CHINA GLASS HOLDINGS LIMITED * (Incorporated in Bermuda with Limited Liability) (Stock Code: 3300) 13.51A
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This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to registration requirements of the Securities Act. No public offering of the Notes will be made in the United States. The securities described herein will be sold in accordance with all applicable laws and regulations. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed to any connected persons of the Company. CHINA GLASS HOLDINGS LIMITED * (Incorporated in Bermuda with limited liability) (Stock Code: 3300) 13.51A Issuance of Notes Introduction This announcement has been made under Rule 13.09 of the Listing Rules. Reference is made to the announcement of the Company dated 5 July 2007 (the “Announcement”). The Company is pleased to announce that closing of the issue of Notes took place on 12 July 2007. The Company wishes to disclose the following information which was included in the Offering Memorandum in relation to the issue of the Notes referred to in the Announcement. —1— CAPITALIZATION AND INDEBTEDNESS As at 31 March 2007, the authorized share capital of the Company was RMB38.3 million divided into 360,000,000 shares of HK$0.1 par value each and its issued share capital was RMB38.3 million consisting of 360,000,000 shares of HK$0.1 par value each. The following table sets forth the consolidated capitalization and indebtedness of the Group as at 31 March 2007 and as adjusted to give effect to the proposed issue of the Notes. As at 31 March 2007 Actual As Adjusted RMB million U.S.$ million RMB million U.S.$ million Short-term borrowings Secured .......................................... 206 27 206 27 Unsecured ...................................... 652 84 652 84 Total short-term borrowings ............ 858 111 858 111 Long-term borrowings Secured .......................................... ———— Unsecured ...................................... 112 14 112 14 Convertible notes ............................ 78 10 78 10 The Notes to be issued .................. ——741 96 Total long-term borrowings ............. 190 24 931 120 Shareholders’ equity Share capital and share premium .... 313 40 313 40 Other reserves ............................... 16 2 16 2 Retained profits ............................. 138 18 138 18 467 60 467 60 Minority interests ........................... 516 67 516 67 Shareholders’ equity........................ 983 127 983 127 Total capitalization ....................... 2,031 262 2,772 358 On 12 April 2007, the Company completed the placing of 42,000,000 new shares to First Fortune Enterprises Limited (“First Fortune”) which increased the number of our issued shares from 360,000,000 shares to 402,000,000 shares. On 13 April 2007, Pilkington exercised its option to acquire 84,558,000 shares from First Fortune, increasing its interests in the Company from 9.9% to 29.9% and decreasing First Fortune’s stake from 56.02% to 34.99%. In accordance with the terms of the convertible bonds of JV Investments, Pilkington converted the convertible notes into shares of JV Investments, thereby increasing Pilkington’s shareholding to 40.14%. The Company’s stake in JV Investments decreased from 65.05% to 43.22%, however, the Directors consider JV Investments to be a subsidiary because the Company has the right, pursuant to the shareholders’ agreement entered into on 20 December 2005, to appoint a majority of its board directors. The Directors consider JV Investments and its subsidiaries as part of the Group and included in the consolidated financials statements of the Company. — 2 — M07 — 27021434full (China Glass) (user: ltk) On 14 June 2007, we, IFC and Cazenove Asia Limited (“Cazenove”) entered into a placing and subscription agreement, pursuant to which IFC agreed to subscribe for 14,000,000 of our new shares at the price of HK$2.75 per share (“IFC Placement”). The completion of IFC Placement is subject to certain conditions, which have all been satisfied. Following completion of the IFC Placement, the approximate percentage of shareholding of IFC in the Company is 8.1%. See “Substantial Shareholders’ and Directors Interests”. Other than as disclosed above, there has been no material change in the capitalization and indebtedness of the Group since 31 March 2007. — 3 — M07 — 27021434full (China Glass) (user: ltk) BUSINESS We are the largest publicly listed and the second largest flat glass manufacturer in the PRC in terms of total production capacity following the completion of a series of acquisitions in 2006 and in the first three months of 2007. We were listed on the main board of the SEHK on 13 June 2005 through the IPO. Our 14 existing glass production lines in six cities of the PRC have a total daily melting capacity of approximately 4,780 tons of glass products in a variety of colors and ranging in thickness from 3 mm to 12 mm. We market and sell our glass, under the brand names “China Glass”, “Subo” and “Blue Star”, primarily to distributors, downstream glass product manufacturers and construction companies. We also export our products to more than 80 countries including our primary export markets of South Korea, Egypt, Brazil and Greece. Our first production line commenced its operation in 1968 in Suqian, Jiangsu province. This production line was upgraded in 1994 and became the first float glass manufacturing facility in Jiangsu province. We completed the construction of our second and third float glass production lines in 2002 and 2005, respectively, in Suqian. Our business expanded significantly following the Recent Acquisitions. After the Recent Acquisitions, the number of our production lines increased from two prior to the IPO to 14, including 11 float glass lines, two sheet glass lines and one rolled glass line and our total daily melting capacity increased to approximately 4,780 tons, compared to only approximately 900 tons prior to the IPO. Two additional production lines are currently being constructed in Xianyang and Taicang. We are currently constructing one additional production line in Xianyang, which is planned to be completed by the end of 2007. Upon completion of the production line in Xianyang, we expect our total daily melting capacity will increase to approximately 5,230 tons. In addition, one solar glass production line is currently being constructed in Taicang. The Taicang solar glass production line is owned by Taicang JV, which is a joint venture between us and Pilkington International. The Taicang solar glass production line is also planned to be completed by the end of 2007. Beijing Wuhai 400 1 660 3 Weihai 1650 4 Suqian Xianyang 1500 3 350+450 1+1 Taicang JV 330 1 Nanjing 220 2 Special Glass Hangzhou R&D 0 Construction Glass Note: Total of 14 lines with Number of production lines production capacity of Daily production capacity (in tons) approximately 4,780 tons per day, plus two additional lines at Xianyang and Taicang, which are under construction, with a planned production capacity of approximately 450 tons per day and approximately 330 tons per day, respectively. — 4 — M07 — 27021434full (China Glass) (user: ltk) The following table sets out our turnover, gross profit, and net profit for the years ended 31 December 2004, 2005 and 2006 and the three months ended 31 March 2006 and 2007: Year ended 31 December Three months ended 31 March 2004 2005 2006 2006 2007 (restated) (unaudited) (unaudited) RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Turnover ....................... 429,738 386,494 573,136 106,760 308,624 Gross profit/(loss).......... 126,269 61,575 55,307 (12,017) 40,181 Net profit/(loss) for the year/period .......... 76,709 16,102 14,605 (21,984) 35,855 Recent Acquisitions We conducted a series of transactions in 2006 and the first three months of 2007 to purchase a number of companies engaged in the manufacturing, sale, research and development of glass and glass products in the PRC. The Recent Acquisitions can be divided into two phases in accordance with the date of completion. During the first phase, which was completed on 1 October 2006 and 22 November 2006, we effectively acquired 75.1% of Shaanxi Blue Star and 56.2% of Beijing Qinchang, respectively, and the number of our production lines increased from three after the IPO to five. During the second phase of the Recent Acquisitions, which was completed on 28 February 2007, 7 March 2007 and 8 March 2007, we effectively acquired 50.8% of Weihai Blue Star, 100.0% of Weihai Tech Park together with its subsidiaries, 90.0% of Hangzhou Blue Star and 76.7% of Zhongbo Technology and the number of our production lines increased from five to 14. As a result of the Recent Acquisitions, we have experienced significant growth in our assets and liabilities in 2006 and the first three months of 2007. As at 31 March 2007, our total assets less current liabilities were RMB1,365.4 million, which included the companies acquired during the Recent Acquisitions.