Hong Kong Exchanges and Clearing Limited and The Stock Exchange... responsibility for the contents of this announcement, make no representation...

Hong Kong Exchanges and Clearing Limited and The Stock Exchange... responsibility for the contents of this announcement, make no representation...

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.
GCL-Poly Energy Holdings Limited
保 利協鑫 能源控 股有限公 司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 3800)
CONTINUING CONNECTED TRANSACTIONS
IN RELATION TO STEAM SUPPLY
The Existing JZ Steam Supply Agreement between Jiangsu Zhongneng (a whollyowned subsidiary of the Company) and Jinshanqiao Cogeneration Plant will expire
on 31 October 2014. On 10 October 2014, Jiangsu Zhongneng entered into the New
JZ Agreement with Jinshanqiao Cogeneration Plant, pursuant to which Jinshanqiao
Cogeneration Plant agreed to supply steam to Jiangsu Zhongneng for one year,
commencing from 1 November 2014.
The Existing GCL Steam Supply Agreement between Jiangsu GCL (another whollyowned subsidiary of the Company) and Jinshanqiao Cogeneration Plant will expire
on 31 October 2014. On 10 October 2014, Jiangsu GCL entered into the New GCL
Agreement with Jinshanqiao Cogeneration Plant, pursuant to which Jinshanqiao
Cogeneration Plant agreed to supply steam to Jiangsu GCL for one year,
commencing from 1 November 2014.
The entire equity interests of Jinshanqiao Cogeneration Plant is held by a
discretionary trust, of which Mr. Zhu Gongshan (an executive Director) and his
family (including Mr. Zhu Yufeng, an executive Director and the son of Mr. Zhu
Gongshan) are beneficiaries. As Mr. Zhu Gongshan and Mr. Zhu Yufeng are both
connected persons of the Company and Jinshanqiao Cogeneration Plant is an
associate of them, Jinshanqiao Cogeneration Plant is therefore a connected person of
the Company. Accordingly, the transactions contemplated under the New JZ
Agreement and the New GCL Agreement constitute continuing connected
transactions for the Company under Chapter 14A of the Listing Rules.
–1–
As the highest of the applicable percentage ratios (other than the profits ratio) in
respect of the Annual Caps for the Continuing Connected Transactions (in
aggregate) will, on an annual basis, be more than 0.1% but less than 5%, the
Continuing Connected Transactions will constitute non-exempt continuing connected
transactions for the Company under the Listing Rules and will be subject to the
reporting and announcement requirements set out in Rules 14A.49 and 14A.35 of the
Listing Rules, but will be exempted from the independent shareholders’ approval
requirement set out in Rule 14A.36 of the Listing Rules.
1.
INTRODUCTION
Pursuant to the Existing JZ Steam Supply Agreement entered into between Jiangsu
Zhongneng (a wholly-owned subsidiary of the Company) and Jinshanqiao
Cogeneration Plant dated 18 October 2013, Jinshanqiao Cogeneration Plant agreed
to supply, and Jiangsu Zhongneng agreed to purchase, steam for the period from 1
November 2013 to 31 October 2014. The Existing JZ Steam Supply Agreement
and the transactions contemplated therein were announced by the Company on 18
October 2013.
Pursuant to the Existing GCL Steam Supply Agreement entered into between
Jiangsu GCL (another wholly-owned subsidiary of the Company) and Jinshanqiao
Cogeneration Plant dated 8 November 2011, Jinshanqiao Cogeneration Plant
agreed to supply, and Jiangsu GCL agreed to purchase, steam for the period from
8 November 2011 to 31 October 2014. The Existing GCL Steam Supply
Agreement and the transactions contemplated therein were announced by the
Company on 8 November 2011.
As the Existing JZ Steam Supply Agreement and the Existing GCL Steam Supply
Agreement will both expire on 31 October 2014, Jiangsu Zhongneng and Jiangsu
GCL have entered into the New JZ Agreement and the New GCL Agreement,
respectively, with Jinshanqiao Cogeneration Plant to renew the respective terms of
the Existing JZ Steam Supply Agreement and the Existing GCL Steam Supply
Agreement for one year commencing from 1 November 2014 and ending on 31
October 2015, subject to the terms and conditions provided therein.
–2–
2.
PRINCIPAL TERMS OF THE NEW JZ AGREEMENT
(a) Date
10 October 2014
(b) Parties
Supplier:
Customer:
Jinshanqiao Cogeneration Plant
Jiangsu Zhongneng
(c) Subject matter
Jinshanqiao Cogeneration Plant has agreed to supply, and Jiangsu Zhongneng
has agreed to purchase, steam with pressure of 0.8 Mpa and 3.8 Mpa for one
year, commencing from 1 November 2014 and ending on 31 October 2015.
Subject to the Annual Caps, the agreed steam price under the New JZ
Agreement for steam with pressure of 0.8 Mpa (temperature at 220oC) and 3.8
Mpa (temperature at 380o C) are RMB165 per tonne and RMB215 per tonne,
respectively, and will be payable monthly in arrears based on the amount of
steam utilised by Jiangsu Zhongneng in the relevant month.
(d) Basis of consideration
The steam supply price was determined by arm’s length negotiations between
the parties with reference to the price prescribed by the Xuzhou Price Bureau.
If the price prescribed by the government authority is adjusted, the parties
may enter into negotiations to revise the steam supply price.
3.
PRINCIPAL TERMS OF THE NEW GCL AGREEMENT
(a) Date
10 October 2014
(b) Parties
Supplier:
Customer:
Jinshanqiao Cogeneration Plant
Jiangsu GCL
(c) Subject matter
Jinshanqiao Cogeneration Plant has agreed to supply, and Jiangsu GCL has
agreed to purchase, steam with pressure of about 0.6-0.8 Mpa and temperature
at about 200o C–260 oC for one year, commencing from 1 November 2014 and
ending on 31 October 2015. Subject to the Annual Caps, the agreed steam
–3–
price under the New GCL Agreement for such steam is RMB180 per tonne
and will be payable monthly in arrears based on the amount of steam utilised
by Jiangsu GCL in the relevant month.
(d) Basis of consideration
The steam supply price was determined by arm’s length negotiations between
the parties with reference to the price prescribed by the Xuzhou Price Bureau.
If the price prescribed by the government authority is adjusted, the parties
will adopt the adjusted price as the applicable steam supply price.
There is a difference between the unit supply price of 0.8 Mpa to Jiangsu
Zhongneng (at RMB165 per tonne) and Jiangsu GCL (at RMB180 per tonne)
because a discount will be provided to Jiangsu Zhongneng due to its bulk
purchase. Due to the unique demand for steam of both high pressure and high
temperature by Jiangsu Zhongneng, which is currently the only customer of
Jinshanqiao Cogeneration Plant for steam with pressure at 3.8 Mpa and
temperature at 380 oC.
4.
ANNUAL CAPS
The Annual Caps for the continuing connected transactions under the New JZ
Agreement and the New GCL Agreement are as follows:
For the period from
1 November 2014 to
31 December 2014
(RMB)
For the period from
1 January 2015 to
31 October 2015
(RMB)
180,190,000
908,210,000
2,160,000
5,670,000
182,350,000
(equivalent to
approximately
HK$230,673,000
913,880,000
(equivalent to
approximately
HK$1,156,058,000
New JZ Agreement
New GCL Agreement
Total
The Annual Caps for the New JZ Agreement were calculated after primarily taking
into account (i) the current steam price under the Existing JZ Steam Supply
Agreement, (ii) the production capacity of Jinshanqiao Cogeneration Plant, (iii)
the anticipated steam price movements in the PRC; and (iv) the estimated
consumption of steam by Jiangsu Zhongneng.
–4–
For the period from 1 November 2013 to 30 September 2014, the total amount
paid by Jiangsu Zhongneng under the Existing JZ Steam Supply Agreement was
approximately RMB798,487,000.
The Annual Caps for the New GCL Agreement were calculated after primarily
taking into account (i) the current steam price under the Existing GCL Steam
Supply Agreement, (ii) the anticipated steam price movements in the PRC; and
(iii) the estimated consumption of steam by Jiangsu GCL.
For the years ended 31 December 2012 and 2013 and the period from 1 January
2014 to 30 September 2014, the total amounts paid by Jiangsu GCL under the
Existing GCL Steam Supply Agreement were approximately RMB2,118,000,
RMB5,700,000 and RMB4,829,000, respectively.
5.
Reasons for, and benefits of the Continuing Connected Transactions
The New JZ Agreement and the New GCL Agreement were entered into in the
usual and ordinary course of the Group’s business. Steam is required as energy by
Jiangsu Zhongneng as part of its polysilicon production processes and is required
by Jiangsu GCL to provide heat for its plant during the autumn and winter
seasons. The terms of the New JZ Agreement and the New GCL Agreement were
negotiated based on normal commercial terms and the steam supply prices were
determined following arm’s length negotiations between the parties.
The Directors (including the independent non-executive Directors) believe that the
Continuing Connected Transactions are on normal commercial terms and have
been entered into in the ordinary and usual course of business of the Company and
the terms of the Continuing Connected Transactions, including the Annual Caps
applicable thereto, are fair and reasonable and in the interests of the Company and
the Shareholders as a whole.
As Mr. Zhu Gongshan and Mr. Zhu Yufeng have a material interest in the
Continuing Connected Transactions (please see the section headed ‘‘General
Information’’ below for further details), they have abstained from voting on the
resolutions of the Board to approve the Continuing Connected Transactions.
Reference is also made to the Company’s announcements dated 4 October 2013,
26 November 2013 and 20 March 2014 (collectively, the ‘‘Announcements’’), in
which it was disclosed that the Company had received an enquiry from the Stock
Exchange in relation to certain non-competition undertakings given by, among
others, Mr. Zhu Gongshan and Mr. Zhu Yufeng, and their interests in the
Jinshanqiao Cogeneration Plant, the steps taken by the Board and the initial
findings of the independent board committee of the Company. Please refer to the
said Announcements for details of such enquiry and the actions taken and to be
–5–
taken by the Board in connection with such enquiry. Notwithstanding such
enquiry, the Directors believe that it is in the interests of the Company to enter
into the New JZ Agreement and the New GCL Agreement for the purposes of
securing a steady supply of steam necessary for the Group’s business operations
and heating purposes during the term of such agreements.
6.
General Information
The Company is an investment company and its subsidiaries are principally
engaged in the manufacturing of polysilicon and wafers for the solar industry as
well as the development, management and operation of environmentally friendly
power plants.
The Jinshanqiao Cogeneration Plant is principally engaged in the operation of
cogeneration power plant and sale of electricity and steam.
Jiangsu Zhongneng’s principal business operations involve the manufacture and
sale of polysilicon.
Jiangsu GCL’s principal business operations involve the manufacture and sale of
ingots and wafers.
The entire equity interests of Jinshanqiao Cogeneration Plant is held by a
discretionary trust, of which Mr. Zhu Gongshan (an executive Director) and his
family (including Mr. Zhu Yufeng, an executive Director and the son of Mr. Zhu
Gongshan) are beneficiaries. As Mr. Zhu Gongshan and Mr. Zhu Yufeng are both
connected persons of the Company and Jinshanqiao Cogeneration Plant is an
associate of them, Jinshanqiao Cogeneration Plant is therefore a connected person
of the Company. Accordingly, the transactions contemplated under the New JZ
Agreement and the New GCL Agreement constitute continuing connected
transactions for the Company under Chapter 14A of the Listing Rules.
As the highest of the applicable percentage ratios (other than the profits ratio) in
respect of the Annual Caps for the Continuing Connected Transactions (in
aggregate) will, on an annual basis, be more than 0.1% but less than 5%, the
Continuing Connected Transactions will constitute non-exempt continuing
connected transactions for the Company under the Listing Rules and will be
subject to the reporting and announcement requirements set out in Rules 14A.49
and 14A.35 of the Listing Rules, but will be exempt from the independent
shareholders’ approval requirement set out in Rule 14A.36 of the Listing Rules.
–6–
7.
Definitions
In this announcement, the following expressions shall, unless the context requires
otherwise, have the following meanings:
‘‘Annual Caps’’
the maximum aggregate annual values for the
continuing connected transactions under the New
JZ Agreement and the New GCL Agreement,
details of which are set out in the section headed
‘‘Annual Caps’’ in this announcement
‘‘associate’’
has the meaning ascribed to it in the Listing Rules
‘‘Board’’
the board of Directors
‘‘Company’’
GCL-Poly Energy Holdings Limited, a company
incorporated in the Cayman Islands with limited
liability, the shares of which are listed on the
Stock Exchange
‘‘connected person’’
has the meaning ascribed to it in the Listing Rules
‘‘Continuing Connected
Transactions’’
the transactions contemplated under the New JZ
Agreement and the New GCL Agreement
‘‘Director(s)’’
the director(s) of the Company
‘‘Existing GCL Steam Supply
Agreement’’
the agreement dated 8 November 2011 entered
into between Jinshanqiao Cogeneration Plant as
the supplier and Jiangsu GCL as the customer in
relation to the supply of steam for the period from
8 November 2011 to 31 October 2014
‘‘Existing JZ Steam Supply
Agreement’’
the agreement dated 18 October 2013 entered into
between Jinshanqiao Cogeneration Plant as the
supplier and Jiangsu Zhongneng as the customer
in relation to the supply of steam for the period
from 1 November 2013 to 31 October 2014
‘‘Group’’
the Company and its subsidiaries from time to
time
‘‘HK$’’
Hong Kong dollars, the lawful currency of Hong
Kong
–7–
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of
the PRC
‘‘Jiangsu GCL’’
江蘇協鑫硅材料科技發展有限公司 (Jiangsu GCL
Silicon Material Technology Development Co.,
Ltd.*), a company incorporated in the PRC and a
wholly-owned subsidiary of the Company
‘‘Jiangsu Zhongneng’’
江蘇中能硅業科技發展有限公司 (Jiangsu Zhongneng
Polysilicon Technology Development Co., Ltd.*), a
company incorporated in the PRC and a whollyowned subsidiary of the Company
‘‘Jinshanqiao Cogeneration
Plant’’
徐州金山橋熱電有限公司 (Xuzhou Jinshanqiao
Cogeneration Company, Limited*), a company
incorporated in the PRC
‘‘Listing Rules’’
The Rules Governing the Listing of Securities on
the Stock Exchange
‘‘Mpa’’
Megapascal, a unit of pressure equal to one
million pascals
‘‘New GCL Agreement’’
the agreement dated 10 October 2014 entered into
between Jinshanqiao Cogeneration Plant as the
supplier and Jiangsu GCL as the customer in
relation to the supply of steam
‘‘New JZ Agreement’’
the agreement dated 10 October 2014 entered into
between Jinshanqiao Cogeneration Plant as the
supplier and Jiangsu Zhongneng as the customer
in relation to the supply of steam
‘‘PRC’’
the People’s Republic of China
‘‘RMB’’
Renminbi, the lawful currency of the PRC
‘‘Shareholders’’
holders of the ordinary shares in the share capital
of the Company with the nominal value of
HK$0.10 each
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
–8–
‘‘Xuzhou Price Bureau’’
徐州市物價局 (Xuzhou Price Bureau*), the
government body for the determination of prices
in Xuzhou, PRC
This announcement contains translations between Renminbi and Hong Kong dollar
amounts at RMB1 = HK$1.265, being the exchange rate prevailing on 10 October
2014. The translations should not be taken as a representation that the Renminbi could
actually be converted into Hong Kong dollars at that rate or at all.
By order of the Board
GCL-Poly Energy Holdings Limited
Zhu Gongshan
Chairman
Hong Kong, 10 October 2014
As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Ji Jun,
Mr. Shu Hua, Ms. Sun Wei, Mr. Zhu Yufeng and Mr. Yeung Man Chung, Charles as executive directors;
Ir. Dr. Raymond Ho Chung Tai, Mr. Xue Zhongsu and Mr. Yip Tai Him as independent non-executive
directors.
*
For identification purposes only
–9–