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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01296)
CONTINUING CONNECTED TRANSACTIONS
PROPERTY LEASES
The board of directors (‘‘Board’’) of Guodian Technology & Environment Group Corporation Limited (the ‘‘Company’’) wishes to announce that each of the following subsidiaries of the Company (being (i) Beijing Guodian Longyuan Environmental
Engineering Co., Ltd. (北京國電龍源環保工程有限公司, ‘‘Longyuan
Environmental’’), (ii) Yantai Longyuan Power Technology Co., Ltd. (煙臺龍源電力 技術股份有限公司, ‘‘Longyuan Technology’’), (iii) Guodian United Power
Technology Co., Ltd. (國電聯合動力技術有限公司, ‘‘United Power’’), (iv) Beijing
Guodian Zhishen Control Technology Co., Ltd. (北京國電智深控制技術有限公司,
‘‘Guodian Zhishen’’), (v) Beijing Huadian Tianren Power Controlling Technology
Co., Ltd. (北京華電天仁電力控制技術有限公司, ‘‘Huadian Tianren’’), (vi) Beijing
Lucency Environment and Technology Co., Ltd. (北京朗新明環保科技有限公司,
‘‘Lucency’’), and (vii) Guodian Solar Co., Ltd. (國電光伏有限公司, ‘‘Guodian Solar’’) (each of them, a ‘‘Tenant’’, and collectively, the ‘‘Tenants’’) enters into a
property lease agreement (each of them, a ‘‘Property Lease Agreement’’, and
collectively, the ‘‘Property Lease Agreements’’) with Guodian New Energy
Technology Research Institute (國電新能源技術研究院, ‘‘New Energy’’) respectively
Given that China Guodian Corporation (中國國電集團公司) (‘‘Guodian Group’’) directly and indirectly holds approximately 78.40% of the issued share capital of the Company, Guodian Group is a controlling shareholder of the Company as defined under the Listing Rules and thus a connected person of the Company. New Energy is wholly owned by Guodian Group, and is therefore a connected person of the Company. The Leases constitute continuing connected transactions of the Company under Chapter 14A of the Rules Governing the Listing of Securities on the Stock
Exchange of Hong Kong Limited (the ‘‘Listing Rules’’). As the highest applicable
percentage ratio in respect of the Leases, in aggregate, is more than 0.1% but less than 5.0%, the Leases are subject to the reporting and announcement requirements but
exempt from the independent shareholders’ approval requirement under Chapter 14A
of the Listing Rules.
INTRODUCTION
The Board of the Company wishes to announce that each of the following subsidiaries of the Company (being (i) Longyuan Environmental, (ii) Longyuan Technology, (iii) United Power, (iv) Guodian Zhishen, (v) Huadian Tianren, (vi) Lucency, and (vii) Guodian Solar enters into a Property Lease Agreement with New Energy respectively in order to lease certain premises from New Energy.
THE PROPERTY LEASE AGREEMENTS
Date: September 15, 2015
Lessor: New Energy
Lessee: The Tenants, being (i) Longyuan Environmental, (ii) Longyuan
Technology, (iii) United Power, (iv) Guodian Zhishen, (v) Huadian Tianren, (vi) Lucency, and (vii) Guodian Solar.
Usage: Office premises and research and development sites.
Lease term: September 16 to December 31, 2015.
Rent: The rent for each of the Leases was determined based on the
condition of each premise with reference to the fair and reasonable market price and rentals of comparable properties in similar locations and (where applicable) may be adjusted in accordance with the terms of the lease by mutual agreement or by the appointment of an independent valuator acceptable to both parties. However, such increment in rent shall be reasonable and not higher than the rent that would otherwise be market rent payable by an independent third party for similar properties. The rental shall not exceed RMB7.2 per square meter per day. The aggregate rental for the Leases is RMB34,998,051.0.
Renewal: If any of the Tenants wishes to renew its lease agreement after the expiration of the term, New Energy shall enter into a new lease agreement with such Tenant to extend the lease term.
REASONS FOR AND BENEFITS OF THE LEASES
The Company is of the view that the Leases provide the Tenants with stable and necessary office premises, and make the Tenants available to conduct their businesses in New Energy’s properties. The Property Lease Agreements were entered into after arm’s length negotiation and are beneficial to the Company’s relevant subsidiaries.
The directors of the Company (the ‘‘Directors’’) (including the independent
non-executive Directors) confirm that terms of the Property Lease Agreements are on normal commercial terms that are fair and reasonable, and the transactions contemplated thereunder were entered into in the ordinary and usual course of business of the Company and are in the interest of the Company and its shareholders as a whole.
The non-executive Directors Mr. Wang Zhongqu, Mr. Zhang Wenjian and Mr. Feng Shuchen, being Directors connected with Guodian Group or its subsidiaries, have abstained from voting of the resolution in relation to the Leases in view of their
positions as connected Directors at the Company’s Board meeting. Save as disclosed
above, none of the Directors has any material interests in the Leases.
LISTING RULES IMPLICATIONS
Guodian Group is a controlling shareholder of the Company as defined under the Listing Rules and thus a connected person of the Company. New Energy is wholly owned by Guodian Group, and is therefore a connected person of the Company. The Leases between the Tenants and New Energy constitute connected transaction of the Company under Chapter 14A of the Listing Rules.
As the highest applicable percentage ratio in respect of the Leases, in aggregate, is more than 0.1% but less than 5.0%, the Leases are subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
INFORMATION OF THE PARTIES
The Company
The Company is primarily engaged in the provision of integrated clean technology solutions and services within the PRC through its two main business segments, with established market leading or dominant positions in the environmental protection, energy conservation and renewable energy equipment manufacturing and related services industries in the PRC.
In its environmental protection and energy conservation solutions business, the Company is the largest provider of technology and integrated systems solutions to coal-fired power producers in the PRC, providing innovative and advanced technology designed to reduce
and NOx emissions reductions, plasma-assisted ignition and combustion stabilization), the Company is capable of providing ‘‘one-stop’’ shop solutions to its customers which are tailored for their specific needs. The Company is also one of the largest manufacturers of wind and solar power generation equipment in the PRC through its renewable energy equipment manufacturing and services business, with well-established brands and is well known for its product quality and performance. In line with its strategic focus on providing integrated solutions and services, the Company also provides renewable-energy related services such as the maintenance and repair of wind turbine generators and solar power station engineering, procurement and construction business on a contractual basis.
Longyuan Environmental
Longyuan Environmental is a wholly owned subsidiary of the Company. It is the
primary platform for the Company’s environmental protection business. The principal
businesses of Longyuan Environmental are desulfurization and denitrification EPC businesses, desulfurization and denitrification concession businesses and production of environmental protection equipment.
Longyuan Technology
Longyuan Technology is the Company’s 23.25% owned subsidiary. The principal
activities of Longyuan Technology are production, sale, installation and operation of equipment in power, energy and related areas, and provision of technology counseling and services.
United Power
United Power is a subsidiary of the Company. As of the date of this announcement, the Company holds a 70% equity interest in United Power. United Power is a leading
supplier of total solutions for wind turbine generator systems’ manufacturing and
Guodian Zhishen
Guodian Zhishen is a subsidiary of the Company. As of the date of this announcement, the Company holds a 53.15% equity interest in Guodian Zhishen. It primarily engages in research and development, design, manufacturing and application of large automation control systems for technical equipments, and provide a complete set of automation solutions for thermal power, hydropower, nuclear power, clean energy, petrification, chemical, metallurgy and coal mine industries.
Huadian Tianren
Huadian Tianren is a subsidiary of the Company. As of the date of this announcement, the Company holds a 90% equity interest in Huadian Tianren. It primarily engages in manufacture and sales of wind turbine pitch-control systems, field bus systems, information and intelligent building systems.
Lucency
Lucency is a wholly owned subsidiary of the Company. It primarily engages in investment, construction and operation of water treatment projects, comprehensive utilization of electric solid waste and noise abatement.
Guodian Solar
Guodian Solar is a wholly owned subsidiary of the Company. It primarily engages in manufacturing silicon slice, solar cells and modules, and provision of solar power EPC services.
New Energy
New Energy is wholly owned by Guodian Group. It primarily engages in provision of patent agency services, provision of training for new energy application technology,
hosting exhibitions, provision of translation services, copyrights transferring and agency services, marketing planning, software development, product design and retail electrical equipment and accessories.
By order of the Board
Guodian Technology & Environment Group Corporation Limited* Mr. YANG Guang
Chairman Beijing, PRC, September 15, 2015
As at the date of this announcement, the executive Directors of the Company are Mr. Yang Guang, Mr. Fei Zhi and Ms. Wang Hongyan; the non-executive Directors are Mr. Wang Zhongqu, Mr. Zhang Wenjian, Mr. Feng Shuchen and Mr. Yan Andrew Y.; and the independent non- executive Directors are Ms. Zhang Xiaolu, Mr. Qu Jiuhui, Mr. Xie Qiuye and Mr. Fan Ren Da Anthony.
