ALLTRONICS HOLDINGS 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. ALLTRONICS HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 833) VOLUNTARY ANNOUNCEMENT REGARDING AGREEMENTS FOR ENERGY MANAGEMENT CONTRACT BUSINESS This announcement is made by the Company voluntarily pursuant to Rule of the Listing Rules. The Board is pleased to announce that on 13 February 2012, Alltronics Energy Saving has entered into the Suning EMC Agreement with Suning Appliance, China Potevio and Beijing Dragon to carry out energy management contract business in the PRC through the use of green energy saving LED lighting equipment. On the same date, the Company, Alltronics Energy Saving, China Potevio and Beijing Dragon further entered into the Cooperation Agreement to define the respective duties and responsibilities between Alltronics Energy Saving, China Potevio and Beijing Dragon during the term of the Suning EMC Agreement. The Board considers that the Suning EMC Agreement and the Cooperation Agreement offer opportunities to the Group to diversify its business into energy management contract business in the PRC and to broaden the Group s revenue base in the future. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company. This announcement is made by the Company voluntarily pursuant to Rule of the Listing Rules. The Board of the Company is pleased to announce that on 13 February 2012, Alltronics Energy Saving has entered into the Suning EMC Agreement with Suning Appliance, China Potevio and Beijing Dragon to carry out energy management contract business in the PRC through the use of green energy saving LED lighting equipment. On the same date, the Company, Alltronics Energy Saving, China Potevio and Beijing Dragon further entered into the Cooperation Agreement to define the respective duties and responsibilities between Alltronics Energy Saving, China Potevio and Beijing Dragon during the term of the Suning EMC Agreement. 1

2 THE SUNING EMC AGREEMENT Date On 13 February 2012 Parties (1) Suning Appliance (2) China Potevio (3) Alltronics Energy Saving (4) Beijing Dragon Suning Appliance is a limited company incorporated under the laws of the PRC with its shares listed on the Shenzhen Stock Exchange in the PRC. Suning Appliance is a leading home appliance retailer in the PRC and currently operates approximately 1,500 retail stores in the PRC. China Potevio is a stateowned enterprise in the PRC with extensive experience in the communication industry in the PRC. Beijing Dragon is a limited liability company established in the PRC and is a subsidiary of China Potevio. The principal business activities of Beijing Dragon include communication industry; general trading and investment holding. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, Suning Appliance, China Potevio and Beijing Dragon, together with their respective ultimate beneficial owner(s), are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules). Principal Basis and Terms (1) Suning Appliance agreed to engage Alltronics Energy Saving and China Potevio to provide energy saving solutions to at least 1,000 retail stores operated by Suning Appliance through the replacement of existing lighting equipment installed on these retail stores by green energy saving LED lighting equipment. Alltronics Energy Saving and China Potevio will also install a remote control system on each of these retail stores to enable Suning Appliance to monitor and control the use of all green energy saving LED lighting equipment installed in each of these retail stores. (2) All green energy saving LED lighting equipment shall meet certain performance specifications as agreed between Suning Appliance, China Potevio and Alltronics Energy Saving. During the term of the Suning EMC Agreement, Alltronics Energy Saving will be responsible for the maintenance and replacement of sub-standard green energy saving LED lighting equipment at its own expenses. 2

3 (3) After the installation of the green energy saving LED lighting equipment, the electricity consumption on lighting equipment for each retail store is expected to be reduced by at least 40%. Suning Appliance agreed to pay, on a quarterly basis, a substantial portion of the quarterly savings on electricity charge on lighting equipment to Alltronics Energy Saving and China Potevio for a period of 60 months from the date the green energy saving LED equipment has been installed and inspection passed. Suning Appliance further guarantees that during the term of the Suning EMC Agreement, the average usage of each of the green energy saving LED lighting equipment installed on each retail store will not be less than 19,162.5 hours in aggregate. (4) The total amount of savings on electricity charge on LED equipment to be received from Suning Appliance during the term of the Suning EMC Agreement is estimated to be approximately RMB150,000,000. However, the actual amount of savings will depend on the type and number of LED equipment installed in each retail store of Suning Appliance and the number of retail stores of Suning Appliance covered by the Suning EMC Agreement. (5) Beijing Dragon will be responsible for the issue of VAT invoices to Suning Appliance and for the collection of quarterly savings and other amounts receivable from Suning Appliance pursuant to the Suning EMC Agreement. The sharing of all amounts received from Suning Appliance between Alltronics Energy Saving, China Potevio and Beijing Dragon will be governed by the Cooperation Agreement. (6) Supplemental agreement will be signed for each retail store of Suning Appliance between Suning Appliance, China Potevio, Alltronics Energy Saving and Beijing Dragon to confirm the details of all green energy saving LED lighting equipment installed on each retail store and the basis of calculation of the amount of electricity savings payable by Suning Appliance to Alltronics Energy Saving, China Potevio and Beijing Dragon. Up to the date of this announcement, Alltronics Energy Saving, Suning Appliance, China Potevio and Beijing Dragon have not entered into any supplemental agreement for any retail store of Suning Appliance. The Directors expect that the whole installation process will be completed within one year. THE COOPERATION AGREEMENT Date On 13 February

4 Parties (1) China Potevio (2) Alltronics Energy Saving (3) Beijing Dragon (4) The Company Principal Basis and Terms (1) Alltronics Energy Saving and China Potevio together will develop a platform for the provision of green energy saving LED lighting equipment with remote control system to Suning Appliance to minimize its monthly electricity charge on all retail stores regarding lighting equipment. The services to be provided will include energy audit, project design, equipment procurement and installation, equipment testing, technical training, remote control set up and repair and maintenance services. (2) Alltronics Energy Saving will be primarily responsible for the supply, quality control and installation of the green energy saving LED lighting equipment; provision of related repair and maintenance services. (3) China Potevio will be primarily responsible for the overall resources coordination; project design; technical supervision; project management and monitoring. (4) Beijing Dragon will be responsible for the issue of VAT invoices to Suning Appliance and for the collection of quarterly savings and other amounts receivable from Suning Appliance pursuant to the Suning EMC Agreement. (5) All amounts receivable from Suning Appliance pursuant to the Suning EMC Agreement will be shared between Beijing Dragon and Alltronics Energy Saving in the proportion of 2% to Beijing Dragon and 98% to Alltronics Energy Saving. (6) The Company will indemnify for all responsibilities and obligations of Alltronics Energy Saving under the Cooperation Agreement. ABOUT SUNING APPLIANCE Suning Appliance is a limited company incorporated under the laws of the PRC with its shares listed on the Shenzhen Stock Exchange. Suning Appliance is a leading home appliance retailer in the PRC and currently operates approximately 1,500 retail stores in the PRC. 4

5 ABOUT CHINA POTEVIO China Potevio is a state-owned enterprise administered by the State-owned Assets Supervision and Administration Commission of the State Council, the PRC. It is a market leader with prominent market resources in the communication and electronic industry in the PRC. China Potevio has solid technological strengths, internationally advanced research and development systems, independent intellectual property rights and well-known brands, and strong international competitiveness. In recent years, China Potevio has explored opportunities in the green energy saving industry and has taken important economic and social responsibilities in the green energy saving industry in the PRC. ABOUT BEIJING DRAGON Beijing Dragon is a limited liability company established in the PRC and is a subsidiary of China Potevio. The principal business activities of Beijing Dragon include communication industry; general trading and investment holding. REASON FOR ENTERING INTO THE SUNING EMC AGREEMENT AND THE COOPERATION AGREEMENT The Company is an investment holding company. The Group is principally engaged in the manufacturing and trading of electronic products, plastic moulds, plastic and other components for electronic products and the manufacturing and trading of biodiesel products. To diversify the business of the Group, the Company has been seeking various investment opportunities. With strong support from the PRC government to promote energy saving industry and the implementation of energy management contract project, the Board believes that there is significant market potential for energy saving business. The Suning EMC Agreement and the Cooperation Agreement offer opportunities to the Group to diversify its business into energy saving business and to broaden the Group s revenue base in the future. The Group will continue to look for opportunities for similar energy management contract projects with other customers in the PRC. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context otherwise requires. Alltronics Energy Saving Beijing Dragon Alltronics Energy Saving (Shenzhen) Limited, being a wholly-owned foreign enterprise established in the PRC and 100% indirectly owned by the Company, being a limited liability company established in the PRC and is a subsidiary of China Potevio. 5

6 Board China Potevio Company Cooperation Agreement Directors Group Hong Kong LED Listing Rules PRC RMB Shares Shareholders Stock Exchange Suning Appliance the Board of Directors China Potevio Company Limited, a state-owned enterprise established in the PRC Alltronics Holdings Limited, a company incorporated in the Cayman Islands and its issued Shares are listed on the Stock Exchange the agreement dated 13 February 2012 between the Company, Alltronics Energy Saving, China Potevio and Beijing Dragon defining the respective duties and responsibilities between Alltronics Energy Saving, China Potevio and Beijing Dragon during the term of the Suning EMC Agreement the directors of the Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC light emitting diode, a semiconductor diode that emits light when connected with an electric circuit the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China, which, for the purposes of this announcement, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC ordinary shares of HK$0.01 each in the capital of the Company holders of Shares The Stock Exchange of Hong Kong Limited Suning Appliance Co., Ltd., being a limited company incorporated under the laws of the PRC with its shares listed on the Shenzhen Stock Exchange in the PRC. 6

7 Suning EMC Agreement VAT the agreement dated 13 February 2012 between Suning Appliance, Alltronics Energy Saving, China Potevio and Beijing Dragon relating to the development of energy management contract business through the use of green energy saving LED lighting equipment value added tax By order of the Board Alltronics Holdings Limited Lam Yin Kee Chairman Hong Kong, 13 February 2012 As at the date of this announcement, the Board of the Company comprises Mr Lam Yin Kee, Ms Yeung Po Wah and Mr So Kin Hung as executive directors; Mr Fan, William Chung Yue as non-executive director; and Ms Yeung Chi Ying, Mr Yau Ming Kim, Robert and Mr Leung Kam Wah as independent nonexecutive directors. 7