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Medlive Technology Co., Ltd. — Capital/Financing Update 2008
Jul 30, 2008
50436_rns_2008-07-30_7f87cb4c-f9a4-45da-9dbe-456946dcc2cd.pdf
Capital/Financing Update
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HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED
海信科龍電器股份有限公司
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 00921)
ANNOUNCEMENT
EXEMPTED FINANCIAL ASSISTANCE
This announcement is made by Hisense Kelon Electrical Holdings Company Limited (the “ Company ”) in accordance with Rule 13.09(1) of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).
In view of the production and operation needs of the Company and its subsidiaries (the “ Group ”), the Group has to purchase a large volume of raw materials and electric appliance components from overseas suppliers. However, due to the substantial increase in the deposit reserve ratio in the banks in the People’s Republic of China (the “ PRC ’) in recent years and the tightening of monetary policy by mainland banks, the Group’s costs of obtaining bank financing has been rising. Since the interest rates for bank loans in Hong Kong are far lower than those in the PRC and Hisense (Hong Kong) Company Limited ( “ Hisense Hong Kong ”), a connected person of the Company, has sound credit standing and better financing ability in Hong Kong, the Company entered into the supply financing framework agreement (the “ Supply Financing Framework Agreement ”) with Hisense Hong Kong on 30 July 2008 under which Hisense Hong Kong shall provide financing to the Company to purchase raw materials and electric appliance components from overseas suppliers. The Company expects that the annual cap for the purchase of raw materials and electric appliance components through Hisense Hong Kong under the Supply Financing Framework Agreement to be US$100 million during the term of the Supply Financing
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Framework Agreement.
Particulars of the arrangement under the Supply Financing Framework Agreement are set out as follows:
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I. INTRODUCTION OF THE CONNECTED PARTY AND CONNECTED RELATIONSHIP
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Basic introduction of the connected party
Hisense (Hong Kong) was established on 22 February 1994. Legal representative: Yu Shu Min; Registered Address: 3104-06, Singga Commercial Centre, 148 Connaught Road West, Sai Wan, Hong Kong; Registered Capital: HK$1 million; Scope of Business: international trading.
- Connected relationship with the Company
Hisense Group Company holds 55.58% equity interest in Qingdao Hisense Electric Holdings Company Limited and holds 100% equity interest in Qingdao Hisense Air-conditioning Co., Ltd (“ Hisense Air-conditioning ”) indirectly through Qingdao Hisense Electric Holdings Company Limited. Hisense Air-conditioning is a substantial shareholder of the Company holding 23.63% equity interest in the Company. Hisense Hong Kong is a wholly-owned subsidiary of Qingdao Hisense Electric Holdings Company Limited.
As both Hisense Hong Kong and the Company are subsidiaries directly or indirectly controlled by Hisense Group, the beneficial controller of Hisense Air-conditioning (the substantial shareholder of the Company), Hisense Hong Kong is a connected company of the Company under Item (2) of Rule10.1.3 of the Rules Governing Listing of Securities on the Shenzhen Stock Exchange (the “ Shenzhen Listing Rules ”), the abovementioned transactions constitute connected transactions of the Company under the Shenzhen Listing Rules.
Hisense Hong Kong is also a connected person of the Company pursuant to Chapter 14 of the Listing Rules.
- Analysis of fulfilling ability
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As at 31 December 2007, the total assets of Hisense Hong Kong amounted to HK$389,660,209 and its net assets amounted to HK$49,661,294. In 2007, the revenues from major operations of Hisense Hong Kong was HK$854,261,248, and net profit was HK$11,327,498.
Based on the above-mentioned particulars of Hisense Hong Kong, and the good commercial credit and commercial operating ability of Hisense Hong Kong according to the knowledge of the Company, the board of directors of the Company (the “ Board ”) considers that Hisense Hong Kong can fulfill its obligation in providing financing to the Company.
II. MODE OF TRANSACTION
Method of financing: the Company or the Company in the name of Hisense Hong Kong will enter into purchasing contracts for the purchase of raw materials and electrical appliance components with suppliers on terms to be determined after negotiation between the Company and the suppliers. Upon receipt of the payment notice from the Company, Hisense Hong Kong shall pay the suppliers for the purchase of raw materials and electrical appliance components at the request of the Company. After customs declaration of goods, the Company will pay to Hisense Hong Kong in foreign currencies based on the invoice amounts charged by Hisense Hong Kong within the agreed financing term.
III. PRICING POLICY AND CONDITIONS FOR TRANSACTION
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The pricing policy is arrived at after arm’s length negotiations with reference to similar market transactions, the specific pricing policy is as follows: the invoice amount to be charged by Hisense Hong Kong to the Company is equivalent to the sum of the value of the goods to be supplied by the suppliers, together with a fee equivalent to 1% of the sum of the value of the goods to be supplied by the suppliers, and the loan interest to be charged to Hisense Hong Kong by the financing banks (if any).
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The following conditions shall be fulfilled before the appointment of Hisense Hong Kong by the Company to finance the payment to the suppliers under the Supply Financing Framework Agreement:
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The sum of the financing cost and the fee to be paid by the Company to - Hisense Hong Kong exchange gain to be obtained by the Company as a result of the Company’s postponement in payment to Hisense Hong Kong in foreign currency < the finance cost of the Company calculated based on the Company’s own domestic financing at RMB benchmark interest rate
Note: the sum of financing cost and the fee to be paid by the Company to Hisense Hong Kong = actual financing cost of Hisense Hong Kong in obtaining financing in foreign currencies + 1% of the total sum of the purchase of the raw material
Where: “1% of the total sum of the purchase of the raw material” represents the fee to be charged by Hisense Hong Kong to the Company.
IV. PURPOSES OF THE TRANSACTION AND THE EFFECTS OF THE TRANSACTION ON LISTED COMPANY
In order to curb inflation, the PRC government raises deposit reserve ratio substantially, resulting in the tightening of monetary policy by mainland banks and an increase of interest rate. This increases the difficulty for the Company to obtain bank loans from the banks in the PRC. In contrast, the financing environment in Hong Kong is more gentle, which leads to a relatively lower financing cost. The financing arrange for the purchase of raw materials and electric appliances components under the Supply Financing Framework Agreement can lower the financing cost of the Company. With the trend of the appreciation of RMB against foreign currencies, the Company can also benefit from the appreciation of RMB while utilizing the credit terms provided by Hisense Hong Kong.
V. LISTING RULES IMPLICATIONS
The Company considers that the arrangements under the Supply Financing Framework Agreement constitute financial assistance to be provided by a connected person to the Company pursuant to Chapter 14A of the Listing Rules since Hisense Hong Kong shall provide funding for settlement of the payment of the raw materials and electrical appliance components to the supplies and earns a fee for advancing payments to the suppliers. Such
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arrangement enables the Company to defer payment for the purchase of raw materials by the payment of a fee to Hisense Hong Kong.
Since the financial assistance arrangement under the Supply Financing Framework Agreement will be for the benefit of the Company on normal commercial terms where no security over the assets of the Company is to be granted in respect of the financial assistance, such arrangement will therefore be exempt from the reporting, announcement and independent shareholders’ approval requirements pursuant to R14A.65(4) of the Listing Rules.
VI. APPROVAL PROCEDURES
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The sixth Board convened its 19th meeting of 2008 by way of written resolutions on 30 July 2008. Nine directors are entitled to and all of them attended the meeting. Connected directors, Mr. Tang Ye Guo, Mr. Wang Shi Lei, Ms. Yu Shu Min and Mr. Lin Lan, abstained from voting in this resolution. The convening of and the voting at the meeting were in compliance with the requirements of the Company Law of the PRC and the articles of association of the Company. After careful consideration by the attending directors, the Supply Financing Framework Agreement entered into between the Company and Hisense Hong Kong and the connected transactions contemplated thereunder were passed with 5 affirmative votes, 0 dissenting votes and 0 abstaining votes.
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Prior recognition (prior approval) of the independent non-executive directors and their independent opinion
The three independent non-executive directors of the Company have agreed to submit the above connected transactions to the Board for consideration. They are of opinion that the transactions contemplated under the Supply Financing Framework Agreement is based on normal commercial terms, the terms of the agreement are fair and reasonable and are in the interests of the Company and its shareholders as a whole; the Supply Financing Framework Agreement and its annual cap is fair and reasonable so far as the independent shareholders of the Company are concerned.
- The abovementioned connected transactions are subject to the approval on general meeting pursuant to the requirements under the Shenzhen Listing 5
Rules, shareholders interested in such transactions shall abstain from voting on the related resolutions.
VII. PARTICULARS OF THE SUPPLY FINANCING FRAMEWORK AGREEMENT
The principal terms of the agreement are as follows:
- Parties: Party A: Hisense Kelon
Party B: Hisense Hong Kong
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Subject matters: Party B provides financing services to Party A for the purchase of raw materials and electrical appliances components.
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After the Supply Financing Framework Agreement becomes effective, Party A may authorize its subsidiaries to perform the agreement, undertake related businesses, entitle to related rights and enter into specific business contracts with Party B. Such specific business contracts are subordinate to the Supply Financing Framework Agreement. In case of conflict, the terms under the Supply Financing Framework Agreement shall prevail.
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Effective date of the agreement
The Supply Financing Framework Agreement shall become effective for one year upon obtaining the approval at the general meeting.
Within the effective period, the agreement is subject to early termination upon mutual agreement between Party A and Party B.
- Mode of transaction
Please refer to Section II of this announcement.
- Pricing policy and conditions for transaction
Please refer to Section III of this announcement.
- Method of Settlement
After customs declaration of the goods, Party A will pay to Party B in
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foreign currencies based on the invoice amounts charged by Party B within the agreed financing term.
VIII. DOCUMENTS AVAILABLE FOR INSPECTION
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Resolution of the Board; and
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the Supply Financing Framework Agreement
Trading in the H shares of the Company
At the request of the Company, trading in the H Shares of the Company was suspended from 28 April 2005 to 10 May 2005, and has remained suspended since 10:00 a.m. on 16 June 2005, initially following various press releases regarding the investigation by the China Securities and Regulatory Commission on Greencool Technology Holdings Limited in connection with the possible misappropriation of funds of the Company. Greencool Technology Holdings Limited was then an indirect shareholder of the Company controlled by Mr. Gu Chu Jun, who was the then executive director and chairman of the Company and the controlling shareholder of Guangdong Greencool Enterprise Development Company Limited, the then single largest shareholder of the Company.
The Company has reviewed the relevant documents in relation to the suspension of trading of the H Shares, the events leading to such suspension and the actions taken by the Company and has submitted a resumption proposal to the Stock Exchange for review. The Company received a letter from the Stock Exchange dated 5 June 2008 agreeing that trading in the H shares of the Company be allowed to resume subject to the fulfilment of the conditions as set out in its letter to the satisfaction of the Stock Exchange prior to the resumption of trading in the H shares of the Company. Please refer to the announcement of the Company dated 6 June 2008 for details of such conditions.
By order of the Board of
Hisense Kelon Electrical Holdings Company Limited
Tang Ye Guo
Chairman
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As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Wang Shi Lei, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.
Foshan City, Guangdong, the PRC, 30 July 2008
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