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Medlive Technology Co., Ltd. Capital/Financing Update 2008

May 22, 2008

50436_rns_2008-05-22_992e2a75-1db4-44e8-8870-772d28786fe0.pdf

Capital/Financing Update

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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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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

CONTINUING CONNECTED TRANSACTIONS

The Board announces that on 22 May 2008, the Company entered into the Overseas Sales Framework Agreement with Hisense International for a term of one year ending on 31 December 2008 in relation to the sale of household electrical appliances to Hisense International.

As at the date of the announcement, Hisense Air-conditioning is a substantial shareholder of the Company, holding approximately 23.15% of the issued shares of the Company. Hisense International, a subsidiary of Hisense Group which is the controlling shareholder of Hisense Air-conditioning, is an Associate of Hisense Air-Conditioning and therefore, a connected person of the Company. As such, the transactions contemplated under the Overseas Sales Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules and should be aggregated for the purpose of Rules 14A.25 to 14A.27 of the Listing Rules. Given that the applicable percentage ratios (other than the profit ratio) for the aggregated amount of the transactions contemplated under the Overseas Sales Framework Agreement is more than 2.5%, the continuing connected transactions under the Overseas Sales Framework Agreement are subject to reporting, announcement and independent shareholders’ approval requirements under Rule 14A.35 of the Listing Rules.

A circular containing details of the Overseas Sales Framework Agreement, a letter from the independent board committee of the Company and a letter from an independent financial adviser, both advising in respect of the terms of the Overseas Sales Framework Agreement will be despatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules.

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OVERSEAS SALES FRAMEWORK AGREEMENT

Date

22 May 2008

Parties

  • (i) The Company; and

  • (ii) Hisense International.

Term

The Overseas Sales Framework Agreement is valid for a term of one year commencing from 1 January 2008 to 31 December 2008, which can be terminated before its expiration by mutual agreement of the parties.

Conditions

The Overseas Sales Framework Agreement and the continuing connected transactions contemplated thereunder are subject to the approval of the independent shareholders at the general meeting of the Company and other relevant requirements under the Listing Rules and the listing rules of the Shenzhen Stock Exchange.

The transactions under the Overseas Sales Framework Agreement are in the ordinary and usual course of business of the Company and are in connection with the sale of household electrical appliances by the Company to Hisense International, particulars of which are set out as follows:

Pursuant to the Overseas Sales Framework Agreement, the Company has agreed to manufacture and sale to Hisense International on a non-exclusive basis such quantities of household electrical appliances, including refrigerators, air-conditioners, freezers, heaters and other small household electrical appliances, as Hisense International may require from time to time for sales to its overseas customers.

The parties has also agreed to enter into individual sale and supply order to set out the specific terms (including the quantity, price, quality standards and terms of delivery) of each sale, which shall be consistent with the principles and terms of the Overseas Sales Framework Agreement. Such transactions will be conducted in the ordinary and usual course of business of

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the Company, on normal commercial terms and on terms not less favourable to the Company than terms available to or from (as appropriate) Independent Third Parties.

Under the Overseas Sales Framework Agreement, Hisense International has the right to purchase household electrical appliances from suppliers other than the Company from time to time according to its own needs, while the Company is also free to sell its household electrical appliances to any other third parties.

Pricing

The prices for the household electrical appliances are determined principally by arm’s length commercial negotiations according to the principles of fairness and reasonableness between the parties with reference to the market price of the relevant household electrical appliances from time to time and the profit margins of the Company’s overseas sales in the past. The price of each individual household electrical appliance to be sold by the Company to Hisense International will be equal to:

the production cost of the Company / (1 – (the gross profit margin of the Company for that particular product in 2007))

and will be comparable to the price offered to independent third parties of the Company.

Payment Term

Payment for the purchase of household electrical appliances should be made by telegraphic transfer or bank notes by Hisense International within 60 days from delivery of the products.

Reasons for and benefits of the sales of household electrical appliances

The Company is principally engaged in the manufacture and sales of refrigerators and air-conditioners and other white goods business within the PRC. The sales of household electrical appliances to Hisense International allow the Company to access the international sales channels of Hisense International in a cost efficient manner so as to expand its overseas markets and customer base, lower its transportation and promotional expenses, promote the brands of the Company, globalize its sales networks and improve its profit margins.

In light of the above, the Directors (excluding the independent non-executive Directors whose views will be contained in the circular to be despatched to the Shareholders) are of the view that the terms of the sales of household electrical appliances under the Overseas Sales

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Framework Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Historical Figures

The Company did not conduct any similar transactions with Hisense International prior to the date of this announcement.

Maximum Annual Cap

The transactions contemplated by the Overseas Sales Framework Agreement for the year ending 31 December 2008 regarding the sales of household electrical appliances are subject to the annual caps set out below:

household electrical appliances RMB
refrigerators 129,000,000
air-conditioners 247,500,000
freezers 16,000,000
other small household electrical appliances, including heaters 14,000,000
Total 406,500,000

The above annual cap was determined with reference to (i) the projected total sales of the household electrical appliances in the overseas market based on the sales of household electrical appliances such as air-conditioners and refrigerators in the overseas market in the previous years; (ii) the projected market share of the sales of air-conditioners and refrigerators through the sales channels of Hisense in the overseas market taking into account its sales of household electrical appliances such as air-conditioners and refrigerators in the overseas market in the previous years; (iii) the estimated sales of the products in the regions to be developed by Hisense International on Company's behalf (mainly those regions which are not already covered by the existing sales network of the Company) and in the newly emerging markets based on the sales in the overseas market as mentioned above; and (iv) the estimated sales of self-brand products by the Company in the overseas market based on the projected sales in the overseas market as mentioned in (i) above and the current overseas market conditions.

INFORMATION RELATING TO THE COMPANY

The Company is principally engaged in the manufacture and sales of refrigerators and air-conditioners.

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INFORMATION ON HISENSE INTERNATIONAL

Hisense International was incorporated in the PRC in January 2008 with limited liability. It has a registered capital of RMB20,000,000. It is principally engaged in conducting import and export of goods and technology to overseas markets and provision of other services relating to joint venture, production cooperation and further possessing.

CONTINUING CONNECTED TRANSACTIONS

As at the date of the announcement, Hisense Air-conditioning is a substantial shareholder of the Company, holding approximately 23.15% of the issued shares of the Company. Hisense International, a subsidiary of Hisense Group which is the controlling shareholder of Hisense Air-conditioning, is an Associate of Hisense Air-Conditioning and therefore, a connected person of the Company. As such, the transactions contemplated under the Overseas Sales Framework Agreement constitute continuing connected transactions of the Company under the Listing Rules and should be aggregated for the purpose of Rules 14A.25 to 14A.27 of the Listing Rules. Given that the applicable percentage ratios (other than the profit ratio) for the aggregated amount of the transactions contemplated under the Overseas Sales Framework Agreement is more than 2.5%, the continuing connected transactions under the Overseas Sales Framework Agreement are subject to reporting, announcement and independent shareholders’ approval requirements under Rule 14A.35 of the Listing Rules.

DESPATCH OF CIRCULAR

A circular containing details of the Overseas Sales Framework Agreement, a letter from the independent board committee of the Company and a letter from an independent financial adviser, both advising in respect of the terms of the Overseas Sales Framework Agreement will be despatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules.

Since Hisense Air-Conditioning is a Shareholder of the Company holding approximately 23.15% of the issued share capital of the Company, it and its Associates have to be abstained from voting in the general meeting of the Company in relation to the Overseas Sales Framework Agreement and the continuing connected transactions thereunder.

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,

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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 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 is currently providing further information regarding its resumption proposal to the Stock Exchange for its consideration.

DEFINITIONS

“A Shares” domestic ordinary shares of the Company with a nominal value of RMB1.00 each and are listed on the Shenzhen Stock Exchange “Associate” has the meaning ascribed to it in the Listing Rules “Board” the board of Directors “Company” Hisense Kelon Electrical Holdings Company Limited, a company incorporated in the PRC with limited liability and listed on the main board of the Stock Exchange and Shenzhen Stock Exchange “Director(s)” the director(s) of the Company “H Shares” overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on the Stock Exchange “Hisense Qingdao Hisense Air-Conditioning Co., Ltd (青島海信空調有限 Air-conditioning” 公司 ), a subsidiary of Hisense Group and a substantial shareholder of the Company

“Hisense Group”

“Hisense International”

“Independent Third Parties”

“Listing Rules”

Hisense Group Company Limited, a limited company incorporated in the PRC Qingdao Hisense International Marketing Company Limited (青 岛海信国际营销有限公司), a subsidiary of Hisense Group Third parties independent of and not connected with the Company and its connected persons, as defined in the Listing Rules, of the Company

Rules Governing the Listing of Securities on the Stock Exchange

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“Overseas Sales the agreement (海外銷售框架協議) entered into between the Framework Agreement” Company and Hisense International dated 22 May 2008 in relation to the sale of household electrical appliances to Hisense International. “PRC” the People’s Republic of China “RMB” Renminbi yuan, the lawful currency of the PRC “Share(s)” share(s) of RMB1.00 each in the capital of the Company, comprising the A Shares and the H Shares “Shareholder(s)” holders of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” or has the meaning defined in section 2B of the Companies “subsidiaries” Ordinance (Cap.32 of the Laws of Hong Kong) “%” per cent.

By order of the Board of

Hisense Kelon Electrical Holdings Company Limited

Tang Ye Guo

Chairman

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, 22 May 2008

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