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Medlive Technology Co., Ltd. — Capital/Financing Update 2009
Jan 16, 2009
50436_rns_2009-01-16_bee8a978-6b68-4d46-9427-0baf62fdb2dc.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 on External Guarantees
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 on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
Based on the capital needs for production and operation as well as the needs for business development of the Company and its subsidiaries, the Company proposed to provide guarantees amounting to the maximum of RMB1.555 billion to its subsidiaries for the year 2009; the subsidiaries of the Company proposed to provide guarantees amounting to the maximum of RMB1.15 billion to the Company for the year 2009; and the subsidiaries of the Company proposed to provide inter-guarantees amounting to the maximum of RMB752 million for the year 2009. The particulars of the abovementioned guarantees are set forth respectively as follows:
I. The Particulars of the Guarantees in the consolidated financial statements
(1) The particulars of the maximum amount of guarantees to be provided by the Company for its subsidiaries
| No. | Name of Subsidiaries to be Guaranteed |
Percentage of Shareholding (%) |
Percentage of Shareholding (%) |
Maximum Amount of Guarantee_(RMB’0,000)_ |
|---|---|---|---|---|
| Direct | Indirect | |||
| 1 | Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. |
70 | 30 | 80,000 |
| 2 | Guangdong Kelon Air-Conditioner Co., Ltd. |
60 | — | 47,000 |
| 3 | Guangdong Kelon Fittings Co., Ltd. |
70 | 30 | 1,500 |
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| 4 | Hisense Ronshen (Guangdong) Freezer Co., Ltd. |
44 | 56 | 1,500 |
|---|---|---|---|---|
| 5 | Hisense (Chengdu) Refrigerator Co., Ltd. |
75 | 25 | 5,000 |
| 6 | Hisense Ronshen (Yingkou) Refrigerator Co., Ltd. |
42 | 36.79 | 7,000 |
| 7 | Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. |
74.33 | 25.67 | 10,000 |
| 8 | Wuhu Ecan Motors Company Limited |
40 | 40 | 1,000 |
| 9 | Guangdong Kelon Mould Company Limited |
40.22 | 29.89 | 1,000 |
| 10 | Foshan Shunde District Ronshen Plastic Products Co., Ltd. |
44.92 | 25.13 | 1,500 |
| Total | 155,500 |
The amount of guarantees stated in the table above can be used on a revolving basis during the year 2009 (i.e., from 1 January 2009 to 31 December 2009) from the date of approval at the general meeting of the Company.
(2) The particulars of the maximum amount of guarantees to be provided for the Company by its subsidiaries
| No. | Name of Subsidiaries Providing Guarantees | Maximum Amount of Guarantee_(RMB’0,000)_ |
|---|---|---|
| 1 | Guangdong Kelon Fittings Co., Ltd. and Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. |
75,000 |
| 2 | Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. |
30,000 |
| 3 | Guangdong Kelon Fittings Co., Ltd. | 2,000 |
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| 4 | Hisense Ronshen (Guangdong) Freezer Co., Ltd. |
8,000 |
|---|---|---|
| Total | 115,000 |
The amount of guarantees set out in the table above can be used on a revolving basis during the year of 2009 (i.e., from 1 January 2009 to 31 December 2009) from the date of approval at the respective board meeting or shareholders’ general meeting of the Company’s respective subsidiaries providing such guarantees. The resolution in respect of the guarantees to be provided by the subsidiaries of the Company to the Company has been approved at the respective board meetings or general meetings of the subsidiaries of the Company..
(3) The particulars of the inter-guarantees to be provided among the subsidiaries of the Company
| No. | Guarantor | Party Secured | Amount of Guarantee (RMB’0,000) |
|---|---|---|---|
| 1 | Guangdong Kelon Fittings Co., Ltd. and Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. |
Hisense Ronshen (Guangdong) Refrigerator Co., Ltd., Guangdong Kelon Air-Conditioner Co., Ltd., Hisense Ronshen (Guangdong) Freezer Co., Ltd., Guangdong Kelon Fittings Co., Ltd., Foshan Shunde District Ronshen Plastic Products Co., Ltd. and Guangdong Kelon Mould Company Limited |
68,000 |
| 2 | Guangdong Kelon Fittings Co., Ltd. |
Foshan Shunde District Ronshen Plastic Products Co., Ltd. |
900 |
| 3 | Hisense Ronshen (Guangdong) Freezer Co., Ltd. |
Hisense Ronshen (Guangdong) Refrigerator Co., Ltd., Guangdong Kelon Air-Conditioner Co., Ltd. |
6,300 |
| Total | 75,200 |
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The amount of guarantees set out as in the table above can be used on a revolving basis during the year 2009 (i.e., from 1 January 2009 to 31 December 2009) from the date of approval at the respective board meeting or shareholders’ general meeting of the Company’s respective subsidiaries providing such guarantees. The resolution in respect of the inter-guarantees to be provided among the subsidiaries of the Company has been approved at the respective board meetings or general meetings of the subsidiaries of the Company..
(4) Information relating to the subsidiaries to be guaranteed under the above guarantees
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Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. (“ Ronshen Refrigerator”) is a wholly-owned subsidiary of the Company. It was established on 25 December 1995 with its registered address at No.8 Ronggang Road, Ronggui, Shunde, Foshan, and its legal representative being: Tang Ye Guo. The registered capital amounted to US$26.80 million, and its scope of business includes: manufacture and operation of refrigerators and their components. The amount of guarantee to be provided to Ronshen Refrigerator by the Company accounts for 129.35% of the latest audited absolute net asset value of the Company.
-
Guangdong Kelon Air-Conditioner Co., Ltd. (“Kelon Air-Conditioner”) is a subsidiary of the Company which owns its interest as to 60%. It was established on 25 February 1998 with its registered address at No.2, Rongguiqiao East Road, Shunde, Foshan and the legal representative being: Wang Shi Lei. The registered capital amounted to US$36.15 million, and its scope of business includes: manufacture and operation of air-conditioners and home appliances and provision of after-sales services. The amount of guarantee to be provided to Kelon Air-Conditioner by the Company accounts for 76.00% of the latest audited absolute net asset value of the Company.
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Guangdong Kelon Fittings Co., Ltd. (“Kelon Fittings”) is a wholly-owned subsidiary of the Company. It was established on 24 November 1999 with its registered address at No.7 Ronggang Road, Ronggui, Shunde, Foshan and the legal representative being: Wang Shi Lei. The registered capital amounted to US$5.62 million, and its scope of business includes: manufacture and trading of metal products (excluding gold and silver products), plastic products, moulds, semi-conductor mini refrigerators, electric kettles, electric fans, electric rice cookers, range hoods, air purifiers, exhaust fans, dehumidifiers, disinfecting cabinets, driers, drinking fountains, vehicle beverage holders, vehicle power tools, vehicle refrigerators, vacuum cleaners, antenna receivers, satellite antenna and components (installation not included); cookers, gas stoves, kitchen cabinets, tableware; hand-saws,
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barbeque grills. The amount of guarantee to be provided to Kelon Fittings by the Company accounts for 2.42% of the latest audited absolute net asset value of the Company.
-
Hisense Ronshen (Guangdong) Freezer Co., Ltd. (“Ronshen Freezer”) is a wholly-owned subsidiary of the Company. It was established on 25 December 1995 with its registered address at No. 46 Wenfeng North Road, Rongli, Ronggui, Shunde, Foshan and the legal representative being: Wang Shi Lei. The registered capital amounted to RMB237 million, and its scope of business includes: manufacture and trading of small commercial use freezers, coolers and related components and parts, Type 2 medical cold treatment, low-temperature refrigerating equipments and utensils, and provision of after-sales repair and maintenance services. The amount of guarantee to be provided to Ronshen Freezer by the Company accounts for 2.42% of the latest audited absolute net asset value of the Company.
-
Hisense (Chengdu) Refrigerator Co., Ltd. (“Hisense Chengdu”) is a wholly-owned subsidiary of the Company. It was established on 28 March 2007with its registered address at No. 1888 Section 2, Chenglong Road, Longquanyi, Chengdu and the legal representative being: Wang Shi Lei. The registered capital amounted to RMB5 million, and its scope of business includes: manufacture of home appliances and refrigerating equipments, sale of the Company’s products, and provision of related after-sales services. The amount of guarantee to be provided to Hisense Chengdu by the Company accounts for 8.08% of the latest audited absolute net asset value of the Company.
-
Hisense Ronshen (Yingkou) Refrigerator Co., Ltd. (“Hisense Yingkou”) is a subsidiary of the Company which owns its interest as to 78.79%. It was established on 23 December 1996 with its registered address being: No. 20 Shifu Road South, Zhanqian District, Yingkou and the legal representative being: Zhou Xiao Tian. The registered capital amounted to RMB200 million, and its scope of business includes: manufacture of home refrigerators and related components and parts. The amount of guarantee to be provided to Hisense Yingkou by the Company accounts for 11.32% of the latest audited absolute net asset value of the Company.
-
Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. (“Hisense Yangzhou”) is a wholly-owned subsidiary of the Company. It was established on 3 July 2003 with its registered address at Yangzhou Economic Development Zone, and the legal representative being: Wang Shi Lei. The registered capital amounted to US$29.80 million, and the its scope of business includes: manufacture of energy-saving and environmental-friendly refrigerators and other energy-saving refrigerating appliances products; sale of
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self-manufactured products of the Company; design and development of energy-saving and environmental-friendly refrigerating appliances; development, application and promotion of new technologies, new materials, new techniques and new methods. The amount of guarantee to be provided to Hisense Yangzhou by the Company accounts for 16.17% of the latest audited absolute net asset value of the Company.
-
Wuhu Ecan Motors Company Limited (“Wuhu Ecan”) is a subsidiary of the Company which owns its interest as to 80%. It was established on 2 December 1999 with its the registered address at Wuhu Economic Development Zone, and the legal representative being: Tang Ye Guo. The registered capital amounted to US$7.21 million, and its scope of business includes manufacture and sale of self-produced motor starters and permanent magnet direct current brushless motors, micro-alternating current machines and electrical equipments. The amount of guarantee provided to Wuhu Ecan by the Company accounts for 1.62% of the latest audited absolute net asset value of the Company. 9. Foshan Shunde District Ronshen Plastic Products Co., Ltd. (“ Ronshen Plastic”) is a subsidiary of the Company which owns its interest as to 70%. It was established on 18 October 1991 with its registered address at No. 6 Rongqi Road East, Ronggui, Shunde, Foshan, and the legal representative being: Tang Ye Guo. The registered capital amounted to US$15.80 million, and its scope of business includes: manufacture and trading of plastic products. The amount of guarantee to be provided to Ronshen Plastic by the Company accounts for 2.42% of the latest audited absolute net asset value of the Company.
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Guangdong Kelon Mould Company Limited (“Kelon Mould”) has a registered capital of US$15 million. It was established on 20 July 1994 with its the registered address at No. 7 Ronggang Road, Ronggui, Shunde, Foshan, and the legal representative being: Wang Shi Lei. Its scope of business includes : manufacture and sale of moulds. The amount of guarantee to be provided to Kelon Mould by the Company accounts for 1.62% of the latest audited absolute net asset value of the Company.
Major financial information of the companies guaranteed as at 31 December 2007 is set out as follows: (Unit: RMB, and the figures of income and profit are those for the year 2007)
Income from Name of Total Asset Net Asset Principal Net Profit Gross Profit Company Activities
Ronshen 1,727,329,722.88 586,013,626.81 3,691,718,697.96 33,413,736.00 43,500,800.29
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Refrigerator
| Kelon | |||||
|---|---|---|---|---|---|
| 678,141,347.90 | -305,256,175.19 | 3,132,787,140.04 | 39,889,355.06 | 39,889,355.06 | |
| Air-Conditioner | |||||
| Kelon Fittings | 168,039,126.70 | 12,698,418.50 | 494,632,813.11 | -13,647,860.62 | -13,647,860.62 |
| Ronshen | |||||
| 185,322,177.52 | 89,350,725.98 | 350,863,182.90 | 16,349,540.33 | 16,349,540.33 | |
| Freezer | |||||
| Hisense | |||||
| 239,168,097.05 | -1,076,534.48 | 150,559,465.11 | -3,076,384.48 | -2,910,427.95 | |
| Chengdu | |||||
| Hisense | |||||
| 263,070,618.10 | 126,503,093.34 | 483,122,909.81 | -12,143,121.31 | -12,143,121.31 | |
| Yingkou | |||||
| Hisense | |||||
| 380,952,172.98 | 139,859,802.91 | 383,197,638.82 | 18,501,075.86 | 18,501,075.86 | |
| Yangzhou | |||||
| Wuhu Ecan | 46,105,414.11 | 9,380,782.96 | 59,035,975.41 | -2,918,069.03 | -2,918,069.03 |
| Ronshen | |||||
| 304,043,148.35 | 271,069,967.70 | 278,151,604.19 | -2,183,168.92 | -2,183,168.92 | |
| Plastic | |||||
| Kelon Mould | 150,620,374.22 | 129,825,750.69 | 70,289,873.45 | 1,673,050.97 | 1,771,935.48 |
Major financial information of the companies guaranteed as at 30 September 2008 is set out as follows: (Unit: RMB, and the figures of income and profit are those for the first three quarters of 2008)
| Income from | |||||
|---|---|---|---|---|---|
| Name of | |||||
| Company | Total Asset | Net Asset | Principle Activities |
Net Profit | Gross Profit |
| Ronshen | |||||
| 2,008,845,093.34 | 600,974,863.24 | 2,870,092,440.71 | 14,961,236.42 | 15,717,371.54 | |
| Refrigerator | |||||
| Kelon | |||||
| 976,593,721.27 | -323,405,778.36 | 2,513,510,924.11 | -18,149,603.17 | -18,149,603.17 | |
| Air-Conditioner | |||||
| Kelon Fittings | 164,897,065.87 | 2,254,458.47 | 396,261,400.51 | -10,443,960.03 | -10,443,960.03 |
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| Ronshen | |||||
|---|---|---|---|---|---|
| 226,676,744.37 | 99,520,793.28 | 358,643,238.97 | 10,170,067.29 | 10,170,067.29 | |
| Freezer | |||||
| Hisense | |||||
| 333,943,294.42 | 9,954,255.15 | 361,563,131.36 | 10,864,833.10 | 10,864,833.10 | |
| Chengdu | |||||
| Hisense | |||||
| 178,090,307.81 | 118,466,911.40 | 325,912,107.18 | -8,036,181.94 | -8,036,181.94 | |
| Yingkou | |||||
| Hisense | |||||
| 520,611,435.67 | 222,059,786.67 | 940,104,612.16 | 82,199,983.76 | 82,199,983.76 | |
| Yangzhou | |||||
| Wuhu Ecan | 6,646,978,418.88 | 1,347,857,287.47 | 8,557,557,523.48 | 72,760,015.43 | 79,923,591.34 |
| Ronshen | |||||
| 291,708,801.42 | 270,874,735.75 | 154,530,043.40 | -395,378.00 | -395,378.00 | |
| Plastic | |||||
| Kelon Mould | 151,612,349.49 | 130,113,570.22 | 55,178,103.37 | -175,655.67 | -3,848.88 |
(5) Signing and performance of guarantee agreements
The above guarantee agreements have not been signed and their main contents are still subject to negotiations between the guarantor(s), being the Company or its subsidiaries, and the banks.
(6) Opinion of the board of directors on the above guarantees
Given the production and operation situation of the Company and its subsidiaries, the proposed guarantees stated above are for the benefit of the Company and its subsidiaries in obtaining the required working capital for business development and positive growth, and are in the interests of the Company and its subsidiaries as a whole. Meanwhile, after assessing the profitability and solvency of the related subsidiaries, it is considered that the operation of the related subsidiaries is stable with sound asset quality and strong ability to perform contracts and agreements so that ng their ability of repayment of loans are assured . The board of directors of the Company is of the view that the risks relating to the provision of the guarantees are under control.
In respect of the above guarantees to be provided by the Company for its subsidiaries, the Company has communicated with the shareholders of the non-wholly-owned subsidiaries in seeking their joint responsibility for the guarantees to be provided for the loans of the
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subsidiaries in proportion to their respective percentage of shareholding. The other shareholder of Wuhu Ecan Motors Company Limited agreed to jointly assume the guarantee responsibility with the Company in proportion to the percentage of its shareholding. Other shareholders of Kelon Mould and Ronshen Plastic have clearly expressed that they would not assume any guarantee responsibility on such financing. The Company has already sought in writing the opinions from the other shareholders of Hisense Yingkou in respect of these matters, but no response has been received to date. The Company was not able to contact the other shareholders of Kelon Air-Conditioner. There is no counter-guarantee in the above-mentioned guarantees.
II. The resolutions in respect of the proposed provision of guarantees for the relevant subsidiaries of the Company were passed at the 2009 second meeting of the Company’s sixth session of the board of directors. Eight of the eight eligible directors attended the meeting. The convening of and the voting at the meeting are in compliance with the relevant provisions of the Companies Law of the People’s Republic of China and the Articles of Association of the Company. The resolutions were passed with 8 affirmative votes, 0 against vote and 0 abstention vote after consideration. The guarantees are now subject to the consideration and approval by the shareholders at the general meeting.
III. Cumulative amounts of external guarantees and overdue guarantees
As at 31 December 2008, the cumulative amount of external guarantees of the Company and its subsidiaries was RMB973,645,300. There was no overdue guarantee and there was no guarantee which was related to litigation.
IV. Other Explanation
The term “revolving use” appeared in this announcement means: the above-listed guarantees could be provided for at any time during the guarantee period by the guarantors to the guaranteed, provided that the guarantees to be provided shall be equal to or less than the maximum amount of the guarantees specified above.
V. Documents for Inspection
1) The resolution of the board of directors of the Company.
Suspension and Update on Resumption of Trading in the H shares
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At the request of the Company, trading in the H shares of the Company was suspended from 10:00 a.m. on 16 June 2005, pending the release of an announcement in relation to price-sensitive information of the Company.
Further to the announcement of the Company dated 6 June 2008 in relation to the conditional approval by the Stock Exchange for the resumption of trading in the H shares of the Company, the Company has fulfilled the conditions and expects to make an application to the Stock Exchange for the resumption of trading in the H shares of the Company with effect from 9:30 a.m. on 21 January 2009. The Company will make a further announcement to remind the shareholders of the Company about the resumption of trading in the H shares of the Company prior to 21 January 2009.
By order of the Board of
Hisense Kelon Electrical Holdings Company Limited
Tang Ye Guo
As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, 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, 16 January 2009.
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