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China Frontier Technology Group — Capital/Financing Update 2023
Feb 23, 2023
50073_rns_2023-02-23_d355eb50-7708-4b49-9219-91a5c0040752.pdf
Capital/Financing Update
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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.
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WISDOM SPORTS GROUP
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1661)
DISCLOSEABLE TRANSACTIONS INVESTMENT IN THE TRUST SCHEMES
The Board is pleased to announce that on 23 February 2023, (i) Zhejiang Wisdom Sports entered into the Minmetals Trust Scheme Agreement, pursuant to which Zhejiang Wisdom Sports agreed to invest in the Minmetals Trust Scheme established by Minmetals International Trust for a total of RMB10.0 million; and (ii) Beijing Wisdom Media entered into the China Fortune Trust Scheme Agreement, pursuant to which Beijing Wisdom Media agreed to invest in the China Fortune Trust Scheme established by China Fortune International Trust for a total of RMB10.0 million.
As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in relation to each of the Investments exceeds 5% but all other applicable percentage ratios are less than 25%, each of the Investments constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules and is subject to reporting and announcement requirements under the Listing Rules.
As the products under the Trust Schemes are issued by different issuers which, to the best of the information, knowledge and belief of the Company upon making such reasonable enquiries, are not related to each other, the Investments shall not be aggregated.
(1) MINMETALS TRUST SCHEME AGREEMENT
The Board is pleased to announce that on 23 February 2023, Zhejiang Wisdom Sports entered into the Minmetals Trust Scheme Agreement, pursuant to which Zhejiang Wisdom Sports agreed to invest in the Minmetals Trust Scheme established by Minmetals International Trust for a total of RMB10.0 million.
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The principal terms of the Minmetals Trust Scheme Agreement are as follows:
Date of subscription: 23 February 2023 Parties: (1) Zhejiang Wisdom Sports; and (2) Minmetals International Trust Manager of the trust scheme: Minmetals International Trust Name of the trust scheme: Minmetals Trust - Jinxiu Zengli No.5 Trust Scheme Investment strategy: The Minmetals Trust Scheme will invest in bonds in the PRC, which include government bonds, urban investment bonds, bonds listed on stock exchanges and bonds issued by banks Characteristics of risk and The Minmetals Trust Scheme does not guarantee to capital return: protection and minimum return Expected annualized rate 4.0% of return: Date of interest 24 February 2023 commencement: Maturity date of investment: 25 May 2023 Investment time limit: 3 months
(2) CHINA FORTUNE TRUST SCHEME AGREEMENT
The Board announced that on 23 February 2023, Beijing Wisdom Media entered into the China Fortune Trust Scheme Agreement, pursuant to which Beijing Wisdom Media agreed to invest in the China Fortune Trust Scheme established by China Fortune International Trust for a total of RMB10.0 million.
The principal terms of the China Fortune Trust Scheme Agreement are as follows:
Date of subscription: 23 February 2023 Parties: (1) Beijing Wisdom Media; and (2) China Fortune International Trust
Manager of the trust scheme: China Fortune International Trust
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Investment advisor of the trust scheme:
China Securities Co., Ltd. (中信建投証券股份有限公司)
Name of the trust scheme: China Fortune International Trust – Xinyijia No. 303 Trust Scheme Fourth Unit Trust
Investment strategy:
The China Fortune Trust Scheme will invest in senior and secondary class asset-backed securities with a focus on highquality asset securitization entities
Characteristics of risk and The China Fortune Trust Scheme does not guarantee to capital return: protection and minimum return
Expected annualized rate of 4.3% return: Date of interest 1 March 2023 commencement: Maturity date of investment: 7 June 2023 Investment time limit: 98 days
REASONS FOR AND BENEFITS OF THE INVESTMENTS
The Group has been constantly looking for business opportunities to enhance the shareholders’ value while abiding to the internal investment policy of the Group. In light of the recent recovery of the debt capital market, the Directors are of the view that the Investments are ideal short-term investment opportunities for the Group as they allow the Company to utilize its Renminbi surplus cash reserves more efficiently. The Company selects short-term wealth management products prudently with an aim to improve its efficiency on capital utilization, earn extra return on investment and combat inflation while not affecting the Group’s daily cash flows. After taking into account that the investment risks and potential returns of the Investments are in line with the needs of the Company, the Board considers that the terms of the Investments are on normal commercial terms, and are fair and reasonable and in the interest of the Company and its shareholders as a whole.
INFORMATION OF THE GROUP AND THE PARTIES
The Group is a leading sports industry group in the PRC engaged in the operation and marketing of sports events and provision of sports services, with a special emphasis on the development and extension of the sports industry chain.
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Beijing Wisdom Media and Zhejiang Wisdom Sports are companies established under the laws of the PRC with limited liability and are wholly-owned subsidiaries of the Company. Beijing Wisdom Media and Zhejiang Wisdom Sports are principally engaged in event organisation and related services in the PRC.
Minmetals International Trust is a company established under the laws of the PRC with limited liability and is principally engaged in investment management activities in the PRC. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Minmetals International Trust is ultimately owned as to 78.0% by China Minmetals Corporation (a state-owned corporation), 21.2% by the Qinghai State-owned Assets Supervision & Administration Commission and 0.8% by the Xining Municipal Finance Bureau.
China Fortune International Trust is a company established under the laws of the PRC with limited liability and is principally engaged in investment management activities in the PRC. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, China Fortune International Trust is owned as to 76.25% by China Huadian Group Capital Holding Co., Ltd.* (中國華電集團資本控股有限公司) (“ China Huadian Capital ”) and 23.75% by China Huadian Group Finance Co., Ltd.* (中國華電集團財務有限公司) (“ China Huadian Finance ”), which are both ultimately held by China Huadian Corporation Ltd.* (中國華電集團有限公司) (“ China Huadian ”). China Huadian is ultimately owned by the State-owned Assets Supervision and Administration Commission of the State Council in the PRC.
China Securities is a company established under the laws of the PRC with limited liability and is principally engaged in investment management activities. China Securities is listed on Stock Exchange with stock code 6066 and it’s A shares are listed on the Shanghai Stock Exchange with stock code 601066.
To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, each of Minmetals International Trust, China Fortune International Trust and China Securities, and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.
IMPLICATIONS UNDER THE LISTING RULES
As the highest applicable percentage ratio under Rule 14.07 of the Listing Rules in relation to each of the Investments exceeds 5% but all other applicable percentage ratios are less than 25%, each of the Investments constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules and is subject to reporting and announcement requirements under the Listing Rules.
As the products under the Trust Schemes are issued by different issuers which, to the best of the information, knowledge and belief of the Company upon making such reasonable enquiries, are not related to each other, the Investments shall not be aggregated.
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DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:
| “Beijing Wisdom Media” | Beijing Wisdom Media Holding Co., Ltd.* (北京智美傳媒股份有 |
|---|---|
| 限公司), a company established under the laws of the PRC and a | |
| wholly-owned subsidiary of the Company | |
| “Board” | the board of directors of the Company |
| “China Fortune International | China Fortune International Trust Co., Ltd.* (華鑫國際信託有限公 |
| Trust” | 司), a company incorporated in the PRC and is engaged mainly in |
| investment activities in the PRC | |
| “China Fortune Trust | the trust scheme named as China Fortune International Trust – |
| Scheme” | Xinyijia No. 303 Trust Scheme Fourth Unit Trust (華鑫信託•信益 |
| 嘉303號集合資金信託計劃第四信託單元)offeredbyChina | |
| Fortune International Trust | |
| “China Fortune Trust Scheme | the trust scheme agreement dated 23 February 2023 entered into by |
| Agreement” | Beijing Wisdom Media and China Fortune International Trust in |
| relation to the China Fortune Trust Scheme | |
| “China Securities” | ChinaSecuritiesCo.,Ltd.(中信建投証券股份有限公司),a |
| company established under the laws of the PRC and the shares of | |
| which are listed on the Stock Exchange with stock code 6066. The | |
| A shares of China Securities are listed on the Shanghai Stock | |
| Exchange with stock code 601066 | |
| “Company” | Wisdom Sports Group (智美體育集團), a company incorporated in |
| the Cayman Islands with limited liability, the Shares of which are | |
| listed on the Main Board of the Stock Exchange with stock code | |
| 1661 | |
| “connected person(s)” | has the same meaning ascribed to it under the Listing Rules |
| “Directors” | the directors of the Company |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | the Hong Kong Special Administrative Region |
| “Investments” | the investments in (i) the Minmetals Trust Scheme established by |
| Minmetals International Trust; and (ii) the China Fortune Trust | |
| Scheme established by China Fortune International Trust |
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Minmetals International Minmetals International Trust Co., Ltd.* (五礦國際信託有限公司), Trust” a company incorporated in the PRC and is engaged mainly in investment activities in the PRC “Minmetals Trust Scheme” the trust scheme named as Minmetals Trust - Jinxiu Zengli No.5 Trust Scheme* (五礦信託-錦繡增利5期集合資金信託計劃) offered by Minmetals International Trust “Minmetals Trust Scheme the trust scheme agreement dated 23 February 2023 entered into by Agreement” Zhejiang Wisdom Sports and Minmetals International Trust in relation to the Minmetals Trust Scheme “PRC” The People’s Republic of China, for the purposes of this announcement, excluding Hong Kong, Macau and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “Trust Schemes” the Minmetals Trust Scheme and the China Fortune Trust Scheme “Zhejiang Wisdom Sports” Wisdom Sports Entertainment (Zhejiang) Co., Ltd* (智美體育文化 (浙江)有限公司), a company established under the laws of the PRC and a wholly-owned subsidiary of the Company
By Order of the Board Wisdom Sports Group Ren Wen Chairlady and Executive Director
Hong Kong, 23 February 2023
As at the date of this announcement, the executive directors of the Company are Ms. Ren Wen, Mr. Sheng Jie, Mr. Song Hongfei and Ms. Hao Bin; and the independent non-executive directors of the Company are Mr. Chen Zhijian, Mr. Ip Kwok On Sammy and Mr. Jin Guoqiang.
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for identification purpose only
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