AI assistant
Medlive Technology Co., Ltd. — Capital/Financing Update 2010
Jun 8, 2010
50436_rns_2010-06-08_721093a5-6890-436c-ba95-4ba2b054bd70.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
==> picture [369 x 38] intentionally omitted <==
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
(A) CHANGES IN SHAREHOLDING STRUCTURE,
(B) EXPECTED DATE FOR THE LISTING OF
CONSIDERATION SHARES ON
THE SHENZHEN STOCK EXCHANGE AND
(C) COMPLETION
The board of directors (the “ Board ”) of Hisense Kelon Electrical Holdings Company Limited (the “ Company ”) is pleased to announce the following: (a) the changes in its shareholding structure as a result of the completion of the issue of the Consideration Shares; (b) the expected date of listing of the Consideration Shares on the Shenzhen Stock Exchange; and (c) the transaction is expected to be completed on 10 June 2010.
Reference is made to the announcements of the Company dated 16 July 2009 and 26 March 2010, and the circular of the Company (the “ Circular ”) dated 31 July 2009 in relation to the acquisition of the Target Group from Qingdao Hisense Air-Conditioning Company Limited and the application for Whitewash Waiver. Unless defined otherwise, capitalized terms used in this announcement shall have the same meaning as those used in the Circular.
1
(I) Introduction
On 26 March 2010, the Company received from the CSRC the Letter of Reply Concerning the Approval for the Major Asset Restructuring of Hisense Kelon Electrical Holdings Company Limited and the Acquisition of Assets through Issuance of Shares to Qingdao Hisense Air-Conditioning Company Limited (Zheng Jian Xu Ke [2010] No. 329) and the Letter of Reply Concerning the Approval for the Announcement by Qingdao Hisense Air-Conditioning Company Limited of the Acquisition Report of Hisense Kelon Electrical Holdings Company Limited and the Waiver of its General Offer Obligation (Zheng Jian Xu Ke [2010] No. 330).
The CSRC approved the Company to issue 362,048,187 A shares at the issue price of RMB3.42 per share to Qingdao Hisense, a substantial shareholder of the Company, as consideration for the acquisition of the relevant assets, and approved that Qingdao Hisense, which will increase its shareholding in the Company by 362,048,187 A Shares to a total of 612,221,909 A Shares, be exempted from its obligation to make a general offer as a result of such increase.
(II) Issue of the Consideration Shares
As approved by the Independent Shareholders on 31 August 2009 and by the CSRC on 26 March 2010, a total of 362,048,187 A shares have been issued by the Company to Qingdao Hisense at the issue price of RMB3.42 per share as consideration for the acquisition of the relevant assets. After having duly completed the relevant registration procedures, the Consideration Shares would be deposited into the account of Qingdao Hisense with China Securities Depository and Clearing Corporation Limited, Shenzhen Branch on 10 June 2010.
Prior to the issue of the Consideration Shares by the Company to Qingdao Hisense, Qingdao Hisense held a total of 250,173,722 A shares of the Company, which accounts for approximately 25.22% of the Company’s total issued capital. Immediately after the issue of the Consideration Shares, Qingdao Hisense holds a total of 612,221,909 A shares of the Company, which accounts for approximately 45.21% of the Company’s total issued share capital.
As at 28 April 2010, the procedures for the change of business registration of the
2
subject assets under the major asset restructuring have been completed. Pursuant to the Audit Report dated 18 May 2010 prepared by BDO China Li Xin Da Hua CPA Co., Ltd., the audited net asset value in accordance with PRC GAAP of the Target Group as at the Completion Date is more than its audited pro forma net asset value in accordance with PRC GAAP as at 30 April 2009. According to the Acquisition Agreement, the Company will not be required to pay such excess amount to Qingdao Hinsense.
According to the Review Report of the Profit Forecast (Hua De Zhuan Shen Zi [2009] No. 327) dated 29 June 2009 and issued by BDO China Li Xin Da Hua CPA Co., Ltd., the forecast net profit attributible to the equity holders of the Target Group for the year 2009,prepared in accordance with PRC GAAP, is approximately RMB63.8046 million.
On 18 May 2010, BDO China Li Xin Da Hua CPA Co., Ltd. issued an Audit Report (Li Xin Da Hua Shen Zi [2010] No. 2243) in relation to the pro forma financial statements prepared for the actual profit and loss of the Target Group for the year 2009. The actual net profit attributible to the equity holders of the Target Group for the year 2009, prepared in accordance with PRC GAAP, is approximately RMB84.3612 million, which is higher than the profit forecast made in this restructuring.
Besides, during the course of the restructuring, there is no other discrepancy between the actual conditions and the information disclosed previously (including the ownerships of the relevant assets and the historical financial data).
The relevant documents containing the details in relation to the issue of the Consideration Shares prepared in accordance with the rules of CSRC and the Shenzhen Stock Exchange are also available on the website designed by the Shenzhen Stock Exchange at www.cninfo.com.cn and has been published by the Company as an overseas regulatory announcement pursuant to Rule 13.09(2) of the Listing Rules.
(III) Changes in Shareholding Structure of the Company
The following table sets out the shareholding structure of the Company before and after the completion of the issue of the Consideration Shares:
3
| Before the issue of Consideration Shares |
Before the issue of Consideration Shares |
Before the issue of Consideration Shares |
After the issue of Consideration Shares |
After the issue of Consideration Shares |
After the issue of Consideration Shares |
|
|---|---|---|---|---|---|---|
| Shareholders | Type of Shares |
No. of Shares | % | Type of Shares |
No. of Shares | % |
| Qingdao Hisense and parties acting in concert with | it | |||||
| Qingdao Hisense |
A Shares | 250,173,722* | 25.22 | A Shares | 612,221,909** | 45.21 |
| Sub-total | A Shares | 250,173,722 | 25.22 | A Shares | 612,221,909 | 45.21 |
| Public A Shareholders |
A Shares | 282,243,033 | 28.45 | A Shares | 282,243,033 | 20.85 |
| Public H Shareholders |
H Shares | 459,589,808 | 46.33 | H Shares | 459,589,808 | 33.94 |
| Total | 992,006,563 | 100.00 | 1,354,054,750 | 100.00 |
Note: *Of the 250,173,722 A shares of the Company held by Qingdao Hisense before the issue of the Consideration Shares, 234,375,922 A shares are subject to trading moratorium.
**Of the 612,221,909 A shares of the Company held by Qingdao Hisense after the issue of the Consideration Shares, all are subject to trading moratorium.
(IV) Expected Date of the Listing of the Consideration Shares on the Shenzhen Stock Exchange
Pursuant to the non-disposal undertaking made by Qingdao Hisense, it will not transfer the Consideration Shares as well as the A shares of the Company originally held by Qingdao Hisense for a period of 36 months from the date of listing of the Consideration Shares on the Shenzhen Stock Exchange. The Consideration Shares allotted and issued by way of non-public issue are eligible for listing and trading on the Shenzhen Stock Exchange subject to a trading moratorium of 36 months from 10 June 2010, the expected date of listing of the Consideration Shares on the Shenzhen Stock Exchange.
4
(V) Completion
The transaction is expected to be completed on 10 June 2010.
By Order of the Board of
Hisense Kelon Electrical Holdings Company Limited
Tang Ye Guo
Chairman
Foshan City, Guangdong, the PRC, 8 June 2010
As at the date of this announcement, the executive 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 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 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.
5