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Medlive Technology Co., Ltd. — Capital/Financing Update 2009
Jul 22, 2009
50436_rns_2009-07-22_066579bf-1c1a-4e42-8978-6a85188a605d.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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares of the Company.
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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 MAJOR AND
CONNECTED TRANSACTION:
ACQUISITION OF THE TARGET GROUP FROM QINGDAO HISENSE AIR-CONDITIONING COMPANY LIMITED AND APPLICATION FOR WHITEWASH WAIVER SUMMARY OF THE PRC VALUATION REPORTS
Financial Adviser to Qingdao Hisense
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Financial Adviser to the Company
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South China Capital Limited
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
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Reference is made to the announcement (“Announcement”) of the Company dated 16 July 2009 in relation to the Acquisition and the Whitewash Waiver. Unless otherwise provided, terms used herein shall have the same meanings as those used in the Announcement.
In accordance with the relevant PRC regulatory requirements including“上市公司重 大資產重組管理辦法”(“Administrative Measures for Major Asset Restructuring of Listed Companies”), the Company has appointed the Asset Valuer to conduct a valuation of the Target Group.
The full version of the valuation reports for each of Hisense Shandong, Hisense Zhejiang, Hisense Beijing (including Hisense Nanjing), Hisense Hitachi, Hisense Mould and Hisense Marketing Business prepared by the Asset Valuer, each of which contains the respective valuation for each of Hisense Shandong, Hisense Zhejiang, Hisense Beijing (including Hisense Nanjing), Hisense Hitachi, Hisense Mould and Hisense Marketing Business derived by the Asset Valuer using both the cost and income approaches, have been published by the Company in Chinese only as overseas regulatory announcements pursuant to Rule 13.09(2) of the Listing Rules on 16 July 2009 (i.e. the date of the Announcement) and will be included in the documents to be on display under Note 1(f) to Rule 8 of the Takeovers Code.
The purpose of this announcement is to give a summary of the PRC Valuation Reports in accordance with Rule 11 of the Takeovers Code (except for the valuation derived by using income approach which does not meet the standards required by Rules 10 and 11.1(a) of the Takeovers Code; and Rule 11.1(b) of the Takeovers Code). The summary will also be disclosed in the Circular.
SUMMARY OF THE PRC VALUATION REPORTS
In respect of the Acquisition, China United Assets Appraisal Co., Ltd. has been commissioned by the Company and Qingdao Hisense to assess the market value of the assets and liabilities related to each of Hisense Shandong, Hisense Zhejiang, Hisense Beijing (including Hisense Nanjing), Hisense Hitachi, Hisense Mould and Hisense Marketing Business, as of the valuation date.
Valuation objective
The objective of the valuation is to determine the market value of all assets and liabilities of Hisense Beijing (including Hisense Nanjing), Hisense Shandong, Hisense
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Zhejiang, Hisense Marketing Business, Hisense Hitachi and Hisense Mould as of the valuation date, in order to provide a price reference basis for the issue of Consideration Shares by the Company for the Acquisition.
Valuation date
The valuation date is 30 April 2009.
Principal valuation basis
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I. Basis in respect of major laws and regulations
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《中華人民共和國公司法》(Company Law of the People’s Republic of China) (as amended at the 18th session of the Standing Committee of the 10th National People’s Congress on 27 October 2005); -
《中華人民共和國土地管理法》(Land Administration Law of the People’s Republic of China) (as amended at the 11th session of the Standing Committee of the 10th National People’s Congress on 28 August 2004); -
《中華人民共和國城市房地產管理法》(Urban Real Estate Administration Law of the People’s Republic of China) (as amended at the 29th session of the Standing Committee of the 10th National People’s Congress on 30 August 2007); -
《企業國有資產監督管理暫行條例》(Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises) (Order No. 378 of the State Council, 2003); -
《國有資產評估管理辦法》(Measures for the Administration of Appraisal of State-owned Assets) (Order No. 91 of the State Council, 1991); -
《國有資產評估管理辦法實施細則》(Detailed Rules for the Implementation of Measures for the Administration of Appraisal of State-owned Assets) (Guo Zi Ban Fa [1992] No. 36); -
《企業國有資產評估管理暫行辦法》(Interim Measures for the Administration of Appraisal of State-owned Assets of Enterprises) (Order No. 12 of State-owned Assets Supervision and Administration Commission of the State Council, 2005); -
《財政部關於改革國有資產評估行政管理方式、加強資產評估監督管理 工作的意見》(Opinions of the Ministry of Finance on Reforming the Administration and Management of Appraisal of State-owned Assets and Strengthening the Supervision and Management of Asset Appraisal) (Guo Ban Fa [2001] No. 102); -
《資產評估操作規範意見(試行)》(Opinions on Standards for the Operation of Asset Appraisal (Trial)) (as promulgated by China Appraisal Society on 7
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May 1996);
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《註冊資產評估師關注評估對象法律權屬指導意見》(Guiding Opinions for Certified Public Valuer on Legal Ownership of Subject under Appraisal) (Chinese Institute of Certified Public Accountants, 2003); -
《企業價值評估指導意見(試行)》(Guiding Opinions for Valuation of Business Enterprises (Trial)) (China Appraisal Society, 30 December 2004); -
《關於改革土地估價結果確認和土地資產處置審批辦法的通知》(Notice on Measures for Reforming the Approval of Land Valuation Results Confirmation and Land Assets Disposal) (Guo Tu Zi Fa [2001] No. 44 of the Ministry of Land and Resources); -
「關於印發《國土資源部關於加強土地資產管理促進國有企業改革和發 展的若干意見》的通知」(“Notice on the Issuance of Certain Opinions of the Ministry of Land and Resources on the Strengthening of Land Assets Management for Facilitating the Reform and Development of State-owned Enterprises”) by the Ministry of Land and Resources (Guo Tu Zi Fa [1999] No. 433); -
《關於印發<土地分類>的通知》(Notice on the Issuance of Land Classification) by the Ministry of Land and Resources (Guo Tu Zi Fa [2001] No. 255) -
II. Basis in respect of valuation standards
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《資產評估準則—基本準則》(Asset Appraisal Standards – Basic Standards) (Cai Qi (2004) No. 20); -
《資產評估職業道德準則—基本準則》(Asset Appraisal Professional Ethics Standards – Basic Standards) (Cai Qi (2004) No. 20); -
《資產評估準則—評估報告》(Asset Appraisal Standards – Valuation Report) (Zhong Ping Xie [2007] No. 189); -
《資產評估準則—評估程序》(Asset Appraisal Standards – Valuation Procedure) (Zhong Ping Xie [2007] No. 189); -
《資產評估價值類型指導意見》(Guiding Opinions for Types of Value under Asset Appraisal) (Zhong Ping Xie [2007] No. 189); -
《資產評估準則—機器設備》(Asset Appraisal Standards – Machinery & Equipment) (Zhong Ping Xie [2007] No. 189); -
《資產評估準則—不動產》(Asset Appraisal Standards – Property) (Zhong Ping Xie [2007] No. 189); -
《企業國有資產評估報告指南》(Guidelines for Valuation Report of State-owned Assets of Enterprises) (Zhong Ping Xie [2008] No. 218); -
《資產評估操作規範意見(試行)》(Opinions on Standards for the Operation
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of Asset Appraisal (Trial)) (as promulgated by China Appraisal Society on 7 May 1996);
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《註冊資產評估師關注評估對象法律權屬指導意見》(Guiding Opinions for Certified Public Valuer on Legal Ownership of Subject under Appraisal) (Chinese Institute of Certified Public Accountants, 2003); -
《企業會計準則—基本準則》(Accounting Standards for Business Enterprises – Basic Standards) (Order No. 33 of the Ministry of Finance of the People’s Republic of China); -
38 specific standards including
《企業會計準則第1號—存貨》(Accounting Standards for Business Enterprises No. 1 – Inventories) (Cai Hui [2006] No. 3 of the Ministry of Finance of the People’s Republic of China); -
《企業會計準則—應用指南》(Accounting Standards for Business Enterprises – Application Guide) (Cai Hui [2006] No. 18 of the Ministry of Finance of the People’s Republic of China); -
《房地產估價規範》(Code for Real Estate Appraisal) (GB/T50291-1999); -
《城鎮土地估價規程》(Regulations for Valuation on Urban Land) (GB/T18508-2001); -
《城鎮土地分等定級規程》(Regulations for Gradation and Classification on Urban Land) (GB/T18507-2001) -
III. Documents on economic behaviour
Resolutions of the board of directors of the Company and Qingdao Hisense relating to the Acquisition.
Valuation assumptions
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The specific valuation purposes set out in the PRC Valuation Reports represent the basic assumptions of the valuation;
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each type of asset under the valuation is based on its actual inventory as at the valuation date, whereas the prevailing market price of the asset is based on the effective domestic price as at the valuation date;
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the valuation assumes that there will be no unforeseen significant changes in the external economic environment after the valuation date;
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the valuation assumes that the operation of enterprises is lawful and there will be no unforeseen factors that will cause a cessation of its ongoing operations;
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the result of valuation represents the prevailing market values for the purposes of the valuation which has been arrived at based on the premises of continual use and open market. Future possible pledges and guarantees, effects on the valuation by additional prices to be paid as a result of special transaction modes, changes in the State’s macroeconomic policies, and effects on the asset values by natural forces and other forces majeure are not taken into consideration;
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the scope of the valuation and data, statements and related information used in this valuation are provided by the enterprises under valuation. The enterprises under valuation are responsible for the truthfulness and completeness for the information provided. The valuation assumes that the abovementioned information and data can truly and completely reflect the actual position of the enterprises;
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the documentary proofs and related information of ownership in the PRC Valuation Reports are provided by the enterprises under valuation. The enterprises under valuation bear legal responsibility for their truthfulness and legality. Unless otherwise specifically stated, the valuation assumes that there is no legal defect in the assets of the enterprises;
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the assessment parameters used in the valuation have not taken into account inflation factors;
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there is no significant change in the prevailing bank interest rates, exchange rates and tax policies of the State; and
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there is no significant change in the enterprise’s management team, which manages the business operation responsibly and diligently by using existing operation modes and plans.
In case of occurrence of events which are inconsistent with the aforesaid assumptions, the results of this valuation would generally become invalid.
Valuation scope and method
The scope and subjects of valuation are all assets and liabilities of Hisense Beijing (including Hisense Nanjing), Hisense Shandong, Hisense Zhejiang, Hisense Marketing Business, Hisense Hitachi and Hisense Mould, including the current assets,
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long-term investment, fixed assets, intangible assets, other assets and current liabilities and non-current liabilities.
The “book value” as shown in the Asset Valuation Detailed Lists is the data which has been provided by assessed companies and audited and adjusted by Guangdong Dahua Delu Certified Public Accountants. Qingdao Hisense together with its subsidiaries and the jointly controlled entity which were included in the scope of valuation have undertaken their respective legality and truthfulness. On this basis, the Asset Valuer conducted thorough examination and verification on the book amount, quantity and status of property right, etc. of the assets and liabilities of the assessed companies included in the scope of valuation under the cooperation of the commissioning parties and assessed companies, and has examined the significant events that may affect the asset valuation.
This valuation complied with the laws, regulations and valuation standards of the PRC related to asset valuation, and followed working principles of independence, objectiveness, fairness and scientificism, and relevant economic principles such as the principle in respect of change in ownership of property right interests and the principle of substitution. The value was calculated and determined by using the cost approach and income approach based on the actual condition of the assessed assets, the relevant information of market transactions and the prevailing market prices of the assets, with reference to the historical cost and income of the assets, assuming the continual use of the assets and the availability of open market.
The value assessed in this valuation is classified as market value.
Valuation results
After having performed necessary asset valuation procedures, the valuation conclusion of the net assets of Hisense Beijing (including Hisense Nanjing), Hisense Shandong, Hisense Zhejiang, Hisense Marketing Business, Hisense Hitachi and Hisense Mould as of 30 April 2009, being the valuation date, by using the cost approach and income approach, is as follows:
I. Valuation results derived from the cost approach
- Hisense Beijing (including Hisense Nanjing)
The book value of assets was RMB475,577,800, with an adjusted book value of RMB475,577,800 and an assessed value of RMB609,724,800, representing a valuation increase of RMB134,146,900 or 28.21%.
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The book value of liabilities was RMB326,564,600, with an adjusted book value of RMB326,564,600 and an assessed value of RMB322,689,000, representing a valuation decrease of RMB3,875,600 or 1.19%.
The book value of net assets was RMB149,013,200, with an adjusted book value of RMB149,013,200 and an assessed value of RMB287,035,800, representing a valuation increase of RMB138,022,600 or 92.62%.
2. Hisense Shandong
The book value of assets was RMB1,135,601,900, with an adjusted book value of RMB1,135,601,900 and an assessed value of RMB1,307,612,300, representing a valuation increase of RMB172,010,300 or 15.15%.
The book value of total liabilities was RMB580,153,400, with an adjusted book value of RMB580,153,400 and an assessed value of RMB580,153,400, representing no valuation increase or decrease.
The book value of net assets was RMB555,448,600, with an adjusted book value of RMB555,448,600 and an assessed value of RMB727,458,900, representing a valuation increase of RMB172,010,300 or 30.97%.
3. Hisense Zhejiang
The book value of assets was RMB312,264,400, with an adjusted book value of RMB312,264,400 and an assessed value of RMB386,577,200, representing a valuation increase of RMB74,312,800 or 23.80%.
The book value of total liabilities was RMB205,902,800, with an adjusted book value of RMB205,902,800 and an assessed value of RMB205,902,800, representing no valuation increase or decrease.
The book value of net assets was RMB106,361,600, with an adjusted book value of RMB106,361,600 and an assessed value of RMB180,674,400, representing a valuation increase of RMB74,312,800 or 69.87%.
4. Hisense Marketing Business
The book value of assets was RMB1,339,006,300, with an adjusted book value of RMB1,339,006,300 and an assessed value of RMB1,375,148,200,
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representing a valuation increase of RMB36,141,900 or 2.70%.
The book value of total liabilities was RMB1,434,102,500, with an adjusted book value of RMB1,434,102,500 and an assessed value of RMB1,434,102,500, representing no valuation increase or decrease.
The book value of net assets was RMB-95,096,200, with an adjusted book value of RMB-95,096,200 and an assessed value of RMB-58,954,300, representing a valuation increase of RMB36,141,900.
5. Hisense Hitachi
The book value of assets was RMB446,821,000, with an adjusted book value of RMB446,821,000 and an assessed value of RMB574,637,700, representing a valuation increase of RMB127,816,700 or 28.61%.
The book value of total liabilities was RMB205,799,300, with an adjusted book value of RMB205,799,300 and an assessed value of RMB205,799,300, representing no valuation increase or decrease.
The book value of owners’ equity was RMB241,021,700, with an adjusted book value of RMB241,021,700 and an assessed value of RMB368,838,400, representing a valuation increase of RMB127,816,700 or 53.03%.
6. Hisense Mould
The book value of assets was RMB219,757,800, with an adjusted book value of RMB219,757,800 and an assessed value of RMB259,270,700, representing a valuation increase of RMB39,512,900 or 17.98%.
The book value of total liabilities was RMB82,706,900, with an adjusted book value of RMB82,706,900 and an assessed value of RMB82,706,900, representing no valuation increase or decrease.
The book value of net assets was RMB137,050,900, with an adjusted book value of RMB137,050,900 and an assessed value of RMB176,563,800, representing a valuation increase of RMB39,512,900 or 28.83%.
- II. Valuation results derived from the income approach According to the financial data, market forecast and corporate development
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planning provided by the commissioning parties, after calculation, the valuation result of the owners’ equity value of Hisense Beijing (including Hisense Nanjing) derived from the income approach was RMB294,255,800; the valuation result of the owners’ equity value of Hisense Shandong derived from the income approach was RMB729,024,600; the valuation result of the owners’ equity value of Hisense Zhejiang derived from the income approach was RMB180,631,200; the valuation result of the net assets value of Hisense Marketing Business derived from the income approach was RMB-57,770,900; the valuation result of the owners’ equity value of Hisense Hitachi derived from the income approach was RMB383,689,700; and the valuation result of the owners’ equity value of Hisense Mould derived from the income approach was RMB181,423,700.
III. Choice of valuation results
Valuation results derived from the income approach are based on the accuracy of forecasts on the future business development and income of a company. In light of the recent volatile economic environment and the uncertainties associated with the forecasts on the future income, and the valuation results derived from the cost approach is the objective reflection of the current situation. Therefore, the valuation results derived from the cost approach shall reflect the equity value of the assessed companies more objectively. Therefore, the valuation results derived from the cost approach were adopted as the results for the valuation.
The valuation conclusion presented in the PRC Valuation Reports is valid for the purpose of the Acquisition only.
The valuation results are valid for use for one year from 30 April 2009 to 29 April 2010.
In case of any conflict between the English version and Chinese version of the summary of the PRC Valuation Reports stated in this announcement, the Chinese version shall prevail.
POTENTIAL TAX LIABILITY
The Directors consider the potential tax liability resulting from the sale of the Target Group at the amount of the valuation is unlikely to crystallise as the Company has no present intention to sell the Target Group upon completion of the Acquisition.
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By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo
Chairman
Foshan City, Guangdong, the PRC, 22 July 2009
As at the date of this announcement, the directors of the Company are Mr. Tang Ye Guo, Mr. Zhou Xiao Tian, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; and the independent non-executive directors of the Company are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to Qingdao Hisense) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
The directors of Qingdao Hisense jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Hisense Kelon Group) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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