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 23 December 2015 (after trading hours), the Glass Supply Framework Agreement was entered into pursuant to which Xinyi Solar Group sources the Glass Products from Xinyi Glass Group. The Glass Supply Framework Agreement is valid for a period of six months. The Glass Products will be used by Xinyi Solar Group for its production purpose and the construction of the greenhouse within the solar farms.
As of the date of this announcement, Xinyi Glass is a substantial shareholder of Xinyi Solar holding 26.54% 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.
As the applicable percentage ratios (under Chapter 14 of the Listing Rules) represented by the Cap Amount (Glass) 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 Glass Supply Framework Agreement is renewed in 2016, the Xinyi Solar Board and the Xinyi Glass Board will comply with the applicable requirements under the Listing Rules taking into consideration the Cap Amount (Glass).
The transactions under the Glass Supply Framework Agreement do not constitute continuing connected transactions for Xinyi Glass. This announcement is therefore jointly issued by Xinyi Glass on a voluntary basis.
The Xinyi Solar Board and the Xinyi Glass Board refer to the Joint Announcement. 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 Xinyi Solar Group and Xinyi Glass Group in respect of the purchase of Glass Products. The purpose of this announcement is to provide the Shareholders and prospective investors of Xinyi Solar and Xinyi Glass 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 23 December 2015 (after trading hours), the Glass Supply Framework Agreement was entered into pursuant to which Xinyi Solar Group sources the Glass Products from Xinyi Glass Group. The Glass Supply Framework Agreement is valid for a period of six months. The Glass Products will be used by Xinyi Solar Group for its production purpose and the construction of the greenhouse within the solar farms.
The following sets forth the principal terms of the Glass Supply Framework Agreement:-
Float glass products of approximately 4.62 million square metres to be used by Xinyi Solar Group for the production of its back glass products at the maximum purchase price of RMB49.34 million (equivalent to HK$59.45 million).
Construction glass products of approximately 36,000 square metres to be used by Xinyi Solar Group for the construction of greenhouse located in its solar farms at the expected maximum purchase price of RMB4.32 million (equivalent to HK$5.20 million).
In light of the above maximum purchase price, the Cap Amount (Glass) is set at RMB53.66 million (equivalent to HK$64.65 million).
The purchase prices of the Glass Products will be determined with reference to (i) the prevailing selling prices from time to time determined by Xinyi Glass Group and (ii) the prevailing selling prices offered by other independent suppliers of the same glass products in similar purchase quantities. As the production facilities of Xinyi Solar Group are adjacent to those of Xinyi Glass Group, Xinyi Solar Group could save the transportation and handling costs in purchasing the Glass Products from Xinyi Glass Group which would result in the purchase prices of the Glass Products charged by Xinyi Glass Group to be generally more favourable than the prices for the same glass products offered by Independent Third Parties.
The Cap Amount (Glass) is determined after taking into consideration the expected purchase volume required and the estimated purchase prices of the float glass and the construction glass during the term of the Glass Supply Framework Agreement.
The Xinyi Solar Board considers that the Glass Supply Framework Agreement, which regulates the business relationship between Xinyi Glass Group and Xinyi Solar Group on the purchase of the Glass Products, (i) is entered into in its ordinary and usual course of business of Xinyi Solar, (ii) will provide Xinyi Solar Group with a convenient and cost-effective source of glass products with savings in transportation and handling costs due to the close proximity between the production facilities of Xinyi Glass Group and those of Xinyi Solar Group and (iii) enables Xinyi Solar Group to secure a stable and reliable supply of the Glass Products.
As the market conditions may change from time to time, both the Xinyi Solar Directors and the Xinyi Glass Directors consider that it would be appropriate for the Glass Supply Framework Agreement to be of a term of six months. The Xinyi Solar Directors and the Xinyi Glass Directors will review the market conditions and will decide whether renewal of the Glass Supply Framework Agreement would be appropriate and in the best interest of Xinyi Solar Group and Xinyi Glass Group, respectively.
In light of the above, the Xinyi Solar Directors consider that the Glass Supply Framework Agreement has been entered into (a) in the ordinary and usual course of the business of Xinyi Solar, (b) on normal commercial terms and (c) on terms that are fair and reasonable and in the interest of Xinyi Solar and Xinyi Solar Shareholders as a whole. The Xinyi Glass Board considers that the Glass Supply Framework Agreement is entered into its ordinary and usual course of business of Xinyi Glass and will broaden the revenue base of Xinyi Glass Group.
As each of the following Xinyi Solar Directors, namely Datuk LEE Yin Yee, B.B.S., Mr. TUNG Ching Sai and Mr. LI Man Yin, has interests in the share capital of Xinyi Glass, each of them has abstained from voting on the relevant resolutions approving the Glass Supply Framework Agreement.
As of the date of this announcement, Xinyi Glass is a substantial shareholder of Xinyi Solar holding 26.54% 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.
As the applicable percentage ratios (under Chapter 14 of the Listing Rules) represented by the Cap Amount (Glass) is less than 5.0%, all of the transactions
Xinyi Glass Holdings Ltd. issued this content on 2015-12-23 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-19 03:07:07 UTC
Original Document: http://www.xinyiglass.com/cn/images/addsn3/201611910522767090.pdf
