安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
ANNOUNCEMENT
CONTINUING CONNECTED TRANSACTIONS
The Board announces that on 31 December 2007 the Group has entered into the New
Agreements with CIMC (Group) and certain associates of Mr. Wang and Ms. Zhao. As
CIMC (Group) is the holding company of Charm Wise, a substantial Shareholder, the
transactions contemplated under the CIMC (Group) Master Product Sales Agreement
constitute continuing connected transactions for the Company under Chapter 14A of the
Listing Rules. As Mr. Wang was an executive Director and Ms. Zhao was a non-executive
Director and both resigned as a Director with effect from 15 October 2007, each of the
transactions contemplated under the New Agreements (except for the CIMC (Group)
Master Product Sales Agreement) constitute continuing connected transactions for the
Company under Chapter 14A of the Listing Rules during the 12 months’ period from the
aforesaid resigning date of Mr. Wang and Ms. Zhao.
The New Continuing Connected Transactions are subject to the reporting and
announcement requirements under Chapter 14A of the Listing Rules and the Non-Exempt
Continuing Connected Transactions will also be subject to approval of the Independent
Shareholders by way of poll at the EGM.
BACKGROUND
Reference is made to the section headed “Connected Transactions” of the listing document
of the Company dated 27 June 2006. On 22 June 2006, the Stock Exchange has granted the
Company the Existing Waiver in respect of certain continuing connected transactions of
the Company, a brief summary of which is set out below :
(1) Xinao Gas Existing CCT
Transactions between the Group and Xinao Gas and it subsidiaries pursuant to the
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product sales agreement dated 31 January 2005 whereby the Group sold its
gas-related machinery and equipment to Xinao Gas and its subsidiaries at prices
determined based on the then market price of the particular products for a term of
three years commencing on 1 January 2005.
(2) Hebei Finance Existing CCT
Transactions between the Group and Hebei Finance pursuant to the product sales and
finance lease agreement dated 4 October 2005 whereby the Group sold its gas-related
machinery and equipment to Hebei Finance at prices determined based on the then
market price of the particular products for the purpose of providing finance lease to
customers of the Group for a term of three years commencing on 1 January 2005.
CIMC (Group) Existing CCT
Reference is also made to the announcement of the Company dated 3 December 2007
regarding the transactions between the Group and CIMC (Group) together with its
subsidiaries and associates pursuant to the product sales agreement dated 3 December 2007
for a term from 3 December 2007 to 31 December 2007 (both dates inclusive).
THE NEW CONTINUING CONNECTED TRANSACTIONS
On 31 December 2007, the Group entered into the New Agreements with certain connected
persons regarding certain continuing connected transactions, brief particulars of which are
set out below:
(1) New Transaction 1 – “CIMC (Group) Master Product Sales Agreement”
Parties:
Purchaser CIMC (Group)
Seller the Company
Subject matter:
The purchaser together with its subsidiaries (including but not limited to CIMC
VFL) and associates (the “1st Purchaser Group”) will purchase and the Group
will sell products (including but not limited to natural gas refueling stations, CNG
hydraulic refueling stations and trailers, cryogenic liquefied gas storage tanks,
pressure cylinders, LNG trailers, CNG trailers, compressed specialty gas trailers
and compressors) manufactured and/or sold by the Group for the purpose of
providing finance lease by the 1
st
Purchaser Group to customers referred to the 1
st
Purchaser Group by the Group and/or for the purpose of manufacturing operation
of the 1
st
Purchaser Group, for a term of three years commencing on 1 January
2008.
The Group will offer a one-year quality guarantee period to customers during
which period the Group will provide free repair and maintenance services. After the
end of the quality guarantee period, the Group will provide repair and maintenance
services at a fee comparable to the fee charged by the Group to Independent Third
Parties and to be determined between the parties.
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Price, payment terms and delivery:
Prices of the products contemplated under this agreement will be determined by
reference to the then market price of the particular products, which will be agreed
upon by the Group, the 1
st
Purchaser Group and the relevant customers of the
Group.
After relevant member of the 1
st
Purchaser Group and that of the Group have
reached a written agreement on each individual transaction, the 1
st
Purchaser Group
will make full payment of the products to the Group. The Group will then deliver
its products to the 1
st
Purchaser Group or the relevant customers under the
instruction of the 1
st
Purchaser Group for completing the sales transaction between
the Group and the 1
st
Purchaser Group.
Reasons for and benefits of the transaction:
As the Group is engaged in the sale of specialized gas equipment and is not
engaged in the finance lease business, some of its customers may require payment
by finance lease method in purchasing the Group’s products. When the Group is
approached by customers who wish to pay by finance lease method for their
purchases, the Group may refer such customers to the 1
st
Purchaser Group for it to
arrange finance lease to such customers.
(2) New Transaction 2 – “Xinao Gas Master Product Sales Agreement”
Parties:
Purchaser Xinao Gas
Seller the Company
Subject matter:
The purchaser together with its subsidiaries and associates (the “2
nd
Purchaser
Group”) will purchase and the Group will sell products (including but not limited
to natural gas refueling stations, CNG hydraulic refueling stations and trailers,
cryogenic liquefied gas storage tanks, pressure cylinders, LNG trailers, CNG
trailers and compressors) manufactured and/or sold by the Group for the purpose
of manufacturing and business operations of the 2
nd
Purchaser Group, for a term of
one year commencing on 1 January 2008.
Price and payment terms:
Prices of the products contemplated under this agreement will be determined by
reference to the then market price of the particular products, which will be agreed
upon between the parties.
After relevant member of the 2
nd
Purchaser Group and that of the Group have
reached a written agreement on each individual transaction, the 2
nd
Purchaser
Group will pay 30% of the consideration as a deposit to the Group within 14 days
from the date of such agreement. The 2
nd
Purchaser Group will pay the rest of the
consideration within 2 months from date of acknowledgement of receipt of the
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relevant products by the 2
nd
Purchaser Group.
Reasons for and benefits of the transaction:
The 2
nd
Purchaser Group is principally engaged in the investment in, and the
operation and management of, gas pipeline infrastructure, the sale and distribution
of piped gas and LPG, and the natural gas and LPG refueling station business, in
the PRC. Accordingly, the 2
nd
Purchaser Group has a significant demand for energy
equipment and gas storage and transportation equipment for its manufacturing and
business operations. As the Group is principally engaged in the provision of
integrated business solutions in the energy equipment industry and the design,
manufacture and sale of specialized gas equipment, it is expected that the 2
nd
Purchaser Group will continue to purchase the said products of the Group in 2008.
(3) New Transaction 3 – “Wang Master Product Sales Agreements”
Parties:
Purchasers XE, XCGM, Hebei Veyong and XZE
Seller the Company
Subject matter:
The purchasers together with their respective subsidiaries and associates (the “3
rd
Purchaser Groups”) will purchase and the Group will sell products (including but
not limited to cryogenic liquefied gas storage tanks, pressure cylinders, LNG
trailers, CNG trailers, compressed specialty gas trailers and compressors)
manufactured and/or sold by the Group for the purpose of manufacturing and
business operations of the 3
rd
Purchaser Groups, for a term of one year
commencing on 1 January 2008.
Price and payment terms:
Prices of the products contemplated under this agreement will be determined by
reference to the then market price of the particular products, which will be agreed
upon between the parties.
After relevant member of the 3
rd
Purchaser Groups and that of the Group have
reached a written agreement on each individual transaction, the 3
rd
Purchaser
Groups will pay 30% of the consideration as a deposit to the Group within 14 days
from the date of such agreement. The 3
rd
Purchaser Groups will pay the rest of the
consideration within 2 months from date of acknowledgement of receipt of the
relevant products by the 3
rd
Purchaser Groups.
Reasons for and benefits of the transaction:
XE and XZE are both principally engaged in the design, construction, equipment
installation and operation of coal-chemical facilities for the production of methanol
and DME in the PRC. XCGM is principally engaged in the coal gasification mining
business in the PRC. Chemical storage tanks, gas storage and transportation
equipment and compressors are necessary for their respective manufacturing and
business operations. As the Group’s products are compatible in the relevant areas,
it is expected that XE, XZE and XCGM will from time to time purchase the
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relevant equipment from the Group in 2008.
One of the principal activities of Hebei Veyong is the production and sale of
fertilizers and medicine for animals. Chemical storage tanks and compressors are
necessary for its manufacturing operation. As the Group’s products are compatible
in the relevant areas, it is expected that Hebei Veyong will from time to time
purchase relevant equipment from the Group in 2008.
(4) New Transaction 4 – “Hebei Finance Master Product Sales Agreement”
Parties:
Purchaser Hebei Finance
Seller the Company
Subject matter:
The purchaser together with its subsidiaries and associates (the “4
th
Purchaser
Group”) will purchase and the Group will sell products (including but not limited
to natural gas refueling stations, CNG hydraulic refueling stations and trailers,
cryogenic liquefied gas storage tanks, pressure cylinders, LNG trailers, CNG
trailers, compressed specialty gas trailers and compressors) manufactured and/or
sold by the Group for the purpose of providing finance lease by the 4
th
Purchaser
Group to customers referred to the 4
th
Purchaser Group by the Group for a term of
one year commencing on 1 January 2008.
The Group will offer a one-year quality guarantee period to customers during
which period the Group will provide free repair and maintenance services. After the
end of the quality guarantee period, the Group will provide repair and maintenance
services at a fee comparable to the fee charged by the Group to Independent Third
Parties and to be determined between the parties.
Price, payment terms and delivery:
Prices of the products contemplated in this agreement will be determined by
reference to the then market price of the particular products, which will be agreed
upon by the Group, the 4
th
Purchaser Group and the relevant customers of the
Group.
After relevant member of the 4
th
Purchaser Group and that of the Group have
reached a written agreement on each individual transaction, the 4
th
Purchaser Group
will make full payment of the products to the Group. The Group will then deliver
its products to the 4
th
Purchaser Group or the relevant customers under the
instruction of the 4
th
Purchaser Group for completing the sales transaction between
the Group and the 4
th
Purchaser Group.
Reasons for and benefits of the transaction:
As the Group is engaged in the sale of specialized gas equipment and is not
engaged in the finance lease business, some of its customers may require payment
by finance lease method in purchasing the Group’s products. When the Group is
approached by customers who wish to pay by finance lease method for their
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purchases, the Group may refer such customers to the 4
th
Purchaser Group for it to
arrange finance lease to such customers.
(5) New Transaction 5 – “Hebei Veyong Master Products Sales Agreement”
Parties:
Purchaser the Company
Seller Hebei Veyong
Subject matter:
The Group will purchase and the seller together with its subsidiaries and associates
(the “1
st
Seller Group”) will sell products including but not limited to compressor
switches and related devices manufactured and/or sold by the 1
st
Seller Group
being raw materials for the purpose of manufacturing operation of the Group, for a
term of one year commencing on 1 January 2008.
Price and payment terms:
Prices of the products contemplated under this agreement will be determined by
reference to the then market price of the particular products, which will be agreed
upon between the parties.
After relevant member of the 1
st
Seller Group and that of the Group have reached a
written agreement on each individual transaction, the Group will pay 10% of the
consideration as a deposit to the 1
st
Seller Group within 14 days from the date of
such agreement. The Group will pay the rest of the consideration within 3 months
from date of acknowledgement of receipt of the relevant products by the Group.
Reasons for and benefits of the transaction:
One of the principal activities of Hebei Veyong is the production and sale of
compressor switches and related devices. As the Group requires compressor
switches and related devices as components for the manufacturing of certain
products of the Group, it is expected that the Group will from time to time purchase
these components from the 1
st
Seller Group in 2008.
(6) New Transaction 6 – “Master Gas Provision Agreement”
Parties:
Purchaser the Company
Seller Xinao Gas
Subject matter:
The Group will purchase and the seller together with its subsidiaries and associates
(the “2
nd
Seller Group”) will sell gas (including but not limited to natural gas and
LPG) manufactured and/or sold by the 2
nd
Seller Group for the Group’s own
consumption in the ordinary course of business for a term of one year commencing
on 1 January 2008.
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Price and payment terms:
Prices of the gas contemplated under this agreement will be determined by
reference to the then market price of the particular gas, which will be agreed upon
between the parties.
The 2
nd
Seller Group will charge the Group gas fee in accordance with periodical
actual gas consumption. The Group will pay the gas fee within 30 days after the
receipt of the relevant gas bills.
Reasons for and benefits of the transaction:
Certain subsidiaries of Xinao Gas are engaged in city gas distribution business in
Bengbu, Shijiazhuang and Langfang in the PRC, which are the exclusive piped gas
suppliers in their respective regions. As it is essential for the Group to use natural
gas and LPG as consumables in its ordinary course of business, it is expected that
the Group will continue to purchase natural gas and LPG from the 2
nd
Seller Group
in 2008.
The Directors (excluding the independent non-executive Directors for New Transactions
1 to 3) are of the view that the terms of each of the New Agreements are fair and
reasonable so far as the Independent Shareholders are concerned and that the transactions
contemplated under each of the New Agreements are carried out in the ordinary course of
business, on normal commercial terms and are in the interest of the Company and the
Shareholders as a whole.
THE ANNUAL CAPS
The Board (excluding the independent non-executive Directors for New Transactions 1 to
3) intends to set the Annual Caps for each of the New Continuing Connected Transactions
as set out below :
Transaction Annual Caps
Financial year ending
31 December 2008 31 December 2009 31 December 2010
New Transaction 1 (in RMB) 155,000,000 186,000,000 223,200,000
(approximately in HK$) 162,750,000 195,300,000 234,360,000
For the period from 1 January 2008 to 14 October 2008
New Transaction 2 (in RMB) 218,000,000
(approximately in HK$) 228,900,000
New Transaction 3 (in RMB) 10,000,000
(approximately in HK$) 10,500,000
New Transaction 4 (in RMB) 19,200,000
(approximately in HK$) 20,160,000
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New Transaction 5 (in RMB) 10,000,000
(approximately in HK$) 10,500,000
New Transaction 6 (in RMB) 12,000,000
(approximately in HK$) 12,600,000
Basis of determining the Annual Caps
The basis of determining the Annual Caps for the New Continuing Connected Transactions
are explained as follows:
For New Transactions 1 and 4:
By reference to the existing operation and the anticipated development and growth of the
Group’s business, the Board derives the projected numbers of natural gas refueling
stations, CNG hydraulic refueling stations and trailers, cryogenic liquefied gas storage
tanks, pressure cylinders, LNG trailers, CNG trailers, compressed specialty gas trailers and
compressors to be sold to the Group’s customers. The Annual Caps are determined based
on the projected numbers of products multiplied by the corresponding market price of the
relevant products and then multiplied by the percentage of customers for the relevant
products that will likely require payment by finance lease.
For New Transactions 2 and 3:
By reference to the existing operation and the anticipated development and growth of the
connected persons’ business, the connected persons have projected the number of natural
gas refueling stations, CNG hydraulic refueling stations and trailers, cryogenic liquefied
gas storage tanks, pressure cylinders, LNG trailers, CNG trailers, compressed specialty gas
trailers and compressors that would be purchased from the Group. The Annual Caps are
determined based on the projected number of sets of the aforesaid products to be purchased
from the Group by the connected persons multiplied by the corresponding market price of
the relevant products.
For New Transaction 5:
By reference to the existing operation and the anticipated development and growth of the
Group’s business, the Board derives the projected products to be sold to the Group’s
customers. The Annual Caps are determined based on the projected number of sets of the
aforesaid products to be sold multiplied by the market price of the corresponding
compressor switches and related devices produced by the Seller Group that are necessary
for the production of the Group’s products.
For New Transaction 6:
By reference to the existing operation and production capacity, and the anticipated
development and growth of the Group’s business, the Board derives the projected amount
of gas consumption for the Group’s manufacturing and production processes. The Annual
Caps are determined based on the projected amount of gas consumption multiplied by the
market unit price of the corresponding gas to be consumed by the Group.
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Hence, the Board (excluding the independent non-executive Directors for New
Transactions 1 to 3) considers that the Annual Caps for each of the New Continuing
Connected Transactions are fair and reasonable.
COMPLIANCE WITH LISTING RULES
As CIMC (Group) is the holding company of Charm Wise, a substantial Shareholder, the
transactions contemplated under the CIMC (Group) Master Product Sales Agreement
constitute continuing connected transactions for the Company under Chapter 14A of the
Listing Rules.
As Mr. Wang was an executive Director and Ms. Zhao was a non-executive Director and
both resigned as a Director with effect from 15 October 2007, each of the transactions
contemplated under the New Agreements (except for the CIMC (Group) Master Product
Sales Agreement) constitute continuing connected transactions for the Company under
Chapter 14A of the Listing Rules during the 12 months’ period from the aforesaid
resigning date of Mr. Wang and Ms. Zhao.
Since the Board anticipates that the relevant percentage ratios for New Transactions 1 to 3
(with New Transactions 2 and 3 aggregated pursuant to rule 14A.25 of the Listing Rules)
on an annual basis (in respect of New Transaction 1, for the three years ending 31
December 2008, 2009 and 2010; and in respect of New Transactions 2 and 3, for the period
from 1 January 2008 to 14 October 2008) will not be less than 2.5% and the annual
consideration is expected to be higher than HK$10,000,000, the Non-exempt Continuing
Connected Transactions will be subject to reporting and announcement requirements under
Chapter 14A of the Listing Rules and will also be required to be approved by way of poll
by the Independent Shareholders.
In view of the interests of Charm Wise in New Transaction 1, Charm Wise and its
associates will abstain from voting in relation to the resolution(s) approving New
Transaction 1 and the respective Annual Caps at the EGM. In view of the interests of Mr.
Wang and Ms. Zhao in New Transactions 2 and 3, XGII and its respective associates will
abstain from voting in relation to the resolutions approving New Transactions 2 and 3 and
the respective Annual Caps at the EGM.
An Independent Board Committee has been established to advise the Independent
Shareholders as to whether the terms of the Non-exempt Continuing Connected
Transactions and the respective Annual Caps are in the interest of the Group and are fair
and reasonable so far as the Independent Shareholders are concerned.
Somerley Limited has been appointed as the independent financial adviser to advise the
Independent Board Committee and the Independent Shareholders as to whether the terms
of the Non-exempt Continuing Connected Transactions and the respective Annual Caps are
on normal commercial terms, in the ordinary course of business, fair and reasonable and in
the interests of the Group and the Independent Shareholders as a whole.
Since the Board anticipates that for the period from 1 January 2008 to 14 October 2008, (i)
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the relevant percentages ratios for New Transactions 4 and 5 will be more than 0.1% but
less than 2.5%; and (ii) the annual consideration of New Transaction 6 will be more than
1% of total purchases of the Group and the relevant percentage ratios will be less than
2.5%, the aforesaid transactions will only be subject to reporting and announcement
requirements under Chapter 14A of the Listing Rules.
GENERAL
The Group is principally engaged in the provision of integrated business solutions in the
energy equipment industry and the design, manufacture and sale of specialized gas
equipment.
CIMC (Group) is principally engaged in the design, manufacturing, sale and provision of
repairing services for dry containers, reefers, special containers, road transportation
vehicles, tank equipment and airport facilities.
Hebei Finance is principally engaged in financial leasing business in the PRC.
Hebei Veyong is principally engaged in the production and sale of fertilizers and medicine
for animals and the production and sales of compressor switches and related devices.
XCGM is principally engaged in the coal gasification mining business in the PRC.
XE and XZE are both principally engaged in the design, construction, equipment
installation and operation of coal-chemical facilities for the production of methanol and
DME in the PRC.
Xinao Gas and its subsidiaries are principally engaged in the investment in, and the
operation and management of, gas pipeline infrastructure and the sale and distribution of
piped gas and LPG in the PRC.
A circular containing, among other things, details of the Non-Exempt Continuing
Connected Transactions, letters from the Independent Board Committee and the
independent financial adviser to the Independent Board Committee and the Independent
Shareholders in relation to the Non-Exempt Continuing Connected Transactions, together
with a notice to convene the EGM for approving the Non-Exempt Continuing Connected
Transactions will be despatched to the Shareholders as soon as practicable.
DEFINITIONS
“Annual Cap(s)” the maximum aggregate value(s) of the New Continuing
Connected Transactions for (i) each of the three years ending
31 December 2008, 2009 and 2010 for New Transaction 1; or
(ii) the period from 1 January 2008 to 14 October 2008 for
New Transactions 2 to 6;
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“associate(s)” as such term is defined under the Listing Rules
“Board” the board of Directors
“CCT” continuing connected transaction(s)
“Charm Wise” Charm Wise Limited, a company incorporated in the British
Virgin Islands with limited liability and a substantial
Shareholder holding 41.55% of the issued share capital of the
Company, and a wholly-owned subsidiary of CIMC (Group)
“CIMC (Group)
Existing CCT”
as described in the section headed “Background” of this
announcement
“CIMC (Group)” 中國國際海運集裝箱(集團)股份有限公司China
International Marine Containers (Group) Co., Ltd., a company
incorporated in the PRC with limited liability, the shares of
which are listed on the Shenzhen Stock Exchange
“CIMC VFL” 中集车辆融资租赁有限公司CIMC Vehicle Financial
Leasing Co., Ltd., a company incorporated in the PRC with
limited liability and a wholly-owned subsidiary of CIMC
(Group)
“CNG” compressed natural gas
“Company” Enric Energy Equipment Holdings Limited 安瑞科能源裝
備控股有限公司, an exempted company incorporated in
the Cayman Islands with limited liability, the shares of which
are listed on the Main Board of Stock Exchange
“connected person(s)” as such term is defined under the Listing Rules
“DME” dimethyl ether
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held,
to approve, among other things, the Non-Exempt Continuing
Connected Transactions and their respective Annual Caps
“Existing Waiver” the waiver granted by the Stock Exchange on 22 June 2006 in
relation to the Xinao Existing CCT and Hebei Finance
Existing CCT which will expire on 31 December 2007
“Group” the Company and its subsidiaries
“Hebei Finance” 河北省金融租赁有限公司Hebei Finance Leasing Company
Limited, a company incorporated in the PRC with limited
liability and an associate of Mr. Wang
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“Hebei Finance
Existing CCT”
as described in the section headed “Background” of this
announcement
“Hebei Veyong” 河北威遠集團有限公司Hebei Veyong Group Company
Limited, a company incorporated in the PRC with limited
liability and an associate of Mr. Wang
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent Board
Committee”
an independent committee of the Board to be established to
advise the Independent Shareholders in respect of the
Non-exempt Continuing Connected Transactions
“Independent
Shareholders”
(i) in respect of CIMC (Group) Master Product Sales
Agreement, the Shareholders other than Charm Wise and its
associates; and (ii) in respect of each of the New Continuing
Connected Transactions (except for the CIMC (Group) Master
Product Sales Agreement), the Shareholders other than XGII
and its associates
“Independent Third
Party(ies)”
person(s) or company(ies) which is / are independent of any
member of the Group, the directors, the chief executives, the
controlling shareholders, the substantial shareholders (as such
terms are defined in the Listing Rules) of the Company or its
subsidiaries, and their respective associates
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“LNG” liquefied natural gas
“LPG” liquefied petroleum gas
“Mr. Wang” Mr. Wang Yusuo, a previous executive Director who resigned
from directorship with effect from 15 October 2007 and the
spouse of Ms. Zhao
“Ms. Zhao” Ms. Zhao Baoju, a previous non-executive Director who
resigned from directorship with effect from 15 October 2007
and the spouse of Mr. Wang
“New Agreements” each of the agreements described under the section headed
“The New Continuing Connected Transactions” in this
announcement
“New Continuing
Connected
Transactions”
the continuing connected transactions between the Group and
certain connected persons of the Company pursuant to the
New Agreements, a summary of which is set out in the section
headed “The New Continuing Connected Transactions” in this
announcement
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“Non-exempt
Continuing
Connected
Transactions”
New Transactions 1 to 3 as described in the section headed
“The New Continuing Connected Transactions” in this
announcement, which will be subject to reporting and
announcement requirements under Chapter 14A of the Listing
Rules and will also be subject to the Independent
Shareholders’ approval by way of poll
“PRC” the People’s Republic of China and for the purposes of this
announcement, excluding Hong Kong, the Macau Special
Administrative Region and Taiwan
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the
Company
“Shareholder(s)” the holder(s) of the Share(s)
“Stock Exchange” Wang
“XE” 新能能源有限公司Xinneng Energy Limited, a company
incorporated in the PRC with limited liability and an associate
of Mr. Wang
“XGII” Xinao Group International Investment Limited, a Shareholder
holding 9.46% of the issued share capital of the Company and
is owned as to 50% by Mr. Wang and 50% by Ms. Zhao as at
the date of this announcement
“Xinao Gas Existing
CCT”
as described in the section headed “Background” of this
announcement
“Xinao Gas” Xinao Gas Holdings Limited, an exempted company
incorporated in the Cayman Islands with limited liability, the
shares of which are listed on the Main Board of Stock
Exchange, of which Mr. Wang is the Chairman, an executive
director and a controlling shareholder
“XZE” 新能(张家港)能源有限公司Xinneng
(Zhangjiagang) Energy Limited, a company
incorporated in the PRC with limited liability and an associate
of Mr. Wang
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“RMB” Renminbi, the lawful currency of the PRC
“%8221; per cent.
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By order of the Board
Enric Energy Equipment Holdings Limited
Cheong Siu Fai
Company Secretary
Hong Kong, 31 December 2007
As at the date of this announcement, the Board consists of Mr. Zhao Qingsheng
(Chairman), Mr. Jin Yongsheng (Chief Executive Officer), Mr. Wu Fapei, Mr. Jin
Jianlong, Mr. Yu Yuqun, Mr. Shi Caixing and Mr. Qin Gang as executive Directors, Mr.
Yang Yu as a non-executive Director and Mr. Wong Chun Ho, Mr. Gao Zhengping and
Mr. Shou Binan as independent non-executive Directors.
In this announcement, RMB has been converted to HK$ at the rate of RMB1 = HK$1.05
for illustration purpose only. No representation is made that any amounts in RMB or
HK$ have been, could have been or could be converted at the above rate or at any other
rates or at all.
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Continuing Connected Transactions |
