TBEA Announces Plan of Domestic Listing of Its Subsidiary Xinte Energy

PVTIME - TBEA Co., Ltd. (hereinafter referred to as the “Company”) reviewed and approved the previously discussed “Proposal for Planning of Domestic Listing of the Company’s Holding Subsidiary " during its second interim board meeting of 2021 earlier this week.

In order to seize the opportunity for the continuous improvement of the global new energy industry, optimize the company’s capital structure, further expand and strengthen the company’s presence in the new energy industry, the company plans to proceed with the preparatory work needed for the domestic listing of its subsidiary Xinte Energy Co., Ltd. (hereinafter referred to as “Xinte Energy”).

1. Basic information of the entity to be listed in China

Xinte Energy is a solar-grade polysilicon producer and PV project contractor. Xinte Energy provides polysilicon production, sales of electricity, engineering and construction contracting, inverter manufacturing, and PV wafer and module manufacturing. Its financial data (consolidated) for the past two years are as follows:

2019 2018
Total Assets 4,170,511.60 3,569,970.30
Net Assets 1,384,867.70 1,129,005.60
Operating Income 872,211.30 1,205,374.20
Operating Profit 90,311.50 154,631.60
Net Profit 51,679.30 111,064.20
Net Profit Attributable to the Parent Company 40,264.20 110,779.70

(Unit: 10,000 Yuan)
Note: the above data are prepared in accordance with international financial reporting standards and have been audited.

Xinte Energy was listed on the Main Board of the Hong Kong Stock Exchange on December 30, 2015, under the stock code 1799.HK. Presently, Xinte Energy has a total share capital of 1.2 billion shares, including 313,475,630 H shares, accounting for 26.12% of the total share capital; and 886,524,370 domestic shares, accounting for 73.88% of the total share capital. The company directly holds 783,921,287 domestic shares of Xinte Energy, accounting for 65.33% of the total share capital, and is the controlling shareholder of Xinte Energy. The company's wholly-owned subsidiary TBEA (Hong Kong) Co., Ltd. holds 1,223,200 H shares of Xinte Energy, accounting for 0.10% of the total share capital.

2. Authorization for domestic listing

The company is planning for the domestic listing of Xinte Energy and have started the preparatory work. The company’s board of directors authorizes the company and Xinte Energy’s management to initiate the preparatory work for Xinte Energy’s domestic listing, including but not limited to the feasibility plan demonstration, the organization of the preparation of the listing plan, and the signing of relevant agreements involved in the planning process and other listing-related matters. After formulating the domestic listing plan, the relevant listing plan and other matters related to the listing will be submitted to the company and Xinte Energy's board of directors as well as the general meeting of shareholders for review.

3. Opinions of independent directors

The independent directors have expressed their opinions on the matter and believe that the company's domestic listing of Xinte Energy is in line with the company's strategic planning and long-term development, and there is no situation that harms the interests of the company and shareholders, especially small and medium shareholders. After the listing plan is determined, the company will perform the corresponding decision-making procedures in accordance with relevant laws and regulations, and review the relevant proposals for the domestic listing. It has been agreed that the company will start the preparatory work for the domestic listing of its holding subsidiary Xinte Energy Co., Ltd.

4. Opinions of the board of supervisors

The company’s board of supervisors believes that the company’s domestic listing of Xinte Energy is in line with the company’s strategic planning and long-term development, and does not harm the interests of the company and shareholders, especially small and medium shareholders; and have agreed to start the preparatory work for the domestic listing of the company's controlling subsidiary Xinte Energy Co., Ltd.

5. Impact on the company

The company is a service provider that provides system solutions for the global energy industry. It is a national-level high-tech enterprise and large-scale energy equipment manufacturing enterprise. Its main business includes power transmission and transformation, new energy, and energy. Xinte Energy is the holding subsidiary of the company's new energy business segment and involved in the production of polysilicon, and engineering and construction contracting services for photovoltaic and wind power projects. Xinte Energy maintains a high degree of independence between its business areas and operating methods from other businesses of the company. The specific effects of Xinte Energy's domestic listing are as follows:

a) Proportion of net profit

According to the "Audit Report" (XYZH/2020URA30048) issued by ShineWing Certified Public Accountants (Special General Partnership), the company's net profit attributable to shareholders of the parent company in 2019 was 2.018 billion yuan, of which Xinte Energy's attributable to Shareholders of the parent company accounted for 13.05% of the net profit.

b) Proportion of net assets

According to the "Audit Report" (XYZH/2020URA30048) issued by ShineWing Certified Public Accountants (Special General Partnership), as of December 31, 2019, the company’s net assets attributable to shareholders of the parent company were 34.884 billion yuan, of which the new Xinte Energy's net assets attributable to shareholders of the parent company accounted for 21.43%.

c) Impact on the company's business

The company’s main business includes power transmission and transformation, new energy, and energy. Xinte Energy is the holding subsidiary of the company's new energy business segment and is involved in the production of polysilicon, and engineering and construction contracting service for photovoltaic and wind power projects. Xinte Energy maintains a high degree of independence between its business areas and operating methods from other businesses of the company. The domestic listing of Xinte Energy will not have a substantial impact on the continued operation of the company's other businesses.

d) Impact on the company's profitability

The domestic listing of Xinte Energy and the creation of a new financing platform are in line with the company's strategic planning and long-term development. The listing will enhance Xinte Energy’s financial strength, optimize its industrial layout, enhance the competitiveness and profitability of the new energy industry, and achieve better development of the new energy industry.

6.Rick warning

Xinte Energy’s domestic listing plan is still in the preliminary planning stage. After the company’s management has completed the preliminary preparations, the company’s board of directors will need to determine whether Xinte Energy’s domestic listing complies with the "Regulations on Pilot Domestic Listing of Subsidiaries of Listed Companies", etc. Laws, regulations, and regulatory documents require resolutions need to be submitted to the company’s shareholders' meeting for approval. There will still be various uncertain factors in the implementation of this domestic listing, which may affect the listing planning and decision-making of Xinte Energy. There is a certain degree of uncertainty in this domestic listing.

In response to the above risks, the company will perform its information disclosure obligations in a timely manner based on the progress of the project. Investors are kindly requested to pay attention to the relevant risks.

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