China's leading monocrystalline silicon solar ingots and wafers manufacturer, Solargiga Energy Holdings Limited ("Solargiga")(HKG:0757), announced that it has entered into a sale and purchase agreement in respect of acquiring 77.17% of the existing issued share capital of Kinmac Solar Corporation ("Kinmac") from the major shareholders of Kinmac ("Major Shareholders"). Meanwhile, the Company has obtained consents to sell from the minority shareholders holding an aggregate of approximately 22.20% of the existing issued share capital of Kinmac ("Minority Shareholders"). Upon completion of the acquisition of the sale shares from the Major Shareholders and the Minority Shareholders, Solargiga will be interested in approximately 99.37% of the existing issued share capital of Kinmac.
Pursuant to the sale and purchase agreement, Solar Technology Investment (Cayman) Corp ("STIC"), a wholly-owned subsidiary of the Company, has conditionally agreed to purchase an aggregate of 44,239,980 sale shares, representing approximately 77.17% of the existing issued share capital of Kinmac at a consideration of NT$22.00 per sale share. This is equivalent to an aggregate consideration of NT$973,279,560 (approximately HK$231,733,229).
The Company will also acquire from the Minority Shareholders at the same consideration of NT$22.00 per share. On the basis of the 12,729,736 shares that the Minority Shareholders have already confirmed to be sold to STIC, the additional consideration for the acquisition to the Minority Shareholders would be NT$280,054,192 (equivalent to approximately HK$66,679,569).
The total consideration payable by the Company to the Major shareholders and the Minority Shareholders will be NT$1,253,333,752 (equivalent to approximately HK$298,412,798), which will be satisfied in full in cash by the Company's internal resources.
At the same time, Solargiga has entered into the subscription agreement with the Major Shareholders and the Minority Shareholders of Kinmac pursuant to which the Major Shareholders and the Minority Shareholders will apply the net proceeds from their sale of shares to subscribe for an aggregate of 101,633,954 new shares of Solargiga at HK$2.92 per share, representing approximately 5.64% of the issued share capital of the Company as enlarged by the subscription. Kinmac's corporate shareholder, Win Semiconductor Corp. together with nine employees of Kinmac have agreed to a lock up period ranging from 1 year to 3 years, demonstrating their strong confidence in Solargiga.
About Solargiga Energy Holdings Limited
Solargiga Energy Holdings Ltd. (HKG:0757) is the only enterprise in China honored as "National Product Exemption from Quality Surveillance Inspection" on mono-crystal silicon ingot for solar cell. As a high tech enterprise with capacity of developing, manufacturing and marketing mono-crystal silicon products, the Company was listed in the main board of the Stock Exchange of Hong Kong Limited on March 31, 2008.
Solargiga Energy Holdings Ltd. is the second largest manufacturer of mono crystal silicon products in China at present. The production bases are located at Jinzhou and Shanghai. There are 196 sets of mono-crystal silicon ingot drawing machines, 37 sets of sawing machines. The annual production ability of silicon ingots is 2000 tons and 56 million pieces of wafers. The main products are F5.5"-F8" solar mono-crystal silicon ingots and wafers, most of which has been sold to Mainland China, Japan, Germany, Spain, North American, Taiwan, Hong Kong etc. The technology and process have reached international advanced level.
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