XINYI SOLAR HOLDINGS LIMITED 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 under the laws of the Cayman Islands with limited liability)
(Stock code: 00968)Following the approval by the independent Shareholders of the Equity Investment on 7 December 2015, the Board is pleased to announce that Completion took place on 31 December 2015 pursuant to terms and conditions of the Investment Agreement. All conditions precedent to Completion have been satisfied. Upon Completion, an aggregate of 1,580 new Xinyi Energy Shares, representing 25.0% of the enlarged number of Xinyi Energy Shares immediately after Completion, have been subscribed by the Investors for a total cash consideration of HK$1,580 million. Xinyi Energy has become a non-wholly owned subsidiary of the Company, which holds 75.0% of the enlarged number of Xinyi Energy Shares in issue.
Following Completion, members of Xinyi Energy Group have become connected subsidiaries (as defined in Rule 14A.16 of the Listing Rules) of the Company. As such, transactions entered into between members of the Group (other than Xinyi Energy Group) and members of Xinyi Energy Group constitute connected transactions for the Company under the Listing Rules.
There are four transactions which have become continuing connected transactions for the Company following Completion. The transactions include the Additional Issue and the provision of corporate guarantees by the Company and other members of the Group (other than members of Xinyi Energy Group) for loan facilities provided to Xinyi Energy Group by third parties financial institutions.
The board (the "Board") of directors (the "Directors") of Xinyi Solar Holdings Limited refers to the announcement of the Company dated 18 October 2015 (the "Equity Investment Announcement") and the shareholders' circular issued by the Company on 7 November 2015 (the "Circular") in relation to, among other things, the Equity Investment (as defined below). Unless the context requires otherwise, the capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
Following the approval by the independent Shareholders of the Equity Investment on 7 December 2015, the Board is pleased to announce that Completion took place on 31 December 2015 pursuant to terms and conditions of the Investment Agreement. All conditions precedent to Completion have been satisfied. Upon Completion, an aggregate of 1,580 new Xinyi Energy Shares, representing 25.0% of the enlarged number of Xinyi Energy Shares immediately after Completion, have been subscribed by the Investors for a total cash consideration of HK$1,580 million. Following Completion, Xinyi Energy has become a non-wholly owned subsidiary of the Company, which holds 75.0% of the enlarged number of Xinyi Energy Shares in issue. The following table sets forth the shareholding structure of Xinyi Energy immediately before and immediately after Completion:
subsidiary of the Company) 4,740 100.00% 4,740 75.00%
InvestorsCharm Dazzle | - | - | 610 | 9.65% |
Xu Feng | - | - | 250 | 3.96% |
Sharp Elite | - | - | 250 | 3.96% |
Precious Smart | - | - | 150 | 2.37% |
Day Dimension | - | - | 80 | 1.26% |
Will Sail | - | - | 60 | 0.95% |
Yuanyi | - | - | 60 | 0.95% |
Heng Zhuo | - | - | 60 | 0.95% |
Far High | - | - | 60 | 0.95% |
Total | 4,740 | 100.00% | 6,320 | 100.00% |
As Xinyi Energy is held as to 25.0% in aggregate by the Investors, each of whom is a connected person of the Company by virtue of it being an associate of either a substantial shareholder of the Company or a Director, Xinyi Energy and its subsidiaries have become connected subsidiaries (as defined in Rule 14A.16 of the Listing Rules) of the Company upon Completion. As such, transactions entered into between members of the Group (other than members of Xinyi Energy Group) and members of Xinyi Energy Group constitute connected transactions for the Company. As of the date of this announcement, there are four transactions of this kind: the Additional Issue and three corporate guarantees currently provided by the Company and other members of the Group (other than members of Xinyi Energy Group) for the loan facilities provided to Xinyi Energy Group by various financial institutions. Pursuant to Rule 14A.60 of the Listing Rules, the following sets forth the information on these transactions which have become connected transactions for the Company upon Completion.
The terms of the Additional Issue have been disclosed in the Equity Investment Announcement and the Circular. As of the date of this announcement, there is no agreed timetable for the Additional Issue. The Company will issue further announcement on the Additional Issue in compliance with the Listing Rules as and when appropriate.
Corporate guarantees provided by the Company and other members of the Group (other than members of Xinyi Energy Group)The following sets forth the detailed information on the corporate guarantees currently provided by the Company and other members of the Group (other than members of Xinyi Energy Group) for the loan facilities used by Xinyi Energy Group:
Corporate guarantee provided by the Company and Xinyi Solar (HK) for a term loan of HK$400 million provided to a subsidiary of Xinyi Energy
On 17 February 2015, the Company and Xinyi Solar (HK) entered into a guarantee with a licensed bank in Hong Kong, pursuant to which the Company and Xinyi Solar (HK) have guaranteed, unconditionally and irrevocably, jointly and severally, to pay the licensed bank on demand all the guaranteed money in respect of a term loan of HK$400 million provided to Wise Regal Investments Limited, a wholly-owned subsidiary of Xinyi Energy. The term loan has been used by Xinyi Energy Group for building solar farms in the PRC and its general corporate funding requirements. The final maturity date for the loan will be 24 February 2018.
Corporate guarantee provided by Xinyi PV Products (Anhui) Holdings Limited ("Xinyi PV") for the banking facilities provided to various members of Xinyi Energy Group in the PRC
Xinyi PV is a wholly-owned subsidiary of the Company. On 4 November 2015, Xinyi PV entered into three guarantee agreements with a commercial bank in the PRC, pursuant to which Xinyi PV has agreed to provide a corporate guarantee for the banking facilities of RMB300 million (equivalent to approximately HK$361 million) provided to Xinyi Solar (Wuhu) Limited, Xinyi Solar (Fanchang) Limited and Xinyi Solar (Shou Xian) Limited, all being wholly-owned subsidiaries of Xinyi Energy in the PRC. The banking facilities are to be used by Xinyi Energy Group for the payment of the outstanding capital expenditure of solar farms under construction and its general working capital. The banking facilities are currently available for use by Xinyi Energy Group and will be matured on 3 November 2016.
Corporate guarantee provided by the Company and its various wholly-owned subsidiaries for a term loan facility granted to Xinyi Energy (BVI) Limited, a wholly-owned subsidiary of Xinyi Energy
It was disclosed in the Circular that Xinyi Energy was negotiating with a major local bank in Hong Kong for a long-term loan in the amount between HK$1.0 billion and HK$1.6 billion which would be entirely guaranteed by the Company and/or its subsidiaries (other than members of Xinyi Energy Group).
On 21 December 2015, the Company and its wholly-owned subsidiaries, namely Xinyi Solar (BVI) Limited and Xinyi Power (BVI) Limited, and a number of wholly-owned subsidiaries of Xinyi Energy, entered into a facility agreement as guarantors with Xinyi Energy (BVI) Limited, a wholly-owned subsidiary of Xinyi Energy, as the borrower, and various financial institutions as the lenders. Pursuant to the facility agreement, each of the guarantors has guaranteed, irrevocably and unconditionally, jointly and severally, to the lenders named in the facility agreement (a) the performance of the borrower and other obligors in the facility agreement and (b) the payment of the amount due under or in connection with the facility agreement. Pursuant to the facility agreement, the amount of the facility will not be more than HK$1.6 billion, which will be entirely guaranteed by the guarantors. The amount of the facility will be used by Xinyi Energy Group for financing or refinancing part of the construction cost of its solar farm projects in the PRC and its general working capital. The guarantee will be automatically released if Xinyi Energy is listed on the Stock Exchange. The long-term loan will be required to be repaid in full not later than 31 May 2019.
Xinyi Solar Holdings Ltd. issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 01:04:10 UTC
Original Document: http://www.xinyisolar.com/cn/images/addsn3/20161414223464501.pdf
