap. Although the Glass Lease Agreement has yet to expire, the Cap Amount (Glass Lease) was not disclosed in the Listing Document. The parties intend to renew the lease agreements upon the same terms and conditions except that the lease payments have been determined and adjusted (if necessary) with reference to the then market level by an independent valuer.
As of the date of this announcement, Xinyi Glass is a substantial shareholder of Xinyi Solar holding 28.16% of the issued share capital of Xinyi Solar, directly and indirectly, through its wholly-owned subsidiaries, namely Xinyi Glass (BVI) and Xinyi Glass (Hong Kong). Hence, Xinyi Glass and its subsidiaries are connected persons of Xinyi Solar pursuant to Rule 14A.07(1) of the Listing Rules.
The following table sets for a summary of the Cap Amount (Equipment), the Cap Amount (Solar Leases) and the Cap Amount (Glass Lease):
Equipment Purchase Framework Agreement 15,620
Solar Lease Agreements 5,946
Glass lease Agreement 1,087
As the applicable percentage ratios (under Chapter 14 of the Listing Rules) represented by each of the Cap Amount (Equipment) and the aggregate of the Cap Amount (Solar Leases) and Cap Amount (Glass Lease) is less than 5.0%, all of the transactions constitute continuing connected transactions for Xinyi Solar which are exempt from the independent Shareholders' approval but subject to the reporting, announcement and annual review requirements under Rule 14A.76(2) of the Listing Rules. If the Equipment Purchase Framework Agreement is renewed later in 2016 the Xinyi Solar Board and the Xinyi Glass Board will comply with the applicable requirements under the Listing Rules taking into consideration of the Cap Amount (Equipment).
BACKGROUND INFORMATIONThe Xinyi Solar Board and the Xinyi Glass Board refer to the Joint Announcement and the Listing Document. Unless the context requires otherwise, the capitalised terms used herein shall have the same meanings as defined in the Joint Announcement. In the Joint Announcement, the Xinyi Solar Board and the Xinyi Glass Board announced that there were continuing connected transactions between the Xinyi Solar Group and the Xinyi Glass Group arising from the purchase of the Automation Equipment. It was also disclosed in the Listing Document that there were leases of properties between the Xinyi Solar Group and the Xinyi Glass Group under the Solar Lease Agreements and the Glass Lease Agreement, the annual caps of which up to the year ended 31 December 2015 have been disclosed in the Listing Document.
The purpose of this announcement is to provide the Shareholders and prospective investors of Xinyi Solar and Xinyi Glass with updated information on these continuing connected transactions and the implications thereof under the Listing Rules. The Xinyi Solar Board and the Xinyi Glass Board confirm that all of these transactions are and will continue to be conducted on an arm's length basis with normal commercial terms and are in the respective interests of Xinyi Solar and Xinyi Glass and their respective shareholders as a whole.
On 21 January 2016 (after trading hours), the Equipment Purchase Framework Agreement was entered into between the Xinyi Solar Group and the Xinyi Glass Group. The Equipment Purchase Framework Agreement is valid for a period of six months. The Automation Equipment is used by Xinyi Solar Group as part of its production facilities.
The following sets forth the principal terms of the Equipment Purchase Framework Agreement:-
Date: 21 January 2016
Parties: Xinyi Solar (Hong Kong) acting for members of the Xinyi Solar Group, as the purchaser of the Automation Equipment
Wuhu Jinsanshi as the seller
Term: Commenced from 21 January 2016 to 30 June 2016
Subject matter of the Equipment Purchase Framework
Agreement:
Members of the Xinyi Solar Group will purchase from Wuhu Jinsanshi the Automation Equipment. The Automation Equipment must satisfy the requirements and the specifications from time to time approved by the Xinyi Solar Group. Before confirming the acceptance of delivery, the Automation Equipment must be installed by Wuhu Jinsanshi at such locations as designated by members of the Xinyi Solar Group and must be tested and trial run to the satisfaction of the Xinyi Solar Group within the required time period.
The Automation Equipment will be subject to a warranty period of 12 months from the date of acceptance of delivery. Such warranty period may be extended to 18 months if there is any delay in the date of acceptance of delivery. During the warranty period, Wuhu Jinsanshi will provide on-site guidance and repair and replacement services for free.
Aggregate purchase price:
The total purchase price is expected to be not more than RMB13.28 million (equivalent to HK$15.62 million) which shall be payable by the Xinyi Solar Group in four instalments as follows:-
10% of the Aggregate Purchase Price, within 10 business days in the PRC following the date of the Equipment Purchase Framework Agreement;
70% of the purchase price of each Automation Equipment, not less than five business days in the PRC immediately before the proposed date of delivery of the relevant Automation Equipment;
10% of the purchase price of the relevant Automation Equipment being accepted for delivery, five business days in the PRC after the date of receipt of the invoice of Wuhu Jinsanshi for payment; and
10% of the purchase price of the relevant Automation Equipment, upon expiry of the warranty period.
Xinyi Glass Holdings Ltd. issued this content on 21 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 February 2016 03:03:28 UTC
Original Document: http://www.xinyiglass.com/cn/images/addsn3/201621610513598320.pdf
