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中 關 村 科 技 租 賃 股 份 有 限 公 司
ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1601)
DISCLOSEABLE TRANSACTION
FINANCE LEASE TRANSACTION
FINANCE LEASE AGREEMENT
The Board hereby announces that on September 11, 2020, the Company (as the Lessor) entered into the Finance Lease Agreement with the Lessee, pursuant to which (i) the Lessee would sell its own assets namely, the Leased Assets to the Lessor, at a transfer consideration of RMB100,000,000; and (ii) the Lessor would lease back the Leased Assets to the Lessee for a term of 48 months with a total lease payment of RMB113,320,638, which under the Finance Lease Agreement shall include a finance lease principal of RMB100,000,000 and a finance lease interest income (inclusive of VAT) of RMB13,320,638.
LISTING RULES IMPLICATIONS
As the highest applicable percentage ratio under the Finance Lease Agreement is higher than 5% but lower than 25%, therefore, the transaction thereunder constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
BACKGROUND
The Board hereby announces that on September 11, 2020, the Company (as the Lessor) entered into the Finance Lease Agreement with the Lessee, pursuant to which (i) the Lessee would sell its own assets namely, the Leased Assets to the Lessor, at a transfer consideration of RMB100,000,000; and (ii) the Lessor would lease back the Leased Assets to the Lessee for a term of 48 months with a total lease payment of RMB113,320,638, which under the Finance Lease Agreement shall include a finance lease principal of RMB100,000,000 and a finance lease interest income (inclusive of VAT) of RMB13,320,638.
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The table below sets out the details of the Finance Lease Agreement:
Finance | |||||||
lease interest | Net book | ||||||
Expiry date of | Finance lease | income | value of | ||||
Finance Lease | Date of finance | financial lease | principal | (inclusive of | Security | Total lease | Leased Assets |
Agreement | lease agreement | agreement | amount | VAT) | deposits | payment | (Approx.) |
RMB | RMB | RMB | RMB | RMB | |||
Finance Lease Agreement | September 11, 2020 | September 10, 2024 | 100,000,000 | 13,320,638 | 5,000,000 | 113,320,638 | 107,105,154 |
FINANCE LEASE AGREEMENT
Principal terms of the Finance Lease Agreement are as follows:
Parties | |
Lessor: | the Company |
Lessee: | a limited liability company established in the PRC, which is principally engaged in biomass |
power generation. |
To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the Lessee and its ultimate beneficial owners are all independent third parties of the Company and its connected persons (as defined in the Listing Rules).
Leased Assets
The Leased Assets are biomass power generation equipment located in Hunan Province, the PRC, with a net book value of approximately RMB107,105,154.
The Lessee does not separately calculate the profits before and after tax of the Leased Assets. The transfer consideration for acquisition of the Leased Assets under the Finance Lease Agreement will be funded by the Company's internal resources.
Lease Period
The lease period of the Finance Lease Agreement is 48 months.
Lease Payment and Method of Payment
Pursuant to the Finance Lease Agreement, the lease payment comprises finance lease principal and finance lease interest income (inclusive of VAT). The finance lease principal is RMB100,000,000, the finance lease interest income (inclusive of VAT) is RMB13,320,638 (calculated based on the interest rate of 6.00% per annum), the total lease payment is RMB113,320,638, the Lessee shall pay the lease payment to the Lessor at the end of each quarter in instalments in accordance with the Finance Lease Agreement during the lease period.
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The terms of the Finance Lease Agreement, including transfer consideration for the Leased Assets, finance lease principal, finance lease interest income and other expenses under the Finance Lease Agreement, were determined upon arm's length negotiation between the Lessee and the Lessor with reference to net book values of the Leased Assets and prevailing market prices of the same category of finance lease products in the PRC.
Security Deposits
The Lessee agreed to pay the security deposit for the Finance Lease Agreement of RMB5,000,000 (bearing nil interests). When the last lease payment of the Finance Lease Agreement, the lease payment and other payables under the final payment will automatically be deducted from the deposit, and the Lessor will refund the Lessee the remaining amount (if any).
Ownership of the Leased Assets
During the lease period, the ownership of the Leased Assets shall be vested in the Lessor. If the Lessee has properly and fully performed all of its obligations under the Finance Lease Agreement, upon the expiry of the Finance Lease Agreement, the Lessor will transfer the Leased Assets to the Lessee at the consideration of RMB100 in nominal value.
Guarantee
The guarantee arrangements for the Finance Lease Agreement are set out below:
- one of ultimate beneficial owners and the controlling shareholder of the Lessee provide joint and several liabilities guarantee for the debts of the Lessee under the Finance Lease Agreement respectively;
- the Lessee provides pledge of the income rights and pledge guarantee of account receivables from designated project; and
- 100% equity interest of the Lessee will be pledged by the controlling shareholder of the Lessee to the Lessor.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FINANCE LEASE AGREEMENT
The Company's principal activities are to provide finance leasing and advisory services to customers. The Finance Lease Agreement is entered into by the Company during its ordinary and usual course of business.
The Directors consider that entering into the Finance Lease Agreement will generate revenue and profit to the Company over the lease period and is consistent with the Company's business development strategy. Since the Finance Lease Agreement was entered into under normal commercial terms, the Directors are of the view that the terms under the Finance Lease Agreement are fair and reasonable and are in the interests of the Company and its shareholders as a whole.
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INFORMATION OF THE PARTIES
Information of the Company
The Company is a pioneer and a dedicated finance lease company in serving technology and new economy companies in China. As the sole finance lease platform under Zhongguancun Development Group Co., Ltd. ( 中關村發展集團股份有限公司), the Company offers efficient finance lease solutions and a variety of advisory services to satisfy technology and new economy companies' needs for financial services at different stages of their growth. The Company's finance lease solutions primarily take the form of direct lease and sale-and-leaseback. The Company also delivers a variety of advisory services, including policy advisory and management and business consulting, to help its customers achieve rapid growth.
Information of the Lessee
The Lessee is a limited liability company established in the PRC, which is principally engaged in biomass power generation.
LISTING RULES IMPLICATIONS
As the highest applicable percentage ratio under the Finance Lease Agreement is higher than 5% but lower than 25%, therefore, the transaction thereunder constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the following meanings:
"Board" | the board of directors of the Company |
"Company" | Zhongguancun Science-Tech Leasing Co., Ltd. ( 中 關 村 科 技 租 賃 股 |
份有限公司), a joint stock company incorporated under the laws of the | |
PRC with limited liability, the H shares of which are listed on the Stock | |
Exchange with stock code of 1601 | |
"Director(s)" | the director(s) of the Company |
"Finance Lease Agreement" | the finance lease agreement entered into between the Lessor and the |
Lessee on September 11, 2020 | |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"independent third party(ies)" | any individual or company not being the connected persons (as defined |
under the Listing Rules) of the Company, independent of the Company | |
and its connected persons (as defined under the Listing Rules) and not | |
connected with them |
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"Leased Assets" | biomass power generation equipment located in Hunan Province, the |
PRC, with a net book value of approximately RMB107,105,154 under | |
the Finance Lease Agreement | |
"Lessee" | Hunan Reang Renewable Energy Power Co., Ltd.* ( 湖南理昂再生能 |
源電力有限公司), a limited liability company established in the PRC, | |
which is principally engaged in biomass power generation. The ultimate | |
beneficial owners of this company are GUO Zhenjun* ( 郭 振 軍) and | |
LAI Xiaotao* ( 賴小濤), spouse of GUO Zhenjun | |
"Lessor" | the Company |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"PRC" or "China" | the People's Republic of China, which, for the purpose of this |
announcement, excludes Hong Kong, the Macau Special Administrative | |
Region of the PRC and Taiwan | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"VAT" | value-added tax |
By order of the Board | |
Zhongguancun Science-Tech Leasing Co., Ltd. | |
DUAN Hongwei | |
Chairman |
Beijing, the PRC, September 11, 2020
As at the date of this announcement, the Board comprises Mr. HE Rongfeng and Mr. HUANG Wen as executive Directors, Mr. DUAN Hongwei, Mr. LOU Yixiang, Mr. ZHANG Shuqing and Mr. LI Peng as non-executive Directors, and Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen as independent non-executive Directors.
- For identification purposes only.
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Zhongguancun Science Tech Leasing Co. Ltd. published this content on 11 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2020 11:04:09 UTC