Kingwell Group Limited — Capital/Financing Update 2017

Jun 5, 2017

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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(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

VOLUNTARY ANNOUNCEMENT FORMATION OF JOINT VENTURE WITH ZHONGKE INTERNATIONAL CAPITAL

This announcement is made on a voluntary basis by the Company to inform the shareholders and investors of the Company of certain business development of the Group.

The Board is pleased to announce that on 5 June 2017, Rich Express, a wholly-owned subsidiary of the Company, entered into the JV Agreement with Zhongke International Capital for the formation of the JV Company.

THE JV AGREEMENT

The principal terms of the JV Agreement are summarised below.

Date

5 June 2017

Parties

• (i) Rich Express; and

• (ii) Zhongke International Capital.

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, Zhongke International Capital and its ultimate beneficial owner(s) are Independent Third Parties.

Pursuant to the JV Agreement, Rich Express and Zhongke International Capital will subscribe for 4,900 and 5,100 shares in the JV Company respectively at the subscription price of HK$1.00 each.

After completion of the subscription, the JV Company will be owned as to 49% by Rich Express and 51% by Zhongke International Capital.

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Particulars of the JV Company

The total share capital of the JV Company will be HK$10,000.

The principal business of the JV Company will be research and development, production and distribution of new energy and renewable energy and corporate management.

The board of directors of the JV Company will consist of no more than three (3) directors. Each of Rich Express and Zhongke International Capital are entitled to appoint a maximum of two (2) and one (1) director(s) respectively. The chairman of the board of directors of the JV Company and the financial controller of the JV Company shall be appointed by Rich Express.

In the event that a shareholder of the JV Company proposes to transfer the whole or part of its shareholding in the JV Company, the other shareholder of the JV Company shall have a right of first refusal to such shares.

No capital commitment has been undertaken by Rich Express and Zhongke International Capital under the JV Agreement except for the subscription by each of them of the share capital of the JV Company as disclosed above.

INFORMATION OF THE GROUP

The Group is principally engaged in new energy business, hotel hospitality business, provision of money lending services, trading of electric cycles, trading and distribution of liquor and wine, and investments in listed securities.

INFORMATION OF ZHONGKE INTERNATIONAL CAPITAL

Zhongke International Capital is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding.

REASONS FOR AND BENEFITS OF THE FORMATION OF THE JV COMPANY

The holding company of Zhongke International Capital is 中科建設開發總公司 (Bureau of Construction and Development Company) (the ‘‘Bureau’’).

The Bureau is a national enterprise in China. From 1999, the Bureau was assigned to be under the management of 中國科學院 (the Chinese Academy of Sciences). The Bureau started from 北京中關村中國科學院 (Beijing Zhongguancun Chinese Academy of Sciences*), and later moved its headquarters to Shanghai in 2004.

The Bureau has more than 60 branches and subsidiaries throughout China. The core business of the Bureau together with its subsidiaries and branches focuses on construction and engineering. In recent years, the Bureau has expanded its scope into, including not limited to, investment and financing, domestic and foreign trade, mining, new energy, auto parts and to provide an overall program of integrated services, such as large-scale state-owned investment and construction.

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In light of the dominance position and the vast business network of holding company of Zhongke International Capital in the Chinese market, the Board expects the JV Company will create a platform for resources, expert advisory and local knowledge sharing hence fostering mutual business opportunities in the Group’s growing new energy and renewable energy business segments in China.

In addition, with the commitment of Zhongke International Capital in the JV Agreement, the management is of confidence that further collaboration will develop into a long term, comprehensive and profound strategic cooperation relationship and synergies between the parties in the new energy segment.

The Directors are therefore of the view that the terms of the JV Agreement are fair and reasonable and are in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As all of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the establishment of the JV Company and the transactions contemplated under the JV Agreement are less than 5%, the entering into the JV Agreement and the transactions contemplated thereunder do not constitute a notifiable transaction under Chapter 14 of the Listing Rules. This announcement is made by the Company on a voluntary basis.

In the event that the Group makes any further capital commitment to the JV Company or there is any significant development in respect of the JV Company, further announcement(s) will be made by the Company as and when necessary to comply with the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the terms used herein shall have the following meanings:

‘‘Board’’	the board of Directors
‘‘Company’’	DeTai New Energy Group Limited, a company incorporated
	in Bermuda with limited liability, the issued shares of which
	are listed on the main board of the Stock Exchange
‘‘Director(s)’’	the director(s) of the Company
‘‘Group’’	the Company and its subsidiaries
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC
‘‘Independent Third	any person(s) or company(ies) and their respective ultimate
Party(ies)’’	beneficial owner(s) are third parties independent of and not
	connected with the Group and its connected persons in
	accordance with the Listing Rules

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• ‘‘JV Agreement’’ the joint venture agreement dated 5 June 2017 entered into between Rich Express and Zhongke International Capital in relation to the formation of the JV Company

• ‘‘JV Company’’ a joint venture company to be incorporated in Hong Kong with limited liability

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘PRC’’

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

• ‘‘Rich Express’’ Rich Express Investment Group Limited (領富投資集團有限 公司), a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘Zhongke International Zhongke International Capital Limited (中科國際資本有限 Capital’’ 公司), a company incorporated in Hong Kong with limited liability

• ‘‘%’’ per cent.

• for identification purpose only.

By order of the Board

DeTai New Energy Group Limited Wong Hin Shek Chairman and Executive Director

Hong Kong, 5 June 2017

As at the date of this announcement, the executive Directors are Mr. Wong Hin Shek and Mr. Chi Chi Hung, Kenneth; the non-executive Director is Mr. Chui Kwong Kau; and the independent non-executive Directors are Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen.

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