HANERGY SOLAR GROUP LIMITED

Transcription

1 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. HANERGY SOLAR GROUP LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 566) CONNECTED TRANSACTION ACQUISITION OF MIASOLÉ S ASSETS AND ASSIGNMENT AND ASSUMPTION OF LEASE The Board is pleased to announce that on 17 July 2014, (i) MiaSolé Hi-Tech, a wholly owned subsidiary of the Company, as buyer entered into the Agreement with Hanergy (America), a subsidiary of Hanergy Holding, as seller for the acquisition of the Purchased Assets from Hanergy (America) for an aggregate Purchase Price of US$4,000,000; and (ii) MiaSolé Hi-Tech entered into the Lease Assignment with MiaSolé, a subsidiary of Hanergy Holding, for the assignment and assumption of the Lease by MiaSolé Hi-Tech. Listing Rules Implication Hanergy Holding, through Hanergy Investment, Hanergy Option and GL Wind Farm, is a controlling Shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. As Hanergy (America) and MiaSolé are subsidiaries of Hanergy Holding, the entering into the Agreements and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. Given the relevant percentage ratios in respect of the Agreements (as aggregated with the Previous Agreements) are less than 5%, the Agreements and the transactions contemplated thereunder are subject to reporting and announcement requirements but are exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. 1

2 The Agreement Date 17 July 2014 Parties (1) MiaSolé Hi-Tech as Buyer; and (2) Hanergy (America) as Seller. MiaSolé Hi-Tech is a company incorporated in California, the United States of America and a wholly-owned subsidiary of the Company. Hanergy (America) is a limited liability company organized under the laws of Texas, the United States of America and a wholly-owned subsidiary of Hanergy Holding, which is a company established in the PRC with limited liability in The principal business of Hanergy Group includes investment in clean energy business in the PRC. It has operated or invested in a number clean energy projects in the PRC, including solar, hydro and wind power projects. Hanergy Holding, through Hanergy Investment, Hanergy Option and GL Wind Farm, is a controlling Shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. As Hanergy (America) is a subsidiary of Hanergy Holding, Hanergy (America) is a connected person to the Company under Chapter 14A of the Listing Rules and the entering into the Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. Subject matters MiaSolé Hi-Tech, a wholly owned subsidiary of the Company, as buyer entered into the Agreement with Hanergy (America), a subsidiary of Hanergy Holding, as seller for the acquisition of the Purchased Assets from Hanergy (America) for an aggregate Purchase Price of US$4,000,000. The Purchased Assets comprise (i) raw materials including indium, gallium and copper; (ii) proprietary components for production of the CIGS solar products; (iii) stock materials for producing testing modules; and (iv) other spare parts for equipment. The Directors (including the independent non-executive directors of the Company) consider that the Agreement is entered into on normal commercial terms, fair and reasonable and in the interests of the Company and its Independent Shareholders as a whole. 2

3 Purchase Price The Purchase Price for the Purchased Assets shall be US$4,000,000, which will be payable by MiaSolé Hi-Tech in periodic installments with the entire amount to be paid within one (1) year of the Effective Date. The consideration is arrived at an arm s length basis of negotiations between MiaSolé Hi-Tech and Hanergy (America) after taking into consideration of, among others, the original acquisition cost and the book value of the Purchased Assets and the need of the Group to extend its production capacity or facilitate its research and development (R&D) purpose. The original acquisition cost paid by Hanergy (America) for the Purchased Assets was approximately US$4,000,000. Based on the latest unaudited management accounts of Hanergy (America), the book value of the Purchased Assets amounts to approximately US$ 4,000,000. The Purchase Price will be wholly funded by internal resources of the Group. Closing The completion of the Acquisition shall take place on the Effective Date. The assignment and assumption of the Lease shall be effective from the Effective Date. The LEASE ASSIGNMENT Date 17 July 2014, or as soon thereafter as is practicable Parties (1) MiaSolé Hi-Tech; and (2) MiaSolé. MiaSolé is a company incorporated in California, the United States of America and a wholly owned subsidiary of Hanergy Holding. As MiaSolé is a subsidiary of Hanergy Holding, MiaSolé is a connected person to the Company under Chapter 14A of the Listing Rules and the entering into the Lease Assignment and the transactions contemplated thereunder constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. 3

4 Subject matters Pursuant to the Lease Assignment, MiaSolé shall assign the Lease to MiaSolé Hi-Tech and MiaSolé Hi-Tech shall assume all rights and obligations of MiaSolé under the current lease (the Lease ) for its manufacturing facilities consisting of approximately 92,820 square feet, located in Sunnyvale, California, United States (the Premises ). MiaSolé has leased the Premises from the landlord under the Lease since There is no consideration payable by MiaSolé Hi-Tech to MiaSolé for the assignment and assumption of the Lease under the Agreement. The amount payable by MiaSolé Hi-Tech under the remaining term of the Lease amounts to approximately US$1,721,817. The assignment and assumption of the Lease shall be effective from the Effective Date. The Directors (including the independent non-executive Directors of the Company) consider that the Lease Assignment is entered into on normal commercial terms, fair and reasonable and in the interests of the Company and its Independent Shareholders as a whole. Reasons for and benefits of entering into the Agreements The Group is principally engaged in the design and assembly of equipment and turnkey production lines for the manufacture of thin-film photovoltaic modules, and has expanded its downstream solar power generation and application business worldwide since 2013, achieving rapid development in different aspects. Reference is made to the announcements of the Company dated 26 February 2014 and 18 March 2014 respectively in relation to, among others, the acquisition of MiaSolé CIGS production line from Hanergy (America) and the assignment and assumption of the Santa Clara, California lease by MiaSolé Hi-Tech from MiaSolé. The acquisition of the Purchased Assets under the Agreement is mainly for its R&D purpose and such R&D works are crucial to developing its thin-film technologies. The transactions contemplated under the Agreement will provide raw materials of CIGS for the Group to carry out its R&D works for further development, testing and improvement of CIGS flexible thin-film modules. Moreover, certain Purchased Assets are proprietary to the production line and acquisition of such Purchased Assets from Hanergy (America) is an expedient and efficient mean for the Group in comparison of acquiring such proprietary parts from external third parties. Additionally, the Purchased Assets also include full testing modules for the continuance of the development work for production line. The information obtained from the testing can allow the Group to further improve the conversion rate of CIGS which could lead to a significant decrease in the manufacturing costs and allow the Group to have a technological advantage over its competitors. This is crucial as the Group is currently expanding its downstream solar power generation business. 4

5 The assignment and assumption of the Lease is contemplated as MiaSole Hi-Tech has been seeking an appropriate premise for furnishing those R&D and testing equipment. The premises used by MiaSolé can meet the need of MiaSolé Hi-Tech which can save the time, cost and expenses regarding redesign and renovation. The Directors, including the independent non-executive Directors, consider that the transactions contemplated under the Agreements are in the ordinary and usual course of business of the Group and the terms of the Agreements are on normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. Listing Rules Implication Hanergy Holding, through Hanergy Investment, Hanergy Option and GL Wind Farm, is a controlling Shareholder of the Company and is therefore a connected person of the Company under the Listing Rules. The entering into the Agreements constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. Given the relevant percentage ratios in respect of the Agreements (in aggregate with the Previous Agreements) are less than 5%, the Agreements and the transactions contemplated thereunder are subject to reporting and announcement requirements but are exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. Save for Mr. Li Hejun who is also a substantial shareholder of Hanergy Holding, no other Director has material interest in the Agreements and the transactions contemplated thereunder, and as such, no other Director has abstained from voting on the Board resolution to approve the Agreements and the transactions contemplated thereunder. Definitions In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: Acquisition Agreement Agreements Board CIGS the acquisition of the Purchased Assets by MiaSolé Hi-Tech as contemplated under the Agreement the asset purchase agreement dated 17 July 2014 and entered into between MiaSolé Hi-Tech and Hanergy (America) in relation to, among others, the Acquisition together the Agreement and the Lease Assignment the board of directors of the Company copper indium gallium selenide 5

6 Company connected person Hanergy Solar Group Limited has the meaning ascribed thereto under the Listing Rules and the word connected shall be construed accordingly controlling shareholder has the meaning ascribed thereto under the Listing Rules Director(s) Effective Date Group GL Wind Farm Hanergy (America) Hanergy Group Hanergy Holding Hanergy Investment Hanergy Option Independent Shareholders Lease Lease Assignment director(s) of the Company 17 July 2014, being the date of the Agreement and the Lease Assignment the Company and its subsidiaries GL Wind Farm Investment Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of Hanergy Holding Hanergy Holding (America) LLC, a limited liability company organized under the laws of Texas, the United States of America and is wholly owned by Hanergy Holding Hanergy Holding and its subsidiaries (for identification purposes only, translated as Hanergy Holding Group Limited ), a company established under the laws of the PRC Hanergy Investment Limited, a company incorporated in the British Virgin Islands, a wholly-owned company of Hanergy Holding Hanergy Option Limited, a company incorporated in the British Virgin Islands, a wholly-owned company of Hanergy Holding Shareholders of the Company other than Hanergy Holding and its associates the lease between MiaSolé and the landlord in relation to the lease of the Premises the lease assignment dated 17 July 2014 and entered into between MiaSolé Hi-Tech and MiaSolé in relation to, among others, the assignment and assumption of the Lease 6

7 Listing Rules MiaSolé MiaSolé Hi-Tech percentage ratios PRC Premises Previous Agreements Purchase Price Purchased Assets US$ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited MiaSolé, a company incorporated in California, the United States of America and is wholly owned by Hanergy Holding MiaSolé Hi-Tech Corp., a company incorporated in California, the United States of America and is wholly-owned by the Company has the meaning ascribed thereto under Chapter 14 of the Listing Rules the People s Republic of China the premises located in Sunnyvale, California, the United States of America with space of approximately 92,820 square feet under the Lease the agreements entered into between MiaSolé Hi-Tech and Hanergy (America) and MiaSolé respectively as disclosed in the announcements of the Company dated 26 February 2014 and 18 March 2014 US$4,000,000, the purchase price payable by MiaSolé Hi-Tech for the Acquisition of the Purchased Assets the assets to be acquired by MiaSolé Hi-Tech as contemplated under the Agreement United States dollar, the lawful currency of the United States of America % per cent By order of the Board Hanergy Solar Group Limited Li, Hejun Chairman Hong Kong, 17 July 2014 Website: 7

8 As at the date of this announcement, the Executive Directors of the Company are Mr. Li, Hejun (Chairman), Mr. Dai, Frank Mingfang (Deputy Chairman and Chief Executive Officer), Dr. Feng, Dianbo (Deputy Chairman), Mr. Liu, Min (Deputy Chairman), Dr. Lam, Yat Ming Eddie (Finance Director and Senior Vice-President), Mr. Chen, Li and Mr. Li, Guangmin; and the independent non-executive Directors of the Company are Ms. Zhao, Lan, Mr. Wang, Tongbo and Professor Xu, Zheng. 8