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Medlive Technology Co., Ltd. — Capital/Financing Update 2010
Nov 12, 2010
50436_rns_2010-11-12_826dd512-c295-4bfc-8419-143907cc0fce.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.
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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)
DISCLOSEABLE TRANSACTION(S)
– DISPOSAL OF CERTAIN SHARES IN HUAYI COMPRESSOR COMPANY LIMITED
In a series of on-market transactions between 3 August 2010 and 11 November 2010, the Company had disposed of an aggregate of 17,826,240 A shares of Huayi Compressor (representing approximately 5.49% of the A shares of Huayi Compressor) for an aggregate cash consideration of approximately RMB 177,500,000. Of the Disposed Shares, an aggregate of 6,606,240 A shares of Huayi Compressor (representing approximately 2.04% of the A shares of Huayi Compressor) were disposed of by the Company through centralized bidding between 3 August 2010 and 26 October 2010, and an aggregate of 11,220,000 A shares of Huayi Compressor (representing approximately 3.45% of the A shares of Huayi Compressor) were disposed of by the Company through the block trade system on 11 November 2010.
As the applicable percentage ratios for the disposal of the Disposed Shares are more than 5% but less than 25%, such disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is therefore subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
DISPOSAL OF CERTAIN SHARES IN HUAYI COMPRESSOR COMPANY LIMITED
Reference is made to the announcement of Hisense Kelon Electrical Holdings Company Limited (the “ Company ”) dated 11 May 2010 in relation to the Company’s proposed disposal of part of the Company’s shareholdings in Huayi Compressor Company Limited (“ Huayi Compressor ”) (A-share stock code: 000404), a company incorporated in the People’s Republic of China and whose A shares are listed on the Shenzhen Stock Exchange, which is principally engaged in the production and sale of fluorine-free compressors, refrigerators and their components. Reference is also made to the announcement of the Company dated 3 August 2010 in relation to the disposal of 11,392,065 A shares of Huayi Compressor in a series of on-market transactions between 24 March 2010 and 2 August 2010.
In a series of on-market transactions between 3 August 2010 and 11 November 2010, the Company had disposed of an aggregate of 17,826,240 A shares of Huayi Compressor (representing approximately 5.49% of the A shares of Huayi Compressor) (the “ Disposed Shares ”) for an aggregate cash consideration of approximately RMB177,500,000. Of the Disposed Shares, an aggregate of 6,606,240 A shares of Huayi Compressor (representing approximately 2.04% of the A
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shares of Huayi Compressor) (the “ Disposed Shares 1 ”) were disposed of by the Company between 3 August 2010 and 26 October 2010 through centralized bidding. The consideration for the disposal of the Disposed Shares 1 was based on prevailing market prices of the shares of Huayi Compressor at the relevant times of the disposal and the Company is not aware of the identities of the purchasers of the Disposed Shares 1. On the other hand, the Company disposed of an aggregate of 11,220,000 A shares of Huayi Compressor (representing approximately3.45% of the A shares of Huayi Compressor) (the “ Disposed Shares 2 ”) to some individuals (who, to the best of the knowledge, information and belief of the directors of the Company having made all reasonable enquiries, are third parties independent of and not connected with the Company and its connected persons) through the block trading system on 11 November 2010. The consideration for the disposal of the Disposed Shares 2 was determined by bargaining and negotiations between the buyers and seller on arm’s length basis after taking into account the market price of the shares of Huayi Compressor at the time of the disposal with a reasonable discount, and the disposal was completed after confirmation by the Shenzhen Stock Exchange.
Immediately after the disposal of the Disposed Shares, the Company’s shareholding in Huayi Compressor was reduced to 30,081,695 A shares (representing approximately 9.27 % of the A shares of Huayi Compressor) as at 11 November 2010.
INFORMATION OF HUAYI COMPRESSOR
Based on the audited consolidated financial statements of Huayi Compressor which were prepared in accordance with accounting principles and practices generally accepted in the People’s Republic of China, for the two years ended 31 December 2009, its net profits before taxation were about RMB89,783,519.03 and RMB199,856,931.51 respectively and its net profits attributable to the shareholders of the parent company were about RMB26,231,233.38 and RMB87,243,772.95 respectively. By way of equity accounting, Huayi Compressor recorded gains in investment totalling approximately RMB4,790,000 and RMB15,930,000 respectively for the Company for the year ended 31 December 2008 and for the year ended 31 December 2009 in accordance with its shareholdings in Huayi Compressor. The book value of the Disposed Shares as at 31 December 2009 was approximately RMB34,640,000.
REASONS FOR THE DISPOSAL
The Company’s shareholding in Huayi Compressor is now no longer subject to the selling moratorium. The Company disposed of part of its shareholdings in Huayi Compressor in order to better leverage on the shares in Huayi Compressor held by the Company, and supplement the Company’s need for cash flow during the course of its normal production and operational activities and at the same time to generate better returns for the Company. The directors of the Company believe that the terms of the transactions are fair and reasonable and in the interests of the shareholders as a whole.
USE OF PROCEEDS
It is expected that the net proceeds from the disposal of the Disposed Shares will be used to supplement the Company’s need for cash flow during the course of its normal production and operational activities.
FINANCIAL EFFECTS OF THE DISPOSAL
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Subject to the review and confirmation by the auditors, based on the consideration of approximately RMB177,500,000 for the aggregate disposal of the Disposed Shares, and the carrying value of the Disposed Shares of approximately RMB34,640,000 as at 31 December 2009, it is expected that the Company will record a net gain of approximately RMB142,450,000 in the consolidated income statements of the Company for the year ending 31 December 2010 as a result of the disposal of the Disposed Shares.
GENERAL
As the applicable percentage ratios for the disposal of the Disposed Shares are more than 5% but less than 25%, such disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is therefore subject to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Listing Rules requirements
During the process of disposing of the Company’s shareholding in Huayi Compressor, the Company will strictly comply with the relevant provisions and requirements of Guiding Opinions on the Listed Companies’ Transfer of Original Shares Released from Trading Restrictions, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and timely comply with its obligations in information disclosure. Should there be matters that warrant the submission to the general meeting of the Company for consideration and approval under the provisions and requirements of the relevant rules during the process of the disposal, the Company will timely comply with the relevant requirements.
Further announcement(s) will be made upon a subsequent transaction or a series of subsequent transactions (aggregated under Rules 14.22 and 14.23 of the Listing Rules) which involves the disposal of the Company’s equity interests in Huayi Compressor constitutes a separate discloseable transaction or (when aggregated with the disposal of the Disposed Shares) a major transaction or a very substantial disposal under the Listing Rules.
Information for Shareholders
The Company, incorporated in the People’s Republic of China, is principally engaged in manufacture and sales of home electrical appliances such as refrigerators, air-conditioners and freezers.
By order of the Board
Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 12 November 2010
As at the date of this announcement, the Company’s directors 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 Company’s independent non-executive directors are Mr. Zhang Sheng Ping and Mr. Cheung Yui Kai, Warren.
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