新特能源（1799.HK）公告与控股股东特变电工系列持续关连交易：上调2026年杂项服务年度上限并续签2027–2029框架协议

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take
no responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this announcement.

XINTE ENERGY CO., LTD.
新特能源 股 份 有 限 公 司

(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock code: 1799)

ANNOUNCEMENT
(1) CONTINUING CONNECTED TRANSACTION — REVISION OF
2026 ANNUAL CAP UNDER THE EXISTING MISCELLANEOUS
SERVICES FRAMEWORK AGREEMENT (TBEA);
(2) CONTINUING CONNECTED TRANSACTION — RENEWAL OF
EXISTING FRAMEWORK AGREEMENTS;
(3) MAJOR TRANSACTION AND CONTINUING CONNECTED
TRANSACTION — NEW FINANCIAL SERVICES FRAMEWORK
AGREEMENT;
AND
(4) DISCLOSEABLE TRANSACTION AND CONTINUING
CONNECTED TRANSACTION — NEW FACTORING SERVICES
FRAMEWORK AGREEMENT
REVISION OF 2026 ANNUAL CAP UNDER THE EXISTING
MISCELLANEOUS SERVICES FRAMEWORK AGREEMENT (TBEA)
Considering that the amount of miscellaneous services to be procured by the Group from
TBEA Group for 2026 is expected to exceed the existing annual cap for the year ending
31 December 2026 under the Existing Miscellaneous Services Framework Agreement
(TBEA), on 15 October 2026, the Company entered into the 2026 Supplemental
Agreement with TBEA to revise the relevant annual cap from RMB450,000,000
(exclusive of tax) to RMB700,000,000 (exclusive of tax). Save for the revision of the
aforesaid annual cap, all other terms and conditions of the Existing Miscellaneous
Services Framework Agreement (TBEA) shall remain unchanged.

–1–

Pursuant to Rule 14A.54 of the Listing Rules, the Company shall re-comply with the
relevant requirements under Chapter 14A of the Listing Rules when it revises the 2026
annual cap under the Existing Miscellaneous Services Framework Agreement (TBEA).
As the highest applicable percentage ratio in respect of the Revised 2026 Annual Cap
(after aggregated with other annual caps under other Continuing Connected Transactions
between the Group and TBEA Group for the year ending 31 December 2026) exceed
5%, the 2026 Supplemental Agreement and the Revised 2026 Annual Cap are subject
to the reporting, annual review, announcement and Independent Shareholders’ approval
requirements under Chapter 14A of the Listing Rules.

RENEWAL OF EXISTING FRAMEWORK AGREEMENTS
In view of the expiration of the Existing TBEA Framework Agreement, the Existing
Xinjiang Tebian Framework Agreement, the Existing Financial Services Framework
Agreement and the Existing Factoring Services Framework Agreement on 31 December
2026, and in consideration of the developmental needs of the Group, the Board has
resolved to renew the Existing Framework Agreements mentioned above and proposed to
determine the annual caps for the three years ending 31 December 2029. On 15 October
2026, the Company entered into the New Framework Agreements.

LISTING RULES IMPLICATIONS
Continuing Connected Transactions
As (i) TBEA is the Controlling Shareholder of the Company (directly and indirectly
interested in approximately 66.60% of the total issued share capital of the Company),
TBEA Group is a Connected Person of the Company and (ii) the New TBEA Framework
Agreements are entered into between the same parties, the transactions contemplated
thereunder are required to be aggregated and treated as if one transaction pursuant to
Rule 14A.81 of the Listing Rules. Accordingly, the annual caps under the New TBEA
Framework Agreements are aggregated and used when calculating the relevant percentage
ratios. As the highest applicable percentage ratio of the proposed annual caps for the
transactions contemplated under the New TBEA Framework Agreements (as aggregated)
calculated according to Rule 14.07 of the Listing Rules exceeds 5%, the proposed annual
caps are subject to the reporting, annual review, announcement and the Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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As (i) Xinjiang Tebian is a 30%-controlled company held by Mr. Zhang Xin, a Director,
Xinjiang Tebian is a Connected Person of the Company and (ii) the New Xinjiang Tebian
Framework Agreements are entered into between the same parties, the transactions
contemplated thereunder are required to be aggregated and treated as if one transaction
pursuant to Rule 14A.81 of the Listing Rules. Accordingly, the annual caps under the
New Xinjiang Tebian Framework Agreements are aggregated and used when calculating
the relevant percentage ratios. As the highest applicable percentage ratio of the proposed
annual caps for the transactions contemplated under the New Xinjiang Tebian Framework
Agreements (as aggregated) calculated according to Rule 14.07 of the Listing Rules
exceeds 5%, the proposed annual caps are subject to the reporting, annual review,
announcement and the Independent Shareholders’ approval requirements under Chapter
14A of the Listing Rules.
MAJOR TRANSACTION AND CONTINUING CONNECTED TRANSACTION
TBEA Finance, being a subsidiary of TBEA, is a Connected Person of the Company, and
the transactions conducted between the Group and TBEA Finance constitute Connected
Transactions of the Company. As the highest applicable percentage ratio in respect of
the proposed annual caps of the Deposit Services under the New Financial Services
Framework Agreement exceeds 25% but is less than 100%, the Deposit Services under
the New Financial Services Framework Agreement constitute a major transaction and a
non-exempt Continuing Connected Transaction of the Company, and are subject to the
reporting, announcement, circular and the Shareholders’ approval requirements under
Chapter 14 of the Listing Rules and the reporting, annual review, announcement and the
Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
DISCLOSEABLE TRANSACTION AND CONTINUING CONNECTED
TRANSACTION
Factoring Company is held by TBEA as to 100.00%, and TBEA is directly and indirectly
interested in approximately 66.60% of the total issued share capital of the Company, and
is thus the Controlling Shareholder of the Company. Therefore, Factoring Company is a
Connected Person of the Company. As the highest applicable percentage ratio in respect
of the proposed annual cap for the transactions contemplated under the New Factoring
Services Framework Agreement is more than 5% but less than 25%, such transactions
constitute discloseable transactions of the Company under Chapter 14 of the Listing
Rules. Accordingly, such transactions are subject to the reporting and announcement
requirements under Chapter 14 of the Listing Rules and the reporting, announcement,
annual review and Independent Shareholders’ approval requirements under Chapter 14A
of the Listing Rules.

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GENERAL
The Independent Board Committee comprising all independent non-executive Directors
has been established to advise the Independent Shareholders in respect of the 2026
Supplemental Agreement and the Revised 2026 Annual Cap as well as the terms of the
New Framework Agreements, the transactions contemplated and the proposed annual caps
thereunder. Kingsway Capital Limited has been appointed as the Independent Financial
Adviser to advise the Independent Board Committee and the Independent Shareholders in
this regard.
A circular containing, among other things, further information on the 2026 Supplemental
Agreement and the New Framework Agreements, the recommendation from the
Independent Board Committee, the letter of advice from the Independent Financial
Adviser, the financial information, the statement of indebtedness and the statement of
sufficiency of working capital of the Group and the notice of the EGM was originally
required under the Listing Rules to be despatched to the Shareholders within 15 business
days after the date of this announcement. However, as additional time is required to
prepare and finalise the information to be included in the circular, the Company expects to
publish and despatch the circular to the Shareholders on or before 20 November 2026.

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1.

REVISION OF THE 2026 ANNUAL CAP UNDER THE EXISTING
MISCELLANEOUS SERVICES FRAMEWORK AGREEMENT (TBEA)
1.1 Background
References are made to (i) the announcement of the Company dated 17
October 2023, the circular of the Company dated 14 November 2023 and the
announcement of the poll results of the Company’s general meeting dated
30 November 2023 of the Company in relation to, inter alia, the Existing
Miscellaneous Services Framework Agreement (TBEA) entered into between
the Company and TBEA, with effect from 1 January 2024 to 31 December 2026;
and (ii) the announcement of the Company dated 14 October 2025, the circular of
the Company dated 11 November 2025 and the announcement of the poll results
of the Company’s general meeting dated 2 December 2025 of the Company
in relation to, inter alia, the revision of the annual cap under the Existing
Miscellaneous Services Framework Agreement (TBEA) for the year ended 31
December 2025 from RMB450,000,000 (exclusive of tax) to RMB600,000,000
(exclusive of tax).
The Board has reviewed and assessed the Continuing Connected Transactions
under the Existing Miscellaneous Services Framework Agreement (TBEA)
and anticipates that the amount of miscellaneous services to be procured by
the Group from TBEA Group for the year ending 31 December 2026 will
exceed the previous forecasts such that the Existing 2026 Annual Cap will
be insufficient to meet the business needs of the Group. Accordingly, on 15
October 2026, the Company entered into the 2026 Supplemental Agreement
with TBEA to revise the annual cap under the Existing Miscellaneous Services
Framework Agreement (TBEA) for the year ending 31 December 2026 from
RMB450,000,000 (exclusive of tax) to RMB700,000,000 (exclusive of tax). Save
for the revision of the aforesaid annual cap, all other terms and conditions of the
Existing Miscellaneous Services Framework Agreement (TBEA) (including but
not limited to the transaction types, pricing basis and payment terms) and the
existing annual caps for other transactions under the Existing TBEA Framework
Agreement shall remain unchanged.
1.2 2026 Supplemental Agreement
The principal terms of the 2026 Supplemental Agreement are summarised as
follows:
Date:

15 October 2026

Parties:

the Company and TBEA
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Revision of annual cap:

The annual cap for the year ending 31 December 2026
is revised from RMB450,000,000 (exclusive of tax) to
RMB700,000,000 (exclusive of tax)

Effectiveness:

The 2026 Supplemental Agreement shall become
effective upon the approval of the Independent
Shareholders at the EGM.

1.3 Historical Transaction Amount and the Revised 2026 Annual Cap
For the nine months ended 30 September 2026, the actual transaction amount
under the Existing Miscellaneous Services Framework Agreement (TBEA) was
approximately RMB356 million (exclusive of tax), representing approximately
79.11% of the Existing 2026 Annual Cap. As of the date of this announcement,
such actual transaction amount has not exceeded the Existing 2026 Annual Cap.
The following table sets out the existing annual caps and the revised annual caps
under other Continuing Connected Transactions between the Group and TBEA
Group for the year ending 31 December 2026 (as aggregated):
(RMB100 million, exclusive of tax)

Amount of miscellaneous services purchased by
the Group from TBEA Group
Amount of products purchased by the Group
from TBEA Group
Amount of coal purchased by the Group from
TBEA Group (including transportation cost)
Amount of products and services sold by the
Group to TBEA Group
Total
*

As revised by the 2026 Supplemental Agreement

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Existing
Annual
Cap

Revised
Annual
Cap

4.50

7.00*

11.00

11.00

7.50

7.50

4.00

4.00

27.00

29.50

1.4 Basis for determining the Revised 2026 Annual Cap
The factors taken into account by the Company in determining the Revised 2026
Annual Cap include, but are not limited to: (1) the actual transaction amount
under the Existing Miscellaneous Services Framework Agreement (TBEA) for
the nine months ended 30 September 2026; (2) the remaining transaction amount
for the Group’s projects awarded or under construction in the fourth quarter of
2026 (±800 kV ultra-high voltage testing hall project); and (3) a reasonable buffer
of approximately 10% to accommodate the expected demand for miscellaneous
services from other new energy projects in 2026.
Based on the foregoing factors, the Group anticipates that the transaction amount
under the Existing Miscellaneous Services Framework Agreement (TBEA) for
the full year of 2026 will exceed the Existing 2026 Annual Cap, but will not
exceed the Revised 2026 Annual Cap of RMB700,000,000 (exclusive of tax).
1.5 Reasons for and benefits of Revising the 2026 Annual Cap
TBEA Group has constructed many power transmission and transformation
full-package projects at home and overseas and has rich engineering construction
experience, with strong advantages in service quality, pricing and construction
schedule. The miscellaneous services provided by TBEA Group to the Group
were mainly the construction of substations and step-up stations in polysilicon
projects and PV and wind power projects. Such construction works are critical to
ensuring stable power supply for polysilicon production and connecting PV and
wind power stations to the main power grid. The revision of the Existing 2026
Annual Cap will facilitate the smooth progress of the Group’s production and
operations as well as its project construction.
Towards the end of 2025 and in 2026, the Group successively won bids for
ultra-high voltage flexible DC converter valve projects of State Grid Corporation
of China and China Southern Power Grid Co., Ltd., with aggregate value of
order exceeding RMB2 billion. In addition, in order to enhance the Group’s
high-voltage insulation testing capability, improve the research and development
efficiency of flexible DC converter valves to ensure project delivery, the Group
has invested in the construction of a ±800 kV ultra-high voltage testing hall
project, which is expected to be completed in 2027. Through a tender process, the
Group has determined that a subsidiary of TBEA shall undertake the construction
of the project, with an aggregate winning bid amount of approximately RMB200
million.

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The Existing 2026 Annual Cap was determined in 2023 by reference to the then
project construction plans. Since then, as a result of the construction requirements
of new energy power stations and the manufacturing testing hall, the Group’s
demand in 2026 for miscellaneous services such as engineering construction and
the construction of substations and step-up stations has increased as compared
with the original forecast.
The Group has maintained business relationships with TBEA Group for more
than 18 years, and there has been no material dispute or complaint in relation to
the services provided by TBEA Group in the past.
The pricing of the miscellaneous services will continue to be determined by way
of bidding, competitive negotiation and other means in accordance with normal
commercial terms and market conditions. Save for the revision of the Existing
2026 Annual Cap, the pricing policies and internal control measures under the
Existing Miscellaneous Services Framework Agreement (TBEA) shall remain
unchanged.
Upon entering into specific agreements for miscellaneous services, TBEA Group
is required to submit monthly construction progress reports to the Group setting
out the progress of the works in detail. The Group will make corresponding
progress payments corresponding to the milestones reached until 95% of the total
settlement amount has been paid, with the remaining 5% retained as a quality
assurance deposit. Such quality assurance deposit will be released within one to
three years after final acceptance of the project, provided that no quality issues
or claims arise. The above payment terms are comparable to those applicable to
the procurement of similar services by the Group from independent third-party
suppliers.
Prior to the approval of the Revised 2026 Annual Cap under the 2026
Supplemental Agreement by the Independent Shareholders, the Group will
ensure that the actual transaction amount under the Existing Miscellaneous
Services Framework Agreement (TBEA) shall not exceed the Existing 2026
Annual Cap. As of the date of this announcement, the actual transaction amount
under the Existing Miscellaneous Services Framework Agreement (TBEA) has
not exceeded the Existing 2026 Annual Cap. Prior to the approval of the Revised
2026 Annual Cap by the Independent Shareholders, the Group will monitor
the actual transaction amount on a monthly basis. The Group will also arrange
construction works and payments under the specific agreements according to
the progress of the works and, where necessary, defer entering into new specific
agreements to ensure that such actual transaction amount does not exceed the
Existing 2026 Annual Cap. In the event that the Independent Shareholders do
not approve the Revised 2026 Annual Cap, the 2026 Supplemental Agreement
–8–

will not become effective, and the Group will continue to ensure that such actual
transaction amount does not exceed the Existing 2026 Annual Cap.

RENEWAL OF EXISTING FRAMEWORK AGREEMENTS
BACKGROUND
References are made to (i) the announcements of the Company dated 17 October 2023, 31
March 2025, 14 October 2025 and 10 July 2026; and (ii) the circulars dated 14 November
2023, 27 May 2025, 11 November 2025 and 31 July 2026 in relation to, inter alia, the
Company’s non-exempt Continuing Connected Transactions with TBEA Group, Xinjiang
Tebian Group, TBEA Finance and Factoring Company.
In view of the expiration of the Existing TBEA Framework Agreement, the Existing
Xinjiang Tebian Framework Agreement, the Existing Financial Services Framework
Agreement and the Existing Factoring Services Framework Agreement on 31 December
2026, and in consideration of the developmental needs of the Group, the Board has resolved
to renew the Existing Framework Agreements mentioned above and proposed to determine
the annual caps for the three years ending 31 December 2029. On 15 October 2026, the
Company entered into the New Framework Agreements.

2.

PRODUCT PROCUREMENT FRAMEWORK AGREEMENT WITH
TBEA (CONTINUING CONNECTED TRANSACTIONS)
2.1 Background of the transaction
The Company entered into the New Product Procurement Framework Agreement
(TBEA) with TBEA on 15 October 2026, under which the Group will procure
transformers (including ancillary equipment), wires, cables and other equipment
from TBEA Group. The New Product Procurement Framework Agreement
(TBEA) is subject to the Independent Shareholders’ approval and has a term of
three years, commencing from 1 January 2027 and expiring on 31 December
2029, and may be extended subject to mutual consent and compliance with
the Listing Rules. The relevant subsidiaries or associates of both parties will
enter into separate agreements, which will set out specific terms and conditions
(including pricing, settlement terms and quality standards) on the basis of the
normal commercial terms provided in the New Product Procurement Framework
Agreement (TBEA).

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2.2 Reasons for and benefits of the transaction
In view of the Group’s past collaborating experience with TBEA Group, TBEA
Group’s power transmission and transformation products are in a leading
position in the industry, and its products are of high quality. In recent years, the
Company has used TBEA Group’s products such as transformers, wires and
cables in the construction and production of the polysilicon projects and PV and
wind power station construction, which has well ensured the construction and
production of polysilicon projects and the construction quality and long-term
stable operations of PV and wind power stations. As such products are necessities
of the Group’s business operations, it will generally purchase relevant equipment
through bidding, competitive negotiations, etc., and determine relevant prices in
accordance with normal commercial terms and market conditions. At the same
time, in the process of Group’s tender or competitive negotiation, due to the
relative edge on product price, quality, delivery schedule and payment terms,
TBEA Group has obtained some orders.

3.

MISCELLANEOUS SERVICES FRAMEWORK AGREEMENT WITH
TBEA (CONTINUING CONNECTED TRANSACTIONS)
3.1 Background of the transaction
The Company entered into the New Miscellaneous Services Framework
Agreement (TBEA) with TBEA on 15 October 2026, under which TBEA
Group will provide the Group with miscellaneous services, such as engineering
construction and greenification services. The New Miscellaneous Services
Framework Agreement (TBEA) is subject to the Independent Shareholders’
approval and has a term of three years, commencing from 1 January 2027 and
expiring on 31 December 2029, and may be extended subject to mutual consent
and compliance with the Listing Rules. The relevant subsidiaries or associates
of both parties will enter into separate agreements, which will set out specific
terms and conditions (including pricing, settlement terms and quality standards)
on the basis of the normal commercial terms provided in the New Miscellaneous
Services Framework Agreement (TBEA).

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3.2 Reasons for and benefits of the transaction
TBEA Group has constructed many power transmission and transformation
full-package projects at home and overseas and has rich engineering construction
experience. In the past production and operation, the miscellaneous services
provided by TBEA Group to the Group were mainly the construction of
substations and step-up stations in polysilicon projects and PV and wind
power projects. The construction of these projects is the key for the connection
of polysilicon projects and PV and wind power stations to the main power
grid. The Group will purchase miscellaneous services by way of bidding and
competitive negotiations, etc., and determine relevant prices in accordance with
normal commercial terms and market conditions. The miscellaneous services
provided by TBEA Group have a relatively strong edge in aspects such as price,
construction quality, construction period and service capacity, which meets the
Group’s requirements for Qualified Suppliers, and are more able to understand
the Group’s needs for miscellaneous services compared to independent third
parties.

4.

PRODUCT AND SERVICE SALES FRAMEWORK AGREEMENT
WITH TBEA (CONTINUING CONNECTED TRANSACTIONS)
4.1 Background of the transaction
The Company entered into the New Product and Service Sales Framework
Agreement with TBEA on 15 October 2026, under which the Group will provide
TBEA Group with products and services, including products such as electricity
and inverters, as well as services relating to the design, construction, operation
and maintenance of projects such as zero-carbon factories and direct green
power supply. The New Product and Service Sales Framework Agreement is
subject to the Independent Shareholders’ approval and has a term of three years,
commencing from 1 January 2027 and expiring on 31 December 2029, and may
be extended subject to mutual consent and compliance with the Listing Rules.
The relevant subsidiaries or associates of both parties will enter into separate
agreements, which will set out specific terms and conditions (including pricing,
settlement terms and quality standards) on the basis of the normal commercial
terms provided in the New Product and Service Sales Framework Agreement.

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4.2 Reasons for and benefits of the transaction
In order to respond to the “15th Five-Year Plan for the Construction of a New
Energy System” issued by the National Development and Reform Commission
and the National Energy Administration of the People’s Republic of China,
facilitate the green and low-carbon transformation of industrial and construction
sectors, and advance the installation of solar photovoltaic systems on the rooftops
of existing and newly-built buildings, thereby lowering the cost of power supply,
TBEA Group plans to promote zero-carbon factory and industrial park projects
in more than 30 completed and newly-built industrial parks across the country
in an orderly manner during the period from 2027 to 2029 by installing PV and
energy storage systems on the rooftops of factories and office buildings, parking
lots and other areas. In addition, in order to strengthen the management of carbon
emissions and increase the proportion of “green power”, TBEA Group intends
to explore power consumption models such as multi-user direct green power
supply. The Group intends to leverage its experience in the design, construction,
operation and maintenance of new energy power stations and zero-carbon
factories and industrial parks, as well as its advantages in the production of
inverters and other products and power supply, to provide services for projects
such as zero-carbon factories and direct green power supply, inverters and other
products and power sales for TBEA Group.
By selling the aforementioned products and services to TBEA Group, the
Group can fully leverage its advantages in the production of products such as
inverters and electricity, as well as its service capabilities in the field of new
energy engineering to generate certain revenue for the Group. In addition, with
the continuous advancement of the market-oriented reform of the national
power sector, the scale and proportion of market-based electricity transactions
have continued to increase. By selling electricity to TBEA Group through
market-based electricity transactions, direct green power supply and other means,
the Group may secure more favorable electricity prices and sell a greater volume
of electricity, thereby further increasing the Group’s revenue.

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5.

PRODUCT PROCUREMENT FRAMEWORK AGREEMENT WITH
XINJIANG TEBIAN (CONTINUING CONNECTED TRANSACTIONS)
5.1 Background of the transaction
The Company entered into the New Product Procurement Framework Agreement
(Xinjiang Tebian) with Xinjiang Tebian on 15 October 2026, under which the
Group will procure products from Xinjiang Tebian Group, including towers,
PV mountings and other products. The New Product Procurement Framework
Agreement (Xinjiang Tebian) is subject to the Independent Shareholders’
approval and has a term of three years, commencing from 1 January 2027 and
expiring on 31 December 2029, and may be extended subject to mutual consent
and compliance with the Listing Rules. The relevant subsidiaries or associates of
both parties will enter into separate agreements, which will set out specific terms
and conditions (including pricing, settlement terms and quality standards) on the
basis of the normal commercial terms provided in the New Product Procurement
Framework Agreement (Xinjiang Tebian).
5.2 Reasons for and benefits of the transaction
Xinjiang Tebian is a key manufacturer of transformer accessories in the industry.
In recent years, it has also experienced rapid growth in the manufacturing of
towers and PV mountings, with an annual production capacity of approximately
230,000 tonnes for towers and approximately 180,000 tonnes for mountings.
In addition to supplying towers and PV mountings to the Group, Xinjiang
Tebian Group also supplies towers and PV mounting products to other power
station construction enterprises in the new energy industry. Compared with
other suppliers in the market, Xinjiang Tebian Group’s products have certain
competitiveness. Xinjiang Tebian Group has successively won tower and
mounting orders from the Group for five consecutive years, providing a stable
supply of products to the Group of high-quality. As such products are necessities
of the Group’s business operations, it will generally purchase towers, PV
mountings and other products through bidding, competitive negotiations, etc.,
and determine relevant prices in accordance with normal commercial terms
and market conditions. At the same time, in the process of Group’s tender or
competitive negotiation, due to the relative edge on product price, quality,
delivery schedule and payment terms, Xinjiang Tebian Group obtained some
orders.

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6.

MISCELLANEOUS SERVICES FRAMEWORK AGREEMENT WITH
XINJIANG TEBIAN (CONTINUING CONNECTED TRANSACTIONS)
6.1 Background of the transaction
The Company entered into the New Miscellaneous Services Framework
Agreement (Xinjiang Tebian) with Xinjiang Tebian on 15 October 2026, under
which Xinjiang Tebian Group will provide miscellaneous services (including
engineering labour services, civil foundation construction, and decoration and
renovation services) to the Group. The New Miscellaneous Services Framework
Agreement (Xinjiang Tebian) is subject to the Independent Shareholders’
approval and has a term of three years, commencing from 1 January 2027 and
expiring on 31 December 2029, and may be extended subject to mutual consent
and compliance with the Listing Rules. The relevant subsidiaries or associates
of both parties will enter into separate agreements, which will set out specific
terms and conditions (including pricing, settlement terms and quality standards)
on the basis of the normal commercial terms provided in the New Miscellaneous
Services Framework Agreement (Xinjiang Tebian).
6.2 Reasons for and benefits of the transaction
Xinjiang Tebian Group possesses rich experience in installations of civil works
infrastructure and houses and buildings construction and renovation, and
consistently provides quality ancillary services in civil works infrastructure
construction, renovation and decoration. In recent years, such services are also
required for the construction of preparatory works, peripheral walls and buildings
of polysilicon projects and PV and wind power stations and the construction
and renovation of buildings of the Group, and the Group will procure the
miscellaneous services through bidding, competitive negotiations, etc. By virtue
of the high quality of provided services and competitive prices, Xinjiang Tebian
Group has participated in part of the tenders or competitive negotiations and
obtained orders in the past.

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7.

FINANCIAL SERVICES FRAMEWORK AGREEMENT WITH TBEA
FINANCE (MAJOR TRANSACTION AND CONTINUING CONNECTED
TRANSACTIONS)
7.1 Background of the transaction
The Company entered into the New Financial Services Framework Agreement
with TBEA Finance on 15 October 2026, under which TBEA Finance will
provide the Group with Deposit Services. The New Financial Services
Framework Agreement is subject to the Independent Shareholders’ approval and
has a term of three years, commencing from 1 January 2027 and expiring on 31
December 2029, and may be extended subject to mutual consent and compliance
with the Listing Rules. The relevant subsidiaries or associates of both parties will
enter into separate agreements, which will set out specific terms and conditions
on the basis of the normal commercial terms provided in the New Financial
Services Framework Agreement.
7.2 Reasons for and benefits of the transaction
TBEA Finance is regulated by the PBOC and the NFRA, and shall provide
services in accordance with and in compliance with the rules and operational
requirements of such regulatory authorities. TBEA Finance has adopted internal
control and risk management measures to mitigate fund risks and guarantee fund
safety, thereby protecting the overall interests of the Group. With the continuous
business scale expansion, as the Group’s capital size will remain relatively large,
it is particularly important to improve the capital utilisation rate. The interest rate
offered by TBEA Finance to the Group for the Deposit Services is the same as
or more favourable than those offered by other Major Cooperative Commercial
Banks in the PRC to the Group. The Group may obtain the financial services
from TBEA Finance on more favorable terms, which enables the Group to secure
deposit interest rates equal to or higher than those available in the market, thereby
increasing interest income on deposits, and helping improve the overall standard
of fund operation of the Group.
As a subsidiary of TBEA, TBEA Finance has a more thorough understanding
of the Group’s operations as compared to the Major Cooperative Commercial
Banks and other financial institutions, and is familiar with the capital structure,
business operation, financing needs, mode of cash flow and cash management
of the Group, as well as the Group’s financial management system, enabling
TBEA Finance to communicate with the Group more efficiently to cater for its
needs, as well as serving the Group in a more convenient and efficient manner
than other commercial banks in the PRC. Therefore, TBEA Finance will be in
an advantageous position to provide the Group with more appropriate, effective
and flexible services as compared to the Major Cooperative Commercial Banks.
The New Financial Services Framework Agreement is non-exclusive, with no
restrictions on the Group’s decision to select other commercial banks or financial
– 15 –

institutions, and TBEA Finance is only one of the many financial institutions
which offers financial services to the Group. Having the ability to choose other
financial services providers, the Group can encourage other financial services
providers to provide more competitive terms for financial services.
In addition to the above, the Directors also considered the following factors:
•

The deposit interest rate offered by TBEA Finance to the Group is not
lower than the interest rate for deposits of the same term and type offered
by other major commercial banks in China. As of 30 September 2026,
the one-year fixed deposit interest rate offered by TBEA Finance to the
Group was approximately 1.2% per annum, whereas the nominal interest
rate for deposits of the same term and type offered by major commercial
banks in China (such as Industrial and Commercial Bank of China, China
Construction Bank and Bank of China) was approximately 0.95% per
annum;

•

TBEA Finance is regulated by the NFRA and is required to comply with
regulatory indicators such as capital adequacy ratio and liquidity ratio. As at
31 December 2024, 31 December 2025 and 30 June 2026, the total assets of
TBEA Finance were approximately RMB14.680 billion, RMB13.536 billion
and RMB12.923 billion, respectively; its net assets were approximately
RMB2.831 billion, RMB2.910 billion and RMB2.866 billion, respectively;
its total deposits from customers were approximately RMB11.803
billion, RMB10.588 billion and RMB10.021 billion, respectively; and its
capital adequacy ratio was approximately 33.02%, 33.40% and 32.74%,
respectively, with no non-performing assets. TBEA Finance possesses
sufficient financial resources and liquidity to provide Deposit Services;

•

Since the establishment of TBEA Finance in 2018, all deposits placed by
the Group with TBEA Finance have been withdrawable on demand, and
there have been no instances of delayed payments or defaults;

•

The Group is not required to pay any handling fees for the Deposit Services
provided by TBEA Finance. The New Financial Services Framework
Agreement is a non-exclusive arrangement and the Group may at its sole
discretion determine the amount and timing of withdrawals of deposits, and
is under no obligation to place deposits with TBEA Finance; and

•

Leveraging the centralised capital management of TBEA Finance, the
Group can broaden its capital management channels, improve cash
management and optimise capital planning, as well as enhance capital
settlement efficiency and capital returns.

– 16 –

8.

FACTORING SERVICES FRAMEWORK AGREEMENT WITH THE
FACTORING COMPANY (DISCLOSEABLE TRANSACTIONS AND
CONTINUING CONNECTED TRANSACTIONS)
8.1 Background of the transaction
The Company entered into the New Factoring Services Framework Agreement
with the Factoring Company on 15 October 2026, under which the Factoring
Company will provide the Group with the non-recourse factoring services for
its accounts receivable. The New Factoring Services Framework Agreement is
subject to the Independent Shareholders’ approval and has a term of three years,
commencing from 1 January 2027 and expiring on 31 December 2029, and may
be extended subject to mutual consent and compliance with the Listing Rules.
The relevant subsidiaries or associates of both parties will enter into separate
agreements, which will set out specific terms and conditions (including pricing,
settlement terms and quality standards) on the basis of the normal commercial
terms provided in the New Factoring Services Framework Agreement.
8.2 Reasons for and benefits of the transaction
The Group’s accounts receivable relating to national renewable energy subsidies,
wind and PV power station construction and other businesses have a long
recovery cycle. The factoring of accounts receivable with the Factoring Company
will speed up the recovery of the Group’s accounts receivable, decrease the
amount of receivables, optimise the asset structure, accelerate the asset turnover
rate, reduce the cost of managing accounts receivable, improve operating cash
flows, increase the efficiency of capital utilization and enhance operational
capabilities, broaden the financing channels and reduce the financing costs. The
Group is not required to provide asset pledge or other guarantee in respect of
such factoring business.
The Factoring Company is a commercial factoring company established with
the approval of the Tianjin Municipal Financial Regulatory Bureau* (天津市地
方金融管理局), and possesses relevant licenses for the provision of factoring
services. It has conducted accounts receivable asset securitization business
through the Shanghai Stock Exchange, and has completed the issuance of
multiple asset-backed special plans, with an issuance scale exceeding RMB5.7
billion. The Factoring Company is a wholly-owned subsidiary of TBEA, which
has a deep understanding of the business operations of the Group and is capable
of providing more convenient, efficient and customized factoring services than
other financial institutions. Additionally, it is more convenient for the Factoring

– 17 –

Company to integrate the resources of the TBEA Group at all levels and lower
the factoring fees as compared with the Group carrying out its own commercial
factoring business.
The specific benefits of conducting the factoring business are as follows:
•

Non-recourse factoring can convert accounts receivable into monetary funds
in advance, accelerate capital turnover and support the Group’s project
construction and daily operations. As at 31 December 2025 and 30 June
2026, the Group’s accounts receivable balance amounted to approximately
RMB6,149.48 million and RMB6,978.75 million, respectively. The
proposed annual cap of RMB1 billion represents approximately 14.3% of
the Group’s accounts receivable balance as at 30 June 2026;

•

The factoring fee rate charged by the Factoring Company to the Group is no
less favourable than those offered by independent third parties. Since 2025,
the factoring fee rates under the specific factoring contracts entered into
between the Group and the Factoring Company have ranged from 2.8% to
3.2% per annum;

•

As the factoring is on a non-recourse basis, the relevant accounts receivable
will be derecognised upon transfer, which will help reduce the Group’s
accounts receivable balance and asset-liability ratio and optimise its asset
structure;

•

Conducting factoring business with the Factoring Company will help
enhance the Group’s bargaining power when conducting similar business
with other commercial factoring companies or financial institutions; and

•

In terms of financial impact, the Group will derecognise the relevant
accounts receivable upon the transfer of such accounts receivable. The
difference between the carrying amount of the accounts receivable and the
transfer consideration (i.e. the factoring fee) will be recognised as a loss on
derecognition of financial assets measured at amortised cost in the Group’s
consolidated income statement. The payment of factoring fees may result
in a slight decrease in the Group’s profit margin. However, the factoring
fees only represent a small portion of the Group’s earnings, while the Group
will be able to recover the relevant amounts before their original due dates,
thereby improving its financial position and enhancing the flexibility of
its cash flow management. Accordingly, the Company does not expect
the factoring services to have any material adverse impact on the Group’s
profitability, assets and liabilities. The proceeds from the factoring will be
used as the Group’s general working capital and for project construction.
– 18 –

OVERALL REASONS FOR AND BENEFITS OF ENTERING INTO THE
NEW TBEA FRAMEWORK AGREEMENTS AND THE NEW XINJIANG
TEBIAN FRAMEWORK AGREEMENTS
The transactions contemplated under the New TBEA Framework Agreements and the New
Xinjiang Tebian Framework Agreements are entered into in the ordinary and usual course of
business of the Group, and the terms thereof have been determined on normal commercial
terms after arm’s length negotiations. In reaching the above conclusion, the Directors have
taken into account the following factors:
•

The Group has established long-term cooperative relationships with TBEA Group and
Xinjiang Tebian Group. Both parties are familiar with each other’s operation plans,
quality control and technical requirements. TBEA Group and Xinjiang Tebian Group
have a thorough understanding of the Group’s business and operation requirements in
relation to polysilicon production and the construction of new energy power stations,
and are able to respond to the Group’s needs in a timely and cost-effective manner,
thereby enhancing the Group’s operation efficiency and reducing operation costs and
risks;

•

Maintaining a stable and high-quality supply of products and services is critical to
the Group’s production and operations as well as its project construction. Based
on past cooperative experience, TBEA Group and Xinjiang Tebian Group possess
strong performance capabilities. All specific contracts under the Existing Framework
Agreements have been performed in accordance with their terms, and there has been no
instance in which the Group has suffered loss as a result of a failure by the connected
parties to perform;

•

The prices of the products and services under the New Framework Agreements must be
determined by reference to market prices through tender, competitive negotiation and
other means. The New Framework Agreements are non-exclusive in nature. Should
independent third parties offer more favourable terms, the Group is free to procure
from such independent third parties, thereby ensuring that the relevant transactions
are conducted on terms no less favourable than those available from independent third
parties; and

•

The sale by the Group to TBEA Group of products such as inverters and electricity,
together with the provision of design, construction and operation and maintenance
services for zero-carbon factory and direct green power supply projects, will generate
additional business and revenue streams for the Group and assist the Group in
accumulating experience in zero-carbon factories and parks as well as direct green
power supply projects.

– 19 –

PRICING BASIS
1.

The New Product Procurement Framework Agreement (TBEA), New Product
Procurement Framework Agreement (Xinjiang Tebian), New Miscellaneous
Services Framework Agreement (TBEA) and New Miscellaneous Services
Framework Agreement (Xinjiang Tebian)
As no price stipulated by the government or guiding price is available, to ensure that
the terms and prices provided by TBEA Group and Xinjiang Tebian Group are fair and
reasonable and in line with market practices, the Group has and will continue to adopt
the following tender and competitive negotiation process and principles to determine
whether products shall be procured from TBEA Group or Xinjiang Tebian Group:
(i)

Business departments of the Group will on the basis of their business needs
submit procurement needs to the Group’s supply chain management department;

(ii) Once the Group’s supply chain management department receives the procurement
needs, it will on the basis of the procurement needs extend the tender invitation
to Qualified Suppliers to invite them to participate in bidding and competitive
negotiations. For further details on the Company’s assessment standards for
Qualified Suppliers, please refer to the section headed “Assessment of Qualified
Suppliers”;
(iii) Based on the Group’s internal bidding procedure requirements, it will invite no
less than five suppliers to participate in bidding (except for cases where there
are less than five companies in the industry that meet the requirements). When
there are no less than three assessable tenders, the Group will start the assessment
process;
(iv) The bid assessment committee, which consists of senior management from the
supply chain management department, the supervisory department (including the
finance, legal and audit departments), the equipment engineering department,
the technical department, and other senior management staff (including the
general manager, deputy general manager(s) and the chief accountant (excluding
Connected Persons)), and representatives from the department which made the
initial procurement needs, will consider factors such as product features and
quality requirements, in order to consider the tender which best fits business
needs and satisfies the tender requirements;
(v)

Based on the foregoing factors, the bid assessment committee (focused only
on bid assessment) will assess the tender and make the final decision to accept
the tender. For further details on the assessment procedures, please refer to the
section headed “Assessment Factors and Process” below; and
– 20 –

(vi) Once a tender is chosen, the Company’s supply chain management department
will contact the bidder and negotiate miscellaneous terms of the agreement.
However, the price and quality terms of the products will not be further
discussed, and the original bidding terms will be adopted in the final contract.
Once the terms are finalised, the Group will enter into a contract with the supplier
and arrange for delivery of the product.
In respect of the New Miscellaneous Services Framework Agreement (TBEA), if
fewer than three assessable tenders are received, the Group will select the lowestpriced tender through competitive negotiations, and simultaneously evaluate the
reasonableness of tenders by analyzing the cost structure of the services being procured
and compare it against tenders accepted by the Group in the past.
2.

New Product and Service Sales Framework Agreement (Continuing Connected
Transactions)
(i)

The prices of products such as inverters are determined with reference to the
quantity and quality of comparable orders, and the prices of the same or similar
products provided by the Company to independent third party customers. If no
comparable orders are available, the prices are determined with reference to the
prevailing market prices published on relevant industry websites; and

(ii) The prices for services related to the design, construction, operation and
maintenance, and power supply services for zero-carbon factories and parks, as
well as direct green power supply, are determined with reference to the prices
of the same or similar services provided by the Company to independent third
parties, and also with comprehensive reference to the technical difficulty of
the specific projects, the scale of the power stations, the construction plans and
electricity consumption.
3.

New Financial Services Framework Agreement (Major Transaction and
Continuing Connected Transaction)
The deposits placed by the Group with TBEA Finance shall not bear an interest rate
that is lower than (i) the deposit interest rates offered by other major commercial banks
in the PRC; and (ii) the deposit interest rates offered to any member companies of
TBEA (excluding the Group) with same credit ratings for comparable deposits for the
same term.

– 21 –

4.

New Factoring Services Framework Agreement (Discloseable Transaction and
Continuing Connected Transaction)
The transfer consideration payable by the Factoring Company to the Group for the
accounts receivable shall be equal to the book value of the accounts receivable less
the factoring fees to be paid by the Group to the Factoring Company. The Group shall,
after arm’s length negotiations with the Factoring Company and taking into account
the prevailing market conditions, enter into specific contracts with the Factoring
Company on agreed terms during the term of the New Factoring Services Framework
Agreement to determine the consideration for the transfer of the accounts receivable,
the specific calculation method and payment terms of the factoring fees and other
details. The transactions under the New Factoring Services Framework Agreement
shall follow the fair market principle and be conducted on terms not less favorable
than the relevant terms offered under similar categories, tenors, and conditions by (i)
an independent third party to the Group; and (ii) the Factoring Company to the TBEA
Group (excluding the Group).

HISTORICAL TRANSACTION AMOUNTS UNDER THE EXISTING
FRAMEWORK AGREEMENTS
The Group’s historical transaction amounts for transactions conducted pursuant to the
Existing TBEA Framework Agreements are as follows:
For the nine
months period
ended 30
Year ended 31 December
September
2024
2025
2026
(RMB100
(RMB100
(RMB100
million)
million)
million)

Amount of products purchased by the
Group from TBEA Group
Amount of miscellaneous services
purchased by the Group from TBEA
Group
Amount of products and services sold by
the Group to TBEA Group
Total transaction amount with TBEA
Group (tax exclusive)

9.34

7.58

4.12

0.94

5.37

3.56

0.94

0.82

0.15

11.22

13.77

7.83

Note: It is expected that the purchase volumes of the products and miscellaneous services by the Group will
increase significantly in the fourth quarter of 2026, which is the peak period for new energy power
stations construction and equipment procurement.
– 22 –

The Group’s historical transaction amounts for transactions conducted pursuant to the
Existing Xinjiang Tebian Framework Agreements are as follows:
For the nine
months period
ended 30
Year ended 31 December
September
2024
2025
2026
(RMB100
(RMB100
(RMB100
million)
million)
million)

Amount of products purchased by the
Group from Xinjiang Tebian Group
Amount of miscellaneous services
purchased by the Group from Xinjiang
Tebian Group
Total transaction amount with Xinjiang
Tebian Group (tax exclusive)

3.36

3.06

4.58

1.62

1.21

0.73

4.98

4.27

5.31

Note: It is expected that the purchase volumes of the products and miscellaneous services by the Group will
increase significantly in the fourth quarter of 2026, which is the peak period for new energy power
stations construction and equipment procurement.

The Group’s historical transaction amounts for transactions conducted pursuant to the
Existing Financial Services Framework Agreement are as follows:
For the nine
months period
ended 30
Year ended 31 December
September
2024
2025
2026
(RMB100
(RMB100
(RMB100
million)
million)
million)

Deposit Services (Daily maximum deposit
balance (including accrued interest))

29.82

– 23 –

29.80

29.80

The Group’s historical transaction amounts for transactions conducted pursuant to the
Existing Factoring Services Framework Agreement are as follows:

Amount of accounts receivables transferred by the
Group to the Factoring Company

Year ended
31 December
2025
(RMB100
million)

For the nine
months period
ended 30
September
2026
(RMB100
million)

7.89

0.33

ANNUAL CAPS UNDER THE NEW FRAMEWORK AGREEMENTS
1.

New TBEA Framework Agreements
The proposed annual caps with respect to the New TBEA Framework Agreements for
the three years ending 31 December 2029 are as follows:
Year ending 31 December
2027
2028
(RMB100
(RMB100
million)
million)

Amount of products purchased by the
Group from TBEA Group
Amount of miscellaneous services
purchased by the Group from
TBEA Group
Amount of products and services sold
by the Group to TBEA Group
Total annual caps for transactions
with TBEA Group (tax exclusive)

2029
(RMB100
million)

10.00

12.00

14.00

7.00

8.50

10.00

4.00

4.00

4.00

21.00

24.50

28.00

New Product Procurement Framework Agreement (TBEA) (Continuing Connected
Transactions)
TBEA’s products in the power transmission and transformation industry are in a
leading position in the industry, and its products are of high quality. In recent years,
the Group has used TBEA’s products such as transformers, wires, cables and switch
enclosures in the construction and production of the polysilicon projects and PV and
wind power station construction, which has well ensured the production of polysilicon
and the construction quality and long-term stable operations of PV and wind power
stations.
– 24 –

With years of experience in the new energy industry, the Group will seize the
opportunities of rapid development of new energy and accelerate the development
of wind and solar resources. It is projected that the newly installed capacity for wind
and PV projects will be approximately 3GW in 2027, with a year-on-year growth rate
of approximately 20% from 2028 to 2029. It is expected that the amount of products
purchased by the Group from TBEA Group will be RMB1.0 billion, RMB1.2 billion
and RMB1.4 billion for each year from 2027 to 2029, respectively.
In determining the proposed annual caps, the Group has considered the Group
and TBEA Group’s historical transaction amounts of product procurement, the
planned scale of PV and wind power station construction, and the daily operation
and technological upgrading needs of polysilicon production. Nonetheless, if an
independent third party provides similar products with more favourable terms,
conditions or prices, the Group’s supply chain management department will base on
the Group’s internal guidelines and bid assessment standards to select the bid and
source the products from such independent third party. Thus, the actual amount of
products procured may be lower than the proposed annual caps.
New Miscellaneous Services Framework Agreement (TBEA) (Continuing Connected
Transactions)
TBEA has constructed many power transmission and transformation full-package
projects at home and overseas and has rich engineering construction experience. In the
past production and operation, the miscellaneous services provided by TBEA to the
Group were mainly the construction of substations and step-up stations in polysilicon
projects and PV and wind power projects. The construction of these projects is the
key for the connection of substations of polysilicon projects and PV and wind power
stations to the main power grid. TBEA has a relatively strong edge in aspects such
as price, construction quality, and delivery period. It is expected that the amount of
miscellaneous services purchased by the Group from TBEA Group will be RMB700
million, RMB850 million and RMB1,000 million (exclusive of tax) for each year from
2027 to 2029, respectively.
When determining the proposed annual caps, the Group has taken into account the
historical amounts incurred for miscellaneous services between the Group and TBEA
Group, the planned scale of PV and wind power station construction, and the daily
operation and technological upgrading needs of polysilicon production. Nonetheless,
if any independent third party provides similar services with more favourable terms,
conditions or prices than those provided by TBEA Group, then the Group’s supply
chain management department will base on the Group’s internal guidelines and bid
assessment standards to select the bid and source the miscellaneous services from
the independent third party. Thus, the actual amount of miscellaneous services
procurement may be lower than the proposed annual caps.
– 25 –

New Product and Service Sales Framework Agreement (Continuing Connected
Transactions)
To promote its own green and low-carbon development, TBEA plans to promote
zero-carbon factories and industrial park projects, and try electricity consumption
models such as direct green power supply for multiple users. The Group intends to
leverage its experience in the design, construction, operation and maintenance of
new energy power stations and zero-carbon factories and industrial parks, as well as
its production advantages in products such as inverters and power supply, to provide
TBEA with services and product sales for projects such as zero-carbon factories and
direct green power supply. It is expected that sales in respect of the products and
services to be provided by the Group to TBEA Group will be approximately RMB400
million (exclusive of tax) for each year from 2027 to 2029.
In determining the proposed annual caps, the Group has considered factors such as
the historical transaction amounts of product sales by the Group to TBEA, the market
prices of related products and services, and the future business development needs
of TBEA. For electricity sales, the Group has also taken into account the current
market conditions, the electricity reference prices published by local power grids
and electricity trading platforms, the electricity generation plan of the Group for the
three years ending 31 December 2029, and a reasonable expectation for the scale of
electricity market-oriented transactions.
2.

New Xinjiang Tebian Framework Agreements
The proposed annual caps with respect to the New Xinjiang Tebian Framework
Agreements for the three years ending 31 December 2029 are as follows:
Year ending 31 December
2027
2028
(RMB100
(RMB100
million)
million)

2029
(RMB100
million)

Amount of products purchased by the
Group from Xinjiang Tebian Group
Amount of miscellaneous services
purchased by the Group from
Xinjiang Tebian Group

8.00

10.00

12.00

3.00

4.00

5.00

Total annual caps for transactions
with Xinjiang Tebian Group (tax
exclusive)

11.00

14.00

17.00

– 26 –

New Product Procurement Framework Agreement (Xinjiang Tebian) (Continuing
Connected Transactions)
Xinjiang Tebian Group’s production capacity of towers and PV supports has increased
rapidly, and it has successively won the bidding projects bids of the Group in recent
years and provided good product supply. It is expected that the amount of products
purchased by the Group from Xinjiang Tebian Group will be RMB800 million,
RMB1,000 million and RMB1,200 million (exclusive of tax) for each year from 2027
to 2029, respectively.
In determining the proposed annual caps, the Group has taken into account historical
transaction amounts between the Group and Xinjiang Tebian Group as well as
the planned scale of wind and PV power station construction. Nonetheless, if an
independent third party provides similar products with more favourable terms,
conditions or prices than those provided by Xinjiang Tebian Group, then the Group’s
supply chain management department will base on the Group’s internal guidelines
and bid assessment standards to select the bid and source the products from the
independent third party. Thus, the actual amount of product procurement may be lower
than the proposed annual caps.
New Miscellaneous Services Framework Agreement (Xinjiang Tebian) (Continuing
Connected Transactions)
Xinjiang Tebian Group possesses rich experience in installations of civil works
infrastructure construction and renovation, and consistently provides quality ancillary
services in civil works infrastructure construction, renovation and installation. In recent
years, due to the advantages of Xinjiang Tebian Group in service quality and price, the
Group has purchased various miscellaneous services such as civil works infrastructure
construction, renovation and installation services from Xinjiang Tebian Group for the
construction of polysilicon projects and PV and wind power stations. It is expected that
the amount of miscellaneous services purchased by the Group from Xinjiang Tebian
Group will be RMB300 million, RMB400 million and RMB500 million (exclusive of
tax) for each year from 2027 to 2029, respectively.
In determining the proposed annual caps, the Group has taken into account the
historical transaction amounts between the Group and Xinjiang Tebian Group, the
planned scale of PV and wind power station construction, and the daily operation
and technological upgrading needs of polysilicon production. Nonetheless, if an
independent third party provides similar services with more favourable terms,
conditions or prices than those provided by Xinjiang Tebian Group, the Group’s supply
chain management department will base on the Group’s internal guidelines and bid
assessment standards to select the bid and source the miscellaneous services from the
independent third party. Thus, the actual amount and value of miscellaneous services
procured may be lower than the proposed annual caps.
– 27 –

3.

New Financial Services Framework Agreement (Major Transaction and
Continuing Connected Transaction)
The proposed annual caps with respect to the New Financial Services Framework
Agreement for the three years ending 31 December 2029 are as follows:
Year ending 31 December
2027
2028
(RMB100
(RMB100
million)
million)

Deposit Services (daily maximum
deposit balance (including accrued
interest))

30.00

30.00

2029
(RMB100
million)

30.00

To improve the efficiency of capital utilization, the Group carries out deposit financial
services with TBEA Finance. In accordance with the relevant regulations of the PBOC
and the NFRA, TBEA Finance’s clients are limited to members of TBEA. Compared
with commercial banks and other financial institutions, TBEA Finance has a deeper
understanding of the Group’s operations, thus being able to provide the Group with
more convenient and efficient services as well as more competitive interest rates than
major commercial banks in China. The annual caps in respect of the Group’s Deposit
Services with TBFA Finance for 2027 to 2029 are all estimated to be RMB3 billion.
In determining the proposed annual caps for the Deposit Services to be carried out
under the New Financial Services Framework Agreement, the Group has taken into
account the following factors: (i) the historical and future levels of monetary funds
of TBEA Finance’s Deposit Services; (ii) the demand for funds and various financial
services arising from future business development; and (iii) the Group’s future
financing plans and related deposit interests, etc.
For the years ended 31 December 2024 and 2025, the daily maximum deposit balance
(including accrued interests) of deposits placed by the Group with TBEA Finance was
approximately RMB2.982 billion and RMB2.980 billion, respectively, representing
approximately 99.4% and 99.3% of the respective annual caps. As at 31 December
2024, 31 December 2025 and 30 June 2026, the balance of deposits placed by the
Group with TBEA Finance was approximately RMB469.28 million, RMB2,083.25
million and RMB2,990.71 million, respectively, while the Group’s monetary funds
balance stood at approximately RMB11,663.08 million, RMB9,246.57 million and
RMB13,125.86 million, respectively. The proposed annual caps of RMB3 billion
represent approximately 22.9% of the Group’s monetary funds balance as at 30 June
2026.

– 28 –

Financial Impact and Risk Assessment of the Deposit Services
Deposits placed by the Group with TBEA Finance will be presented as the monetary
funds in the Group’s consolidated financial statements, and interests earned will be
recognised as interest income. The Directors expect that the Deposit Services will not
have any material adverse impact on the assets, liabilities and profits of the Group.
The Company has considered the default risk, regulatory risk and corporate governance
risk involved in the Deposit Services. With regard to the default risk, TBEA Finance
is a non-bank financial institution established with the approval of the NFRA. Its
operations are required to comply with regulatory indicators such as capital adequacy
ratio and liquidity. With regard to the regulatory risk, TBEA Finance shall submit
regulatory returns to the NFRA on a regular basis and notify the Company in writing
within two business days following the occurrence of any event that may jeopardise
the security of the Group’s deposits. With regard to the corporate governance risk, the
Company has established a leading team for the disposal of deposit and loan risks,
which regularly reviews TBEA Finance’s internal controls, financial statements and
risk indicators, and submits risk assessment reports to the Board.
4.

New Factoring Services Framework Agreement (Discloseable Transaction and
Continuing Connected Transaction)
The proposed annual caps with respect to the New Factoring Services Framework
Agreement for the three years ending 31 December 2029 are as follows:
Year ending 31 December
2027
2028
(RMB100
(RMB100
million)
million)

Amount of accounts receivable
transferred by the Group to the
Factoring Company

10.00

10.00

2029
(RMB100
million)

10.00

To accelerate the recovery of the Group’s accounts receivable, improve the efficiency
of capital utilization, broaden financing channels and reduce financing costs, the
Group carries out non-recourse accounts receivable factoring business with the
Factoring Company. As of 30 June 2026, the Group had approximately 4GW of wind
and PV operational power station projects that have achieved grid-connected power
generation. Some of these projects are eligible for national renewable energy subsidies.

– 29 –

Taking into account the projected electricity sales of the projects and the historical
recovery of subsidy receivables, the Group estimates that the annual amount of
newly-added national renewable energy subsidy receivables in the next 3 years will be
approximately RMB600 million. Meanwhile, the Group closely follows national policy
directions, seizes development opportunities in the new energy industry, intensifies
efforts to acquire wind and PV resources, and vigorously develops its manufacturing
business for electrical equipment such as inverters, SVGs, energy storage and flexible
direct current transmission converter valves. It is anticipated that the installed capacity
of PV and wind power construction projects to be completed and recognised as
revenue in 2027 will be approximately 3GW, while the shipment volume of electrical
equipment such as inverters will exceed 20GW. Revenue generated from power
station construction and electrical equipment in 2028 and 2029 is expected to grow
by 20% over the previous year. Estimated based on the historical ratio of accounts
receivable to revenue for each business segment, the Group expects that the annual
incremental accounts receivable arising from new energy power station construction
and electrical equipment sales for 2027 to 2029 will be approximately RMB0.9 billion,
RMB1.05 billion and RMB1.2 billion, respectively. The amount of accounts receivable
transferred to the Factoring Company for each of the three years ending 31 December
2029 will not exceed RMB1 billion.
In determining the proposed annual cap for the factoring services to be carried
out under the New Factoring Services Framework Agreement, the Company has
considered factors including the historical transaction amounts of the accounts
receivable factoring business between the Group and the Factoring Company, the
current balance and composition of accounts receivable, future additions to accounts
receivable, the Group’s cash position and funding requirements. However, if the
Group has sufficient funds for its operations such that the accounts receivable factoring
business is not required, or if an independent third party offers similar services on
more favorable terms or at lower rates than those offered by the Factoring Company,
the Group may carry out the factoring services with such independent third party.
Accordingly, the actual amount of factoring services may be lower than the proposed
annual cap.

BOARD CONFIRMATION
As at the date of this announcement, each of Mr. Zhang Xin, Mr. Hu Youcheng and Mr.
Yang Xiaodong, being Directors, holds positions at and/or interests in TBEA, TBEA
Finance and/or the Factoring Company, and they are deemed to have material interest and
have abstained from voting at the Board meeting with respect to the review and approval
of the transactions concerning the 2026 Supplemental Agreement, New TBEA Framework
Agreements, New Financial Services Framework Agreement and New Factoring Services
Framework Agreement.

– 30 –

Mr. Zhang Xin, holds a position at and/or has interests in Xinjiang Tebian, is deemed to
have material interest and has abstained from voting at the Board meeting with respect to the
review and approval of the transactions concerning the New Xinjiang Tebian Framework
Agreements.
The Directors (excluding Directors required to abstain and the independent non-executive
Directors, who will express their opinion after taking into account the recommendations of
the Independent Financial Adviser) are of the view that the 2026 Supplemental Agreement is
in the ordinary and usual course of business of the Group and on normal commercial terms,
and its terms and the Revised 2026 Annual Cap are fair and reasonable and in the interest of
the Company and the Shareholders as a whole; the transactions contemplated under the New
Framework Agreements are in the ordinary and usual course of business of the Group and
on normal commercial terms, and are fair and reasonable and in the interest of the Company
and the Shareholders as a whole; the proposed annual caps under the New Framework
Agreements are fair and reasonable and in the interest of the Company and the Shareholders
as a whole.
Save for the disclosed above, none of the Directors have any material interests in the
transactions contemplated under the 2026 Supplemental Agreement and the New Framework
Agreements.

LISTING RULES IMPLICATIONS
As at the date of this announcement, to the best of the Company’s knowledge, TBEA is
directly and indirectly interested in approximately 66.60% of the total issued share capital of
the Company, and is thus the Controlling Shareholder of the Company. Accordingly, TBEA
is a Connected Person of the Company, and the transactions conducted between the Group
and TBEA Group constitute Connected Transactions of the Company.
As at the date of this announcement, Xinjiang Tebian is a 30%-controlled company held
by Mr. Zhang Xin, a Director. Therefore, Xinjiang Tebian is a Connected Person of the
Company. Accordingly, the transactions between the Group and Xinjiang Tebian Group
constitute Connected Transactions of the Company.
As at the date of this announcement, TBEA directly and indirectly holds 99.18% of the
equity interests in TBEA Finance. Therefore, TBEA Finance, being a subsidiary of TBEA,
is a Connected Person of the Company, and the transactions conducted between the Group
and TBEA Finance constitute Connected Transactions of the Company.
As at the date of this announcement, TBEA directly holds 100.00% of the equity interests in
the Factoring Company. Therefore, the Factoring Company, being a subsidiary of TBEA, is
a Connected Person of the Company, and the transactions conducted between the Group and
the Factoring Company constitute Connected Transactions of the Company.
– 31 –

Continuing Connected Transactions
Pursuant to Rule 14A.54 of the Listing Rules, the Company shall re-comply with the
relevant requirements under Chapter 14A of the Listing Rules when it revises the 2026
annual cap under the Existing Miscellaneous Services Framework Agreement (TBEA). As
the Existing TBEA Framework Agreements and the existing coal procurement framework
agreement are entered into between the same parties, according to Rule 14A.81 of the
Listing Rules, the transactions contemplated thereunder are required to be aggregated
and treated as if they were one transaction. As the highest applicable percentage ratio in
respect of the Revised 2026 Annual Cap (after aggregated with other annual caps under
other Continuing Connected Transactions between the Group and TBEA Group for the
year ending 31 December 2026) exceed 5%, the 2026 Supplemental Agreement and the
Revised 2026 Annual Cap are subject to the reporting, annual review, announcement and
Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
As (i) TBEA is the Controlling Shareholder of the Company (directly and indirectly
interested in approximately 66.60% of the total issued share capital of the Company),
TBEA Group is a Connected Person of the Company and (ii) the New TBEA Framework
Agreements are entered into between the same parties, the transactions contemplated
thereunder are required to be aggregated and treated as if one transaction pursuant to Rule
14A.81 of the Listing Rules. Accordingly, the annual caps under the New TBEA Framework
Agreements are aggregated and used when calculating the relevant percentage ratios. As
the highest applicable percentage ratio of the proposed annual caps for the transactions
contemplated under the New TBEA Framework Agreements (as aggregated) calculated
according to Rule 14.07 of the Listing Rules exceeds 5%, the proposed annual caps are
subject to the reporting, annual review, announcement and the Independent Shareholders’
approval requirements under Chapter 14A of the Listing Rules.
As (i) Xinjiang Tebian is a 30%-controlled company held by Mr. Zhang Xin, a Director,
Xinjiang Tebian is a Connected Person of the Company and (ii) the New Xinjiang Tebian
Framework Agreements are entered into between the same parties, the transactions
contemplated thereunder are required to be aggregated and treated as if one transaction
pursuant to Rule 14A.81 of the Listing Rules. Accordingly, the annual caps under the
New Xinjiang Tebian Framework Agreements are aggregated and used when calculating
the relevant percentage ratios. As the highest applicable percentage ratio of the proposed
annual caps for the transactions contemplated under the New Xinjiang Tebian Framework
Agreements (as aggregated) calculated according to Rule 14.07 of the Listing Rules exceeds
5%, the proposed annual caps are subject to the reporting, annual review, announcement
and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing
Rules.

– 32 –

MAJOR TRANSACTION AND CONTINUING CONNECTED
TRANSACTION — DEPOSIT SERVICES UNDER THE NEW FINANCIAL
SERVICES FRAMEWORK AGREEMENT
The placement of deposits by the Group with TBEA Finance constitutes financial assistance
under the Listing Rules. As the highest applicable percentage ratio in respect of the
proposed annual caps of the Deposit Services under the New Financial Services Framework
Agreement exceeds 25% but is less than 100%, the Deposit Services under the New
Financial Services Framework Agreement constitute a major transaction and a non-exempt
Continuing Connected Transaction of the Company, and are subject to the reporting,
announcement, circular and the Shareholders’ approval requirements under Chapter 14
of the Listing Rules and the reporting, annual review, announcement and the Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

DISCLOSEABLE TRANSACTION AND CONTINUING CONNECTED
TRANSACTION — NEW FACTORING SERVICES FRAMEWORK
AGREEMENT
As the highest applicable percentage ratio in respect of the proposed annual cap for the
transactions contemplated under the New Factoring Services Framework Agreement is more
than 5% but less than 25%, such transactions constitute discloseable transactions of the
Company under Chapter 14 of the Listing Rules. Accordingly, such transactions are subject
to the reporting and announcement requirements under Chapter 14 of the Listing Rules
and the reporting, announcement, annual review and Independent Shareholders’ approval
requirements under Chapter 14A of the Listing Rules.

ASSESSMENT OF QUALIFIED SUPPLIERS
The Qualified Suppliers assessment committee of the Group’s supply chain management
department will conduct regular assessments of the suppliers on the Qualified Suppliers
list. The Group’s supply chain management department is responsible for seeking
Qualified Suppliers according to the Group’s needs, and collect market data (including
price trends of raw materials of the relevant products) from the Qualified Suppliers for
conducting industrial studies. New suppliers may approach the Group with a Qualified
Supplier Application, which would put their company on the qualified list for tender and
bidding considerations. Upon receiving a Qualified Supplier Application, the supply chain
management department will send a requirement list and collect background information
of the applicant. Suppliers shall submit their applications through the information platform
according to supplier management regulations, including product specifications and price
range for new applicants.

– 33 –

The relevant supplier assessment committee of the Group (including departments related
to tender and procurement, finance, quality, equipment engineering management, and audit
and inspection), the supply chain management department and the technical department
will consider applications on the basis of technical level and standards assessments, and
will arrange on-site inspections, to conduct further due diligence, and suppliers who satisfy
such conditions will be added to the Group’s Qualified Suppliers list. From the Qualified
Suppliers list, the Group will invite not less than five Qualified Suppliers (except for
cases where there are less than 5 companies in the industry that meet the requirements) to
participate in each bidding. The Group will consider the following factors in selecting the
five Qualified Suppliers to participate in bidding, including their ability to satisfy specific
requirements of procurement orders, geographical location, transportation costs and time,
in order to determine whether procurement volumes can be satisfied on time, so as to avoid
risks with delays.
At the end of each year, the Group will conduct an assessment of existing Qualified
Suppliers and new suppliers on the Qualified Suppliers list who won the bids in the tender
process. The Qualified Suppliers assessment committee will ensure that all Qualified
Suppliers and suppliers on the Qualified Suppliers list possess the necessary bidding
qualifications.

ASSESSMENT FACTORS AND PROCESS
In order to assess the best tender that can satisfy the business needs of the Group, the bid
assessment committee of the Group will assess the tenders according to internal guidelines
and bid assessment weights. The Group will consider the tender prices to maintain actual
cost control. If bid prices of similar ranges are made by different suppliers, the Group will
also consider other factors such as product quality, supplier background, warranty terms
and period, product rate of return, timely delivery and payment terms. Please refer to the
following for the Group’s internal guidelines and bid assessment weights.
Factor

Weight

Assessment standards and procedures

Price

30–40%

The lowest bid price among suppliers is set as the
benchmark price, and for every percentage point the bid
price is higher than the benchmark price, 2 points will be
deducted.

Technical level,
50–60%
safety and quality

•

Whether product specifications and service
standards satisfy technical requirements;

•

Whether products and miscellaneous services
satisfy the Group’s commitment to delivery time;

– 34 –

Factor

Weight

Business
operations

10%

Assessment standards and procedures
•

Whether the bidder has obtained the necessary
quality accreditation;

•

Whether the bidder’s tender contains preferential
commitments such as equipment, payment, and
construction period; and

•

Whether the supplier can timely discover and
resolve the Group’s questions and difficulties, and
provide excellent after-sale services.

•

Whether the bidder’s registered capital and return
on net assets meet the requirements and whether it
has sound performance capability;

•

Whether the tender satisfies delivery requirements;

•

Whether the bidder has sales performance of
similar products and services in the last three years;

•

Results;

•

Historical records of delayed delivery; and

•

Payment terms provided by the bidder.

INTERNAL CONTROL MEASURES
To ensure the Group’s consistency with the above pricing basis, the Group has adopted
a series of internal control measures for its daily operations. Such measures will be
implemented and supervised by various units of the Company:
1.

New TBEA Framework Agreements and New Xinjiang Tebian Framework
Agreements (Continuing Connected Transactions)
(i)

Business departments of the Group are required to conduct updates of separate
agreements for the Continuing Connected Transactions, and all separate
Connected Transaction agreements shall obtain approval from the headquarters of
the Company before being entered into. Also, members of the senior management
of the Company will collectively monitor the actual transaction amount of the
Group’s Continuing Connected Transactions;
– 35 –

(ii) The secretary of the Board will collect information on Continuing Connected
Transactions at the beginning of each month, impose control on the actual
transaction amount of Continuing Connected Transactions, and focus on
controlling the separate amount of each type of Continuing Connected
Transactions;
(iii) The Group has continuously strengthened training in relation to the review and
decision-making processes and information disclosure requirements of Connected
Transactions, promoting awareness among the relevant business departments in
the corresponding compliance requirements;
(iv) The Audit Committee is responsible for the data collection and monitoring
of Connected Transactions, and for conducting evaluation on the fairness
of the transaction terms and pricing terms. It is responsible for reviewing
the determination of the annual caps and execution status of the Connected
Transactions. It will also report to the Board on the Group’s Connected
Transactions on quarterly basis. When the actual transaction amount of
Continuing Connected Transactions reaches 80% of the relevant annual cap,
or other circumstances arise that cause the senior management to believe that
there is a need to revise the annual caps, the Company will conduct the relevant
assessment and comply with the relevant requirements under the Listing Rules to
issue an announcement, and/or seek Independent Shareholders’ approval after the
Board’s review and approval; and
(v)

2.

The independent non-executive Directors have reviewed and will continue to
review the non-exempt Continuing Connected Transactions to ensure such
agreements are entered into on normal commercial terms, are fair and reasonable,
and are carried out pursuant to the terms of such agreements. The auditors of
the Company will also conduct an annual review on the transaction amount and
annual caps of such non-exempt Continuing Connected Transactions.

New Financial Services Framework Agreement (Major Transaction and
Continuing Connected Transaction)
(1)

To ensure the safety of deposit funds and the implementation of pricing principles
in respect of the Continuing Connected Transactions under the New Financial
Services Framework Agreement, the Group has adopted the following internal
control procedures:
(i)

The finance department of the Group will closely monitor the daily
aggregate deposit balance placed by the Group with TBEA Finance to
ensure that it does not exceed the relevant annual cap;

– 36 –

(ii) Before entering into any specific Deposit Services agreement under the New
Financial Services Framework Agreement, the Group’s internal approval
shall be obtained. Multiple internal departments of the Group (including
but not limited to the finance, legal and audit departments) are jointly
responsible for assessing the terms of the specific agreement, in particular
the fairness of the pricing policy and the utilization of the cap;
(iii) Before placing deposits with TBEA Finance, the Group will inquire
about the deposit interest rates offered by at least two Major Cooperative
Commercial Banks for deposits of the same term and type, and will require
TBEA Finance to provide information on the deposit interest rates offered
by TBEA Finance to other member companies (excluding the Group) in
the TBEA Group with same credit ratings for deposits of the same term and
type (if applicable); and
(iv) If the interest rate for Deposit Services offered by TBEA Finance to the
Group is lower than the deposit interest rates offered by other Major
Cooperative Commercial Banks for deposits of the same term and type,
or lower than the deposit interest rates offered by TBEA Finance to other
member companies (excluding the Group) in the TBEA Group with same
credit ratings for deposits of the same term and type (if applicable), the
Group shall be entitled to engage other third parties to provide Deposit
Services.
(2)

TBEA Finance has adopted the following internal control procedures:
(i)

TBEA Finance shall strictly comply with and implement the risk
management regulations for finance companies promulgated by the NFRA,
and its gearing ratio, current ratio and other ratios shall comply with the
requirements of the NFRA and other PRC laws and regulations as amended
from time to time;

(ii) TBEA Finance will closely monitor the Group’s total daily deposit balance
and will set up early warnings in the settlement system through information
technology to ensure that the daily deposit balance remains below the
annual cap;
(iii) TBEA Finance will ensure the secure operation of its fund management
information system. The system has passed security testing with the
online interfaces of other commercial banks and adopts digital certificate
authentication to ensure the safety and normal use of the Group’s funds;

– 37 –

(iv) TBEA Finance shall monitor its credit risk at all times and implement risk
control measures. If any specific event occurs that may affect the safety of
the Group’s deposits with TBEA Finance, or any other circumstances arise
that require such deposits to be closely monitored, TBEA Finance shall,
within two business days after such event or circumstance occurs, issue a
written notice to the Group and take measures to avoid or control any loss;
and
(v)

3.

TBEA Finance is obliged to cooperate with the Group in providing
relevant information (including but not limited to its internal controls,
financial statements, risk indicators, business qualifications, business and
risk conditions), so that the Group can monitor and review its operating
conditions and thereby determine whether there are any risks that may affect
the safety of deposits.

New Factoring Services Framework Agreement (Discloseable Transactions and
Continuing Connected Transactions)
(i)

The finance department of the Group shall collect and review prices for the
same period and other relevant terms offered by at least two independent third
parties (if any) before entering into a specific factoring agreement separately and
ensure that the terms offered by the Factoring Company are fair and reasonable
and comparable to those offered by at least two independent third parties. The
Company will accept the services of an independent third party if the terms
offered by the independent third party are more favourable to the Company;

(ii) The finance department of the Group shall regularly review and verify the
transaction process of the relevant continuing connected transactions. In
particular, they shall verify and assess whether the proposed transactions to be
entered into are expected to exceed the annual caps, and, where necessary, bring
the matter to the attention of the Board together with the proposed revised annual
caps and other relevant information, to enable the Board to consider and comply
with the applicable Listing Rules (if applicable) in relation to the revised annual
caps;
(iii) After entering into specific factoring agreements separately pursuant to the New
Factoring Services Framework Agreement, the Group will review annually the
pricing of the transactions and the factoring service rates charged under such
specific factoring agreements separately entered into to ensure that such pricing
and charges are conducted in accordance with the principles under the New
Factoring Services Framework Agreement; and

– 38 –

(iv) The independent non-executive Directors shall review the transactions under
the New Factoring Services Framework Agreement (including the fees charged
for the transactions) to ensure such agreements are entered into on normal
commercial terms, are fair and reasonable, and are carried out pursuant to the
terms of such agreements. The auditors of the Company will also conduct an
annual review on the transaction amount and annual cap of new factoring services
connected transactions.

INFORMATION OF THE PARTIES
The Company is an industry leading manufacturer of polysilicon as well as developer
and operator of wind power and PV resources. Its main businesses include the production
of polysilicon and the provision of engineering and construction contracting and
operating services for PV and wind power projects. The Company is also engaged in the
manufacturing of supporting equipment (mainly inverters, energy storage, flexible direct
current and static VAR generators).
TBEA is a joint stock company incorporated in the PRC with limited liability on 26
February 1993, and listed on the Shanghai Stock Exchange (stock code: 600089). As at the
date of this announcement, TBEA directly and indirectly holds approximately 66.60% of the
Company’s total issued share capital, and is the Controlling Shareholder of the Company.
As at the date of this announcement, its registered capital is RMB5,020,248,734. TBEA and
its close associates (excluding the Group) are mainly engaged in: (i) production and sales
of transformers, inductors, wires, cables and other electrical and machinery equipment;
(ii) construction and contracting of domestic and international power transmission and
transformation projects, hydro and geothermal power projects; and (iii) generation and sales
of electricity and heat, etc.
Xinjiang Tebian is a company with limited liability incorporated in the PRC on 27 January
2003. As at the date of this announcement, its registered capital is RMB75,000,000. The
main business of Xinjiang Tebian is the production and sales of transformer assembly
components, production and sales of wind and solar power equipment components and
parts, providing engineering services, real estate development and sales, mineral resources
development and sales, and industrial investment. As of the date of this announcement, to
the knowledge of the Company, Mr. Zhang Xin directly holds 40.08% equity interest in
Xinjiang Tebian and indirectly holds 24.04% equity interest in Xinjiang Tebian through
Tianjin Hongyuan Innovation Enterprise Management Co., Ltd.* (天津宏遠創新企業
管理有限公司), which is wholly owned by Mr. Zhang Xin. Xinjiang Xingze Enterprise
Management Limited Partnership* (新疆興則企業管理有限合夥企業) holds 32.95%
equity interest in Xinjiang Tebian. Its general partner is 70% held by Mr. Zhang Xin and
20% and 10% held respectively by two other employees of Xinjiang Tebian, so Xinjiang

– 39 –

Xingze Enterprise Management Limited Partnership* (新疆興則企業管理有限合夥企業)
is ultimately controlled by Mr. Zhang Xin. As at the date of this announcement, no limited
partners of Xinjiang Xingze Enterprise Management Limited Partnership* (新疆興則企業
管理有限合夥企業) holds 30% or more of the equity in partnership. To the best knowledge,
information and belief of the Directors having made all reasonable enquiries, save as the
equity interests held by Mr. Zhang Xin in Xinjiang Tebian above, the ultimate beneficial
owners of Xinjiang Tebian are not Connected Persons of the Company nor connected with
the Connected Persons of the Company.
TBEA Finance is a company with limited liability incorporated in the PRC on 29 November
2018 and is a subsidiary of TBEA, with a registered capital of RMB2,000,000,000 as at
the date of this announcement. As a non-bank financial institution approved by the NFRA,
TBEA Finance has qualifications to provide financial services to members of corporate
groups.
The Factoring Company is a company incorporated in the PRC with limited liability
on 26 January 2022 and is a wholly-owned subsidiary of TBEA. As at the date of this
announcement, its registered capital is RMB400 million. The principal business of the
Factoring Company is the operation of commercial factoring business.

GENERAL
The Company will seek approval from the Independent Shareholders at the EGM in respect
of the 2026 Supplemental Agreement and the Revised 2026 Annual Cap as well as the
transactions contemplated under the New Framework Agreements and the proposed annual
caps. Such resolution will be put forward by way of an ordinary resolution and decided by
way of poll at the EGM. TBEA Group shall abstain from voting on the resolution at the
EGM relating to the approval of the transactions contemplated under the 2026 Supplemental
Agreement, the New TBEA Framework Agreements, the New Financial Services
Framework Agreement and the New Factoring Services Framework Agreement as well as
the proposed annual caps. Xinjiang Tebian Group shall abstain from voting on the resolution
at the EGM relating to the approval of the transactions contemplated under the New
Xinjiang Tebian Framework Agreements as well as the proposed annual caps. The above
matters (including the 2026 Supplemental Agreement and the Revised 2026 Annual Cap, the
New TBEA Framework Agreements, the New Xinjiang Tebian Framework Agreements, the
New Financial Services Framework Agreement and the New Factoring Services Framework
Agreement as well as their respective proposed annual caps) will also be proposed for
consideration at the EGM in the form of separate ordinary resolutions and will be set out in
the same circular to be despatched to the Shareholders. To the best knowledge, information
and belief of the Directors having made all reasonable enquiries, save as mentioned above,
no other Shareholders are required to abstain from voting on the relevant resolutions at the
EGM.

– 40 –

The Independent Board Committee comprising all independent non-executive Directors has
been established to advise the Independent Shareholders in respect of the 2026 Supplemental
Agreement and the Revised 2026 Annual Cap as well as the terms of the New Framework
Agreements, the transactions contemplated and the proposed annual caps thereunder.
Kingsway Capital Limited has been appointed as the Independent Financial Adviser to
advise the Independent Board Committee and the Independent Shareholders in this regard.
The EGM will be held to seek Independent Shareholders’ approval for, among
other things, the Revised 2026 Annual Cap under the 2026 Supplemental Agreement
as well as the transactions contemplated under the New Framework Agreements
and the proposed annual caps. A circular containing, among other things, (i)
further information on the Revised 2026 Annual Cap under the 2026 Supplemental
Agreement, and the proposed annual caps under the New Framework Agreements;
(ii) the recommendation from the Independent Board Committee to the Independent
Shareholders; (iii) the letter of advice from the Independent Financial Adviser to the
Independent Board Committee and the Independent Shareholders; (iv) the financial
information, the statement of indebtedness and the statement of sufficiency of working
capital of the Group; (v) the notice of the EGM; and (vi) other information as required
by the Listing Rules, was originally required under the Listing Rules to be despatched
to the Shareholders within 15 business days after the date of this announcement.
However, as additional time is required to prepare and finalise the information to be
included in the circular (including the statement of indebtedness and the statement
of sufficiency of working capital of the Group), the Company expects to publish the
circular on the website of the Stock Exchange of Hong Kong (www.hkexnews.hk) and
the website of the Company (www.xinteenergy.com) on or before 20 November 2026
and despatched to the Shareholders who have elected to receive printed copies.

DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms and
expressions have the meanings as set forth below:
“30%-controlled
company”

has the meaning as ascribed to it under the Listing Rules

“2026 Supplemental
Agreement”

the miscellaneous services supplemental framework agreement
II entered into between the Company and TBEA on 15 October
2026 to revise the annual cap for the year ending 31 December
2026 under the Existing Miscellaneous Services Framework
Agreement (TBEA)

– 41 –

“associate(s)”

has the meaning as ascribed to it under the Listing Rules

“Audit Committee”

the audit committee of the Board

“Board”

the board of Directors of the Company

“China” or “PRC”

the People’s Republic of China, which, for the purpose of
this announcement, excludes Hong Kong, the Macao Special
Administrative Region of the PRC and Taiwan

“Company”

Xinte Energy Co., Ltd. (新特能源股份有限公司), a company
with limited liability incorporated in the PRC on 20 February
2008, which was transformed into a joint stock limited
company on 16 October 2012, the H shares of which are listed
on the Main Board of the Stock Exchange (Stock code: 1799)

“Connected Person(s)”

has the meaning as ascribed to it under the Listing Rules.

“Continuing Connected
Transaction(s)”

has the meaning as ascribed to it under the Listing Rules

“Controlling
Shareholder(s)”

has the meaning as ascribed to it under the Listing Rules

“Deposit Services”

the deposit services to be provided by TBEA Finance to
the Group under the New Financial Services Framework
Agreement

“Director(s)”

the director(s) of the Company

“EGM”

the fourth extraordinary general meeting of 2026 of the
Company to be convened and held as soon as practicable to
consider and, if thought fit, approve, among other things, the
2026 Supplemental Agreement and the Revised 2026 Annual
Cap as well as the New Framework Agreements and the
proposed annual caps thereunder

“Existing 2026 Annual
Cap”

the existing annual cap of RMB450,000,000 (exclusive of
tax) for the year ending 31 December 2026 under the Existing
Miscellaneous Services Framework Agreement (TBEA)

– 42 –

“Existing Factoring
Services Framework
Agreement”

the factoring services framework agreement dated 31 March
2025 entered into between the Company and the Factoring
Company in respect of the non-recourse factoring services by
the Factoring Company to the Group

“Existing Financial
Services Framework
Agreement”

the financial services framework agreement entered into
between the Company and TBEA Finance on 17 October 2023

“Existing Framework
Agreements”

the Existing TBEA Framework Agreement, the Existing
Xinjiang Tebian Framework Agreement, the Existing Financial
Services Framework Agreement and the Existing Factoring
Services Framework Agreement

“Existing Miscellaneous
Services Framework
Agreement (TBEA)”

the miscellaneous services framework agreement (as revised by
the supplemental framework agreement entered into between
the Company and TBEA on 14 October 2025) entered into
between the Company and TBEA on 17 October 2023

the product procurement framework agreement (TBEA), the
“Existing TBEA
Framework Agreement” miscellaneous services framework agreement (TBEA) and
the product and service sales framework agreement entered
into between the Company and TBEA on 17 October 2023,
under which the annual cap for the year ending 31 December
2025 under the Existing Miscellaneous Services Framework
Agreement (TBEA) was revised by the supplemental
framework agreement entered into between the Company and
TBEA on 14 October 2025
“Existing Xinjiang Tebian the product procurement framework agreement (Xinjiang
Framework Agreement” Tebian) and the miscellaneous services framework agreement
(Xinjiang Tebian) entered into between the Company and
Xinjiang Tebian on 17 October 2023, under which the annual
cap for the year ending 31 December 2026 under the product
procurement framework agreement (Xinjiang Tebian) was
revised by the supplemental agreement entered into between
the Company and Xinjiang Tebian on 10 July 2026
“Factoring Company”

Tianjin Sanyang Silu Commercial Factoring Co., Ltd.* (天津
三陽絲路商業保理有限公司), a company incorporated in the
PRC with limited liability on 26 January 2022, and it is held by
TBEA as to 100% and is a Connected Person of the Company
as at the date of this announcement
– 43 –

“Group”

the Company and its subsidiaries

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board
Committee”

the independent board committee comprising all independent
non-executive Directors established to advise the Independent
Shareholders in respect of the New Framework Agreements
and the proposed annual caps thereunder

“Independent Financial
Adviser”

Kingsway Capital Limited, a licensed corporation to carry
out type 6 (advising on corporate finance) regulated activities
under the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong) and the independent financial adviser
appointed to advise the Independent Board Committee and the
Independent Shareholders with regard to the New Framework
Agreements and the proposed annual caps thereunder

“Independent
Shareholders”

Shareholders other than TBEA Group and/or Xinjiang Tebian
Group (as the case may be)

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock
Exchange

“Major Cooperative
Commercial Banks”

major state-owned commercial banks and national joint stock
commercial banks in the PRC that cooperate with the Group

“New Factoring Services
the factoring services framework agreement entered into
Framework Agreement” between the Company and the Factoring Company on 15
October 2026
“New Financial Services
the financial services framework agreement entered into
Framework Agreement” between the Company and TBEA Finance on 15 October 2026
“New Framework
Agreements”

the New TBEA Framework Agreements, the New Xinjiang
Tebian Framework Agreements, the New Financial Services
Framework Agreement and the New Factoring Services
Framework Agreement

“New Miscellaneous
Services Framework
Agreement (TBEA)”

the miscellaneous services framework agreement entered into
between the Company and TBEA on 15 October 2026

– 44 –

“New Miscellaneous
Services Framework
Agreement (Xinjiang
Tebian)”

the miscellaneous services framework agreement entered into
between the Company and Xinjiang Tebian on 15 October
2026

“New Product and Service the product and service sales framework agreement entered into
Sales Framework
between the Company and TBEA on 15 October 2026
Agreement”
“New Product Procurement the product procurement framework agreement entered into
Framework Agreement between the Company and TBEA on 15 October 2026
(TBEA)”
“New Product Procurement the product procurement framework agreement entered into
Framework Agreement between the Company and Xinjiang Tebian on 15 October
(Xinjiang Tebian)”
2026
“New TBEA Framework
Agreements”

the New Product Procurement Framework Agreement (TBEA),
the New Miscellaneous Services Framework Agreement
(TBEA) and the New Product and Service Sales Framework
Agreement

“New Xinjiang
Tebian Framework
Agreements”

the New Product Procurement Framework Agreement (Xinjiang
Tebian) and the New Miscellaneous Services Framework
Agreement (Xinjiang Tebian)

“NFRA”

the National Financial Regulatory Administration of the
PRC, formerly known as the China Banking and Insurance
Regulatory Commission (CBIRC). The NFRA is an agent
directly under the State Council established on the basis of the
CBIRC. In March 2023, the CPC Central Committee and the
State Council issued the Plan on Reform of Party and State
Institutions, and decided to establish the NFRA on the basis
of the CBIRC which was no longer retained. The NFRA was
established on 18 May 2023

“PBOC”

the People’s Bank of China

“percentage ratios”

has the meaning ascribed to that term in Chapter 14 of the
Listing Rules

– 45 –

“PV”

photovoltaic

“Qualified Supplier(s)”

supplier(s) assessed as qualified and included in qualified
supplier(s) list

“Qualified Supplier
Application”

application as a Qualified Supplier submitted during the
Company’s Qualified Supplier assessment process

“Revised 2026 Annual
Cap”

the revised annual cap of RMB700,000,000 (exclusive of
tax) for the year ending 31 December 2026 under the 2026
Supplemental Agreement

“RMB”

Renminbi, the lawful currency of the PRC

“Share(s)”

share(s) in the share capital of the Company with a nominal
value of RMB1.00 each, including domestic Shares and H
Shares

“Shareholder(s)”

holder(s) of the Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“subsidiary(ies)”

has the meaning as ascribed to it under the Listing Rules

“TBEA”

TBEA Co., Ltd. (特變電工股份有限公司), a joint stock
company incorporated in the PRC with limited liability on 26
February 1993 and listed on the Shanghai Stock Exchange
(stock code: 600089)

“TBEA Finance”

TBEA Finance Co., Ltd. (特變電工集團財務有限公司), a
company incorporated in the PRC with limited liability on 29
November 2018 as well as a non-bank financial institution
approved by the NFRA and a subsidiary of TBEA

“TBEA Group”

TBEA and its associates (excluding the Group)

“Xinjiang Tebian”

Xinjiang Tebian Group Co., Ltd. (新疆特變電工集團有限公
司), a company with limited liability incorporated in the PRC
on 27 January 2003

– 46 –

“Xinjiang Tebian Group”

Xinjiang Tebian and its associates

“%”

per cent
By order of the Board
Xinte Energy Co., Ltd.
Huang Hanjie
Chairman

Xinjiang, the PRC
15 October 2026
As at the date of this announcement, the Board consists of Mr. Huang Hanjie, Mr. Wang Bin and Ms. Huang
Fen as executive Directors; Mr. Zhang Xin, Mr. Yang Xiaodong and Mr. Hu Youcheng as non-executive
Directors; Mr. Sin, Kin On Johnny, Mr. Cui Xiang and Mr. Tam, Kwok Ming Banny as independent
non-executive Directors.
*

For identification purpose only

– 47 –