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    868   KYG9828G1082

XINYI GLASS HOLDINGS LIMITED

(868)
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Xinyi Glass : JOINT ANNOUNCEMENT REVISED CAP AMOUNTS FOR CONTINUING CONNECTED TRANSACTIONS (A) PURCHASE OF PRODUCTION EQUIPMENT AND AUXILIARY FACILITIES AND (B) PURCHASE OF GLASS PRODUCTS

05/12/2021 | 06:56am EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

Xinyi Solar Holdings Limited

Xinyi Glass Holdings Limited

信 義 光 能 控 股 有 限 公 司

信 義 玻 璃 控 股 有 限 公 司

(Incorporated in the Cayman

(Incorporated in the Cayman

Islands with limited liability)

Islands with limited liability)

(Stock code: 00968)

(Stock code: 00868)

JOINT ANNOUNCEMENT

REVISED CAP AMOUNTS FOR

CONTINUING CONNECTED TRANSACTIONS

  1. PURCHASE OF PRODUCTION EQUIPMENT AND AUXILIARY FACILITIES

    1. AND
    2. PURCHASE OF GLASS PRODUCTS

Reference is made to the joint announcement of Xinyi Glass and Xinyi Solar dated 8 January 2021 in relation to (i) the Existing Equipment Agreement and (ii) the Existing Glass Agreement.

Supplemental Equipment Agreement

On 11 May 2021 (after trading hours), Xinyi Solar (Hong Kong) (for itself and on behalf of other members of the Xinyi Solar Group) and Wuhu Jinsanshi entered into the Supplemental Equipment Agreement to (i) set forth the Revised Cap Amount (Equipment) for the purchase of Production Equipment and Auxiliary Facilities and (ii) extend the agreement term to 31 December 2021. Save for the abovementioned revisions, all other terms and conditions under the Existing Equipment Agreement remain unchanged.

Supplemental Glass Agreement

On 11 May 2021(after trading hours), Xinyi Solar (for itself and on behalf of other members of the Xinyi Solar Group) and Xinyi Glass (Hong Kong) (for itself and on behalf of other members of the Xinyi Glass Group) entered into the Supplemental Glass Agreement to (i) set forth the Revised Cap Amount (Glass Products) for the purchase of the Glass Products and (ii) extend the agreement term to 31 December 2021. Save for the abovementioned revisions, all other terms and conditions under the Existing Glass Agreement remain unchanged.

− 1 −

Implications under the Listing Rules

As of the date of this joint announcement, the XYG Controlling Shareholders and their respective associates are interested in 25.96% of the share capital of Xinyi Solar. Xinyi Glass is interested in 22.85% of the share capital of Xinyi Solar. Xinyi Solar is not a subsidiary of Xinyi Glass but a connected person of Xinyi Glass. The XYG Controlling Shareholders and their respective associates are interested in 59.65% of the share capital of Xinyi Glass. Since Xinyi Glass is a substantial shareholder of Xinyi Solar, Xinyi Glass and its subsidiaries are connected persons of Xinyi Solar.

As the Existing Equipment Agreement (as amended by the Supplemental Equipment Agreement) and the Existing Glass Agreement (as amended by the Supplemental Glass Agreement) were entered into simultaneously between the Xinyi Glass Group as the supplier and the Xinyi Solar Group as the purchaser, the continuing connected transactions contemplated thereunder were treated as if they were one transaction for the purpose of Chapter 14A of the Listing Rules. As the applicable percentage ratios (other than the profits ratio which is not applicable) calculated (i) with reference to the Revised Cap Amount (Equipment) on a stand-alone basis, (ii) with reference to the Revised Cap Amount (Glass Products) on a stand-alone basis, and (iii) with reference to the Revised Cap Amount (Equipment) and the Revised Cap Amount (Glass Products) on an aggregated basis, are greater than 0.1% but less than 5%, the continuing connected transactions under each of the Existing Equipment Agreement (as amended by the Supplemental Equipment Agreement) and the Existing Glass Agreement (as amended by the Supplemental Glass Agreement) are subject to the reporting and announcement requirements, but are exempt from the circular (including independent financial advice) and shareholders' approval requirements, under Chapter 14A of the Listing Rules.

BACKGROUND

Reference is made to the joint announcement of Xinyi Glass and Xinyi Solar dated 8 January 2021 in relation to (i) the Existing Equipment Agreement and (ii) the Existing Glass Agreement.

SUPPLEMENTAL EQUIPMENT AGREEMENT

On 11 May 2021(after trading hours), Xinyi Solar (Hong Kong) (for itself and on behalf of other members of the Xinyi Solar Group) and Wuhu Jinsanshi entered into the Supplemental Equipment Agreement to (i) set forth the Revised Cap Amount (Equipment) for the purchase of Production Equipment and Auxiliary Facilities and

  1. extend the agreement term to 31 December 2021. Save for the abovementioned revisions, all other terms and conditions under the Existing Equipment Agreement remain unchanged.

− 2 −

The following sets forth the principal terms of the Supplemental Equipment Agreement:

Date:

11 May 2021 (after trading hours)

Parties:

Xinyi Solar (Hong Kong) (for itself and on behalf

of other members of the Xinyi Solar Group), as the

purchaser; and

Wuhu Jinsanshi, as the supplier.

Subject matter:

Pursuant to the Supplemental Equipment

Agreement, (i) the term of the Existing Equipment

Agreement has been extended from six months

commencing from 1 January 2021 to 30 June 2021

to one year commencing from 1 January 2021 to 31

December 2021; and (ii) the maximum aggregate

estimated purchase price payable by Xinyi Solar

Group to the Xinyi Glass Group for the Production

Equipment and Auxiliary Facilities is amended as

follows:

Existing maximum

RMB59.8 million

aggregate estimated

(equivalent to

purchase amount for

approximately

the six months ending

HK$71.2 million#)

30 June 2021

Revised maximum

RMB232.3 million

aggregate estimated

(equivalent to

purchase amount for

approximately

the year ending

HK$279.1 million)

31 December 2021

  • The translation of RMB into HK$ is based on the rate of RMB0.8393 = HK$1.0 as disclosed in the joint announcement dated 8 January 2021.

Revised Cap Amount (Equipment) and determination basis

The Revised Cap Amount (Equipment) for the year ending 31 December 2021 will be RMB232.3 million (equivalent to approximately HK$279.1 million). The actual purchase prices of the Production Equipment and Auxiliary Facilities will be determined on an arm's length basis upon normal commercial terms with reference to (a) the production cost incurred by Wuhu Jinsanshi plus a markup percentage as profit and (b) the then market prices of comparable equipment or facilities. The

− 3 −

markup percentage was determined with reference to (i) the average profit margin to be earned by independent third parties in supplying the equipment of comparable type with standard features and (ii) the additional costs in producing comparable equipment or facilities in accordance with the specific requirements and advanced features on a tailor-made basis. In any event, the purchase prices shall not be higher than the prices of comparable equipment or facilities charged by Wuhu Jinsanshi to any independent third party.

In considering the reasonableness of the estimated purchase amount under the Existing Equipment Agreement (as amended by the Supplemental Equipment Agreement), the Xinyi Solar Group has taken into consideration (a) the complexity and technical specifications of the Production Equipment and Auxiliary Facilities;

  1. the material costs and production costs likely to be incurred by Wuhu Jinsanshi in producing the Production Equipment and Auxiliary Facilities; (c) the historical purchase prices of similar equipment or facilities from Wuhu Jinsanshi; and (d) the price quotations obtained from independent third parties. The purchase prices under the Existing Equipment Agreement (as amended by the Supplemental Equipment Agreement) will also be subject to regular review by the relevant department of the Xinyi Solar Group and the approval of an executive Xinyi Solar Director. The historical transaction amount in relation to the purchase of the Production Equipment and Auxiliary Facilities for the three months ended 31 March 2021 was RMB37.7 million (equivalent to approximately HK$45.3 million).

SUPPLEMENTAL GLASS AGREEMENT

On 11 May 2021 (after trading hours), Xinyi Solar (for itself and on behalf of other members of the Xinyi Solar Group) and Xinyi Glass (Hong Kong) (for itself and on behalf of other members of the Xinyi Glass Group) entered into the Supplemental Glass Agreement to (i) set forth the Revised Cap Amount (Glass Products) for the purchase of the Glass Products and (ii) extend the agreement term to 31 December 2021. Save for the abovementioned revisions, all other terms and conditions under the Existing Glass Agreement remain unchanged.

The following sets forth the principal terms of the Supplemental Glass Agreement:

Date:

11 May 2021 (after trading hours)

Parties:

Xinyi Solar (for itself and on behalf of other

members of the Xinyi Solar Group), as the

purchaser; and

Xinyi Glass (Hong Kong) (for itself and on behalf

of other members of the Xinyi Glass Group), as the

supplier.

− 4 −

Subject matter:Pursuant to the Supplemental Glass Agreement, (i) the term of the Existing Glass Agreement has been extended from six months commencing from 1 January 2021 to 30 June 2021 to one year commencing from 1 January 2021 to 31 December 2021, and (ii) the maximum aggregate estimated purchase amount of the Glass Products by the Xinyi Solar Group from the Xinyi Glass Group is amended as follows:

Architectural

Float glass

glass products

products for the

for the

production of

construction of

back glass

office buildings

products

and factories

Existing

115,000 tonnes at

30,000 square

maximum

the amount of

meters at the

aggregate

not more than

amount of not

estimated

RMB305.3

more than

purchase

million

RMB4.4 million

amount for the

(equivalent to

(equivalent to

six months

approximately

approximately

ending 30 June

HK$363.8

HK$5.2 million#)

2021

million#)

Revised

45,000 tonnes at

40,000 square

maximum

the amount of

meters at the

aggregate

not more than

amount of not

estimated

RMB119.5

more than

purchase

million

RMB5.8 million

amount for the

(equivalent to

(equivalent to

year ending

approximately

approximately

31 December

HK$143.5

HK$7.0 million)

2021

million)

  • The translation of RMB into HK$ is based on the rate of RMB0.8393 = HK$1.0 as disclosed in the joint announcement dated 8 January 2021.

− 5 −

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Xinyi Glass Holdings Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:55:01 UTC.


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