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Concord New Energy Group Limited
協 合 新 能 源 集 團 有 限 公 司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 182)
DISCLOSEABLE TRANSACTION
FINANCE LEASE ARRANGEMENT
FINANCE LEASE ARRANGEMENT
The Board is pleased to announce that after trading hour on 11 May 2021, the Seller, the Lessee and the Financier agreed on the Finance Lease Arrangement by way of entering into the following agreements:
- the Seller, the Lessee and the Financier entered into the Sale and Purchase Agreement, pursuant to which the Financier shall purchase the Equipment from the Seller at a purchase price of approximately RMB205.8 million for the purposes of leasing the Equipment to the Lessee; and
- the Lessee and the Financier entered into the Finance Lease Agreement, pursuant to which the Lessee shall lease the Equipment from the Financier for the Finance Period in consideration of the Lessee paying to the Financier the quarterly Lease Payments.
LISTING RULES IMPLICATIONS
As the highest Applicable Percentage Ratio for the Finance Lease Arrangement exceeds 5% but is less than 25%, the entering into the Finance Lease Arrangement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification and publication requirements under Chapter 14 of the Listing Rules. As the Previous Finance Lease Arrangements were conducted within a 12-month period before the date of the Finance Lease Agreement, the Aggregated Transactions shall be aggregated under Chapter 14 of the Listing Rules resulting in a highest Applicable Percentage Ratio on an aggregated basis exceeds 5% but is less than 25%, the Aggregated Transactions on an aggregated basis also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
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The Board is pleased to announce that after trading hour on 11 May 2021, the Seller, the Lessee and the Financier agreed on the Finance Lease Arrangement by way of entering into the following agreements. Details of the Finance Lease Arrangement are set out below.
FINANCE LEASE ARRANGEMENT
Sale and Purchase Agreement
Date: | 11 May 2021 |
Parties: | (i) the Financier as the purchaser; |
(ii) the Seller as the seller; and | |
(iii) the Lessee to undertake certain rights and obligations for the | |
transactions contemplated under the Sale and Purchase Agreement. | |
Subject asset: | The Equipment, which shall be purchased by the Financier from the |
Seller for the purposes of leasing the Equipment to the Lessee from the | |
Financier. | |
Purchase price: | The Purchase Price payable by the Financier to the Seller for the |
purchase of the Equipment shall be approximately RMB205.8 million | |
(approximately HK$245 million), which was determined after arm's length | |
negotiation between the Seller, the Lessee and the Financier with reference | |
to the market value of the Equipment and the amount of financing needs | |
required by the Group under the Finance Lease Arrangement. As at the | |
date of this announcement, the Equipment has not been fully acquired by | |
the Lessee. | |
The Purchase Price to be paid to the Seller (being the total amount to be | |
borrowed by the Group under the Finance Lease Arrangement) is equal to | |
the original purchase price of the Equipment plus the management costs | |
of the Group attributable to the Equipment. The original purchase price | |
of the Equipment is in line with its market value, which is determined | |
based on the Group's experience in acquiring comparable equipment | |
accumulated in the past years and in monitoring the market value of | |
comparable equipment, which includes reviewing quotations obtained from | |
suppliers of comparable equipment who are independent third parties. | |
The Purchase Price shall be paid by three instalments. |
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The first instalment of the Purchase Price shall be RMB150 million (the "First Instalment"), payable after the fulfilment of the following conditions (the "First Instalment Conditions"):
- there being no breaches of the Finance Lease Agreement by the Lessee;
- the first instalment payment of the security deposit as specified in the Finance Lease Agreement having been received by the Financier;
- all the security documents as mentioned below (the "Security Documents") having been duly executed and all the relevant procedures for the Security Documents having been completed;
- the Lessee having insured the construction and installation engineering works for the Power Plant with the Financier being named as the first beneficiary of such insurance;
- the Lessee having provided to the Financier the proof of its own fund of not less than RMB37.5 million in aggregate;
- there being no circumstances which affect the performance of the Finance Lease Agreement or the consummation of the transactions contemplated thereunder; and
- all other conditions or relevant procedures as required by the Sale and Purchase Agreement having been satisfied or completed.
It is expected that the First Instalment will be paid on or around 17 May 2021. If the First Instalment Conditions have not been fulfilled by 29 October 2021, the Financier shall have the right to terminate the Sale and Purchase Agreement.
The second instalment of the Purchase Price shall be RMB35 million (the "Second Instalment"), payable after the fulfillment of the following conditions:
- the First Instalment having been paid;
- the Lessee having provided to the Financier the proof of its own fund of not less than RMB46.25 million in aggregate;
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- the Lessee having provided to the Financier copies of the main contract for the construction and installation engineering works for the Power Plant;
- the Financier having received the confirmation of acceptance from the Lessee in respect of certain turbines of the Equipment; and
- the second instalment payment of the security deposit as specified in the Finance Lease Agreement having been received by the Financier.
It is expected that the Second Instalment will be paid around the end of September 2021.
The last instalment of the Purchase Price shall be approximately RMB20.8 million (the "Last Instalment"), payable after the fulfilment of the following conditions:
- the Second Instalment having been paid;
- the Lessee having provided to the Financier the proof of its own fund of not less than RMB51.44 million in aggregate;
- the Lessee having insured the Equipment against all risks with the Financier being named as the first beneficiary of such insurance;
- the Power Plant having been fully connected to the power grid;
- the Financier having received from the Lessee the executed sale and purchase contract for electricity generated from the Power Plant and the executed grid-connected scheduling agreement for the Power Plant;
- the Financier and the Lessee having executed the agreement for the electricity income supervised bank account and having completed the necessary procedures thereunder; and
- the third instalment payment of the security deposit as specified in the Finance Lease Agreement having been received by the Financier.
It is expected that the Last Instalment will be paid around the end of November 2021.
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Finance Lease Agreement
Date: | 11 May 2021 |
Parties: | (i) the Financier as the lessor; and |
(ii) the Lessee as the lessee. | |
Subject asset: | The Equipment, which shall be leased from the Financier by the Lessee. |
Finance Period: | A period of 3 years commencing from the date of payment of the first |
instalment of the Purchase Price. | |
Lease payments and | The Lessee shall pay quarterly Lease Payments to the Financier during the |
interest rate: | Finance Period. The total Lease Payments represents the Purchase Price |
paid by the Financier for the purchase of the Equipment plus interest | |
attributable to the Finance Lease Arrangement to be determined based on | |
the following applicable interest rate in respect of each quarter for which | |
a Lease Payment is made. | |
The applicable interest rate is a floating interest rate equal to the relevant | |
5-year LPR plus 1%. The relevant LPR for the first Lease Payment is | |
the LPR announced on 20 April 2021, being 4.65%, which gives rise | |
to an applicable interest rate of 5.65% for the first Lease Payment. The | |
applicable interest rate will be adjusted every 12 months on the first | |
quarterly Lease Payment in every 12-month period of the Finance Period, | |
which will, after adjustment, equal to the LPR in the month before such | |
quarterly Lease Payment plus 1%. Assuming the applicable interest rate | |
was 5.65% throughout the Finance Period, the total Lease Payments would | |
be approximately RMB234.9 million (approximately HK$279.6 million). | |
The Lease Payments and the applicable interest rate were determined | |
after arm's length negotiation between the Lessee and the Financier with | |
reference to the prevailing market cost of equipment finance lease. | |
Security documents: | As security for the due performance of all the Lessee's obligations under |
the Finance Lease Agreement, the Lessee, the Company and certain | |
wholly-owned subsidiaries of the Company (namely Century Concord | |
Wind Power and Beijing Heting) shall, in favour of the Financier, execute | |
the Security Documents consisting of the guarantees and the pledges on | |
(i) the equity interest in the Lessee and (ii) receivables arising from the | |
operation of the Power Plant. |
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Concord New Energy Group 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 10:33:02 UTC.