AI assistant
Medlive Technology Co., Ltd. — Capital/Financing Update 2016
Oct 26, 2016
50436_rns_2016-10-26_b1474c34-7bac-422d-8a21-4a81333ac859.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.
==> picture [234 x 57] 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)
DISCLOSEABLE TRANSACTIONS SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS
The Board is pleased to announce that from June 2016 to October 2016, the Company and its subsidiaries, Hisense Refrigerator and Air-conditioner Marketing Company, entered into the Wealth Management Agreements to subscribe for the Wealth Management Products in an aggregate subscription amount of RMB600,000,000 (equivalent to approximately HK$694,008,790 [Note 1] ). The Group utilised its idle funds for the payment of the subscription amount under each of the Wealth Management Agreements.
Each of the Wealth Management Agreements by itself does not constitute discloseable transaction of the Company under Rule 14.06 of the Listing Rules. However, pursuant to Rule 14.22 of the Listing Rules, the relevant subscription amounts under the Wealth Management Agreements will be aggregated. The relevant applicable percentage ratios (defined under the Listing Rules) of the transactions under the Wealth Management Agreements, on an aggregate basis, exceed 5% but are lower than 25%. Therefore, the transactions under the Wealth Management Agreements, on an aggregate basis, constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements under the Listing Rules.
The Board is pleased to announce that from June 2016 to October 2016, the Company and its subsidiaries, Hisense Refrigerator and Air-conditioner Marketing Company, entered into the Wealth Management Agreements to subscribe for the Wealth Management Products in an aggregate subscription amount of RMB600,000,000 (equivalent to approximately HK$694,008,790 [Note 1] ). The Group utilised its idle funds for the payment of the subscription amount under each of the Wealth Management Agreements.
1
The First Wealth Management Agreement
-
(1) Subscription date:
-
(2) Name of product:
-
30 June 2016
“Aggressive Fortune Vehicle Xinke Wealth Management Product” (財富班車進取之新客理財).
-
(3) Parties:
-
(i) The SPD Bank as issuer; and
-
(ii) The Company as subscriber.
To the best knowledge, information and belief of the Directors, the SPD Bank and its ultimate beneficial owners are not connected persons of the Company and are third parties independent of the Company and its connected persons.
-
(4) Type of product: Non-principal-guaranteed with floating return.
-
(5) Risk rating of product: Low.
(6) Principal amount of RMB100,000,000 (equivalent to approximately subscription: HK$116,983,692 [Note2] ). The Board considers that the consideration for the subscription was determined on the basis of arm’s length commercial terms.
-
(7) Currency of subscription: Renminbi.
-
(8) Term of investment: 68 days.
-
(9) Expected return on 4.40% after payment of the fees. annualised basis:
-
(10) Investment scope of the product:
The First Wealth Management Product invests in cash, treasury bonds, local treasury bonds, central bank bills, policy financial bonds, credit bonds such as short-term financing bonds, medium-term notes, subordinated debt, enterprise bonds, corporate bonds, private placement of debt financing instruments, ABS, ABN and ABS subordinated
2
bonds which are rated “AA” or above (rated “A-” (inclusive) or above in respect of credit bonds for which the SPD Bank is the lead underwriter), non-standardized debt assets which fulfill regulatory requirements such as repurchases, interbank lending, income receipts of securities dealers, preference shares, interbank deposits, currencies funds and credit assets, placement scheme and trust scheme of securities dealers/funds/insurance companies, etc.
- (11) Payment of return on principal upon maturity:
The principal and return will be deposited to the Company’s designated account on the maturity date if it is a Working Day, or on the following Working Day if the maturity date falls on a non-Working Day.
-
(12) Right of early The SPD Bank is entitled to early termination of the First termination: Wealth Management Product.
-
The Second Wealth Management Agreement
-
(1) Subscription date:
-
(2) Name of product:
30 June 2016
“Aggressive Fortune Vehicle Xinke Wealth Management Product” (財富班車進取之新客理財).
-
(3) Parties:
-
(i) The SPD Bank as issuer; and
-
(ii) Hisense Refrigerator as subscriber.
To the best knowledge, information and belief of the Directors, the SPD Bank and its ultimate beneficial owners are not connected persons of the Company and are third parties independent of the Company and its connected persons.
-
(4) Type of product: Non-principal-guaranteed with floating return.
-
(5) Risk rating of product: Low.
-
(6) Principal amount of subscription:
RMB100,000,000 (equivalent to approximately HK$116,983,692 [ Note2] ). The Board considers that the
3
consideration for the subscription was determined on the basis of arm’s length commercial terms.
-
(7) Currency of subscription:
-
Renminbi.
-
(8) Term of investment: 68 days.
-
(9) Expected return on 4.40% after payment of the fees. annualised basis:
-
(10) Investment scope of the product:
-
The Second Wealth Management Product invests in cash, treasury bonds, local treasury bonds, central bank bills, policy financial bonds, credit bonds such as short-term financing bonds, medium-term notes, subordinated debt, enterprise bonds, corporate bonds, private placement of debt financing instruments, ABS, ABN and ABS subordinated bonds which are rated “AA” or above (rated “A-” (inclusive) or above in respect of credit bonds for which the SPD Bank is the lead underwriter), non-standardized debt assets which fulfill regulatory requirements such as repurchases, interbank lending, income receipts of securities dealers, preference shares, interbank deposits, currencies funds and credit assets, placement scheme and trust scheme of securities dealers/funds/insurance companies, etc.
-
(11) Payment of return on The principal and return will be deposited to the Hisense principal upon maturity: Refrigerator’s designated account on the maturity date if it is a Working Day, or on the following Working Day if the maturity date falls on a non-Working Day.
-
(12) Right of early termination:
-
The SPD Bank is entitled to early termination of the Second Wealth Management Product.
The Third Wealth Management Agreement
-
(1) Subscription date: 9 September 2016
-
(2) Name of product: “Aggressive Fortune Vehicle Xinke Wealth Management Product” (財富班車進取之新客理財).
4
(3) Parties: (i) The SPD Bank as issuer; and
- (ii) Air-conditioner Marketing Company as subscriber.
To the best knowledge, information and belief of the Directors, the SPD Bank and its ultimate beneficial owners are not connected persons of the Company and are third parties independent of the Company and its connected persons.
-
(4) Type of product: Non-principal-guaranteed with floating return.
-
(5) Risk rating of product: Low.
-
(6) Principal amount of RMB100,000,000 (equivalent to approximately subscription: HK$116,415,791 [Note3] ). The Board considers that the consideration for the subscription was determined on the basis of arm’s length commercial terms.
-
(7) Currency of subscription: Renminbi.
-
(8) Term of investment: 68 days.
-
(9) Expected return on 4.30% after payment of the fees. annualised basis:
-
(10) Investment scope of the product:
The Third Wealth Management Product invests in cash, treasury bonds, local treasury bonds, central bank bills, policy financial bonds, credit bonds such as short-term financing bonds, medium-term notes, subordinated debt, enterprise bonds, corporate bonds, private placement of debt financing instruments, ABS, ABN and ABS subordinated bonds which are rated “AA” or above (rated “A-” (inclusive) or above in respect of credit bonds for which the SPD Bank is the lead underwriter), non-standardized debt assets which fulfill regulatory requirements such as repurchases, interbank lending, income receipts of securities dealers, preference shares, interbank deposits, currencies funds and credit assets, placement scheme and trust scheme of securities dealers/funds/insurance companies, etc.
5
(11) Payment of return on The principal and return will be deposited to the principal upon maturity: Air-conditioner Marketing Company’s designated account on the maturity date if it is a Working Day, or on the following Working Day if the maturity date falls on a non-Working Day.
-
(12) Right of early The SPD Bank is entitled to early termination of the Third termination: Wealth Management Product.
-
The Fourth Wealth Management Agreement
-
(1) Subscription date: 25 October 2016
-
(2) Name of product:
“Aggressive Fortune Vehicle No.3” (財富班車進取 3 號).
-
(3) Parties: (i) The SPD Bank as issuer; and
-
(ii) Air-conditioner Marketing Company as subscriber.
To the best knowledge, information and belief of the Directors, the SPD Bank and its ultimate beneficial owners are not connected persons of the Company and are third parties independent of the Company and its connected persons.
-
(4) Type of product: Non-principal-guaranteed with floating return.
-
(5) Risk rating of product: Low.
-
(6) Principal amount of RMB100,000,000 (equivalent to approximately subscription: HK$114,609,240 [Note4] ). The Board considers that the consideration for the subscription was determined on the basis of arm’s length commercial terms.
-
(7) Currency of subscription: Renminbi.
-
(8) Term of investment:
-
90 days.
-
(9) Expected return on 3.75% after payment of the fees.
6
annualised basis:
-
(10) Investment scope of the product:
-
The Fourth Wealth Management Product invests in cash, treasury bonds, local treasury bonds, central bank bills, policy financial bonds, credit bonds such as short-term financing bonds, medium-term notes, subordinated debt, enterprise bonds, corporate bonds, private placement of debt financing instruments, ABS, ABN and ABS subordinated bonds which are rated “AA” or above (rated “A-” (inclusive) or above in respect of credit bonds for which the SPD Bank is the lead underwriter), non-standardized debt assets which fulfill regulatory requirements such as repurchases, interbank lending, income receipts of securities dealers, preference shares, interbank deposits, currencies funds and credit assets, placement scheme and trust scheme of securities dealers/funds/insurance companies, etc.
-
(11) Payment of return on The principal and return will be deposited to the principal upon maturity: Air-conditioner Marketing Company’s designated account on the maturity date if it is a Working Day, or on the following Working Day if the maturity date falls on a non-Working Day.
-
(12) Right of early The SPD Bank is entitled to early termination of the Fourth termination: Wealth Management Product.
The Fifth Wealth Management Agreement
-
(1) Subscription date: 26 October 2016
-
(2) Name of product:
-
“Yue Tian Li” (月添利).
-
(3) Parties: (i) The SPD Bank as issuer; and
-
(ii) Air-conditioner Marketing Company as subscriber.
To the best knowledge, information and belief of the Directors, the SPD Bank and its ultimate beneficial owners are not connected persons of the Company and are third parties independent of the Company and its connected
7
persons.
-
(4) Type of product: Non-principal-guaranteed with floating return.
-
(5) Risk rating of product: Low.
(6) Principal amount of RMB200,000,000 (equivalent to approximately subscription: HK$229,016,375 [Note5] ). The Board considers that the consideration for the subscription was determined on the basis of arm’s length commercial terms.
-
(7) Currency of subscription: Renminbi.
-
(8) Term of investment: 32 days.
-
(9) Expected return on 3.50% after payment of the fees. annualised basis:
-
(10) Investment scope of the product:
The Fifth Wealth Management Product invests in cash, treasury bonds, local treasury bonds, central bank bills, policy financial bonds, credit bonds such as short-term financing bonds, medium-term notes, subordinated debt, enterprise bonds, corporate bonds, private placement of debt financing instruments, ABS, ABN and ABS subordinated bonds which are rated “AA” or above (rated “A-” (inclusive) or above in respect of credit bonds for which the SPD Bank is the lead underwriter), non-standardized debt assets which fulfill regulatory requirements such as repurchases, interbank lending, income receipts of securities dealers, preference shares, interbank deposits, currencies funds and credit assets, placement scheme and trust scheme of securities dealers/funds/insurance companies, etc.
- (11) Payment of return on principal upon maturity:
The principal and return will be deposited to the Air-conditioner Marketing Company’s designated account on the maturity date if it is a Working Day, or on the following Working Day if the maturity date falls on a non-Working Day.
- (12) Right of early
The SPD Bank is entitled to early termination of the Fifth
8
Wealth Management Product.
termination:
REASONS AND BENEFITS FOR THE SUBSCRIPTIONS
The subscriptions of the Wealth Management Products are made from the idle self-owned funds of the Group and such utilisation of idle self-owned funds for entrusted wealth management is beneficial for enhancing efficiency of use of idle self-owned funds of the Group and would not affect the daily operation and the principal business development of the Group and will not adversely affect the interests of medium and small investors of the Company.
The Board considers that the subscriptions of the Wealth Management Products are on normal commercial terms, fair and reasonable, and in the interests of the Company and Shareholders as a whole.
IMPLICATION OF THE LISTING RULES
Each of the Wealth Management Agreements by itself does not constitute discloseable transaction of the Company under Rule 14.06 of the Listing Rules. However, pursuant to Rule 14.22 of the Listing Rules, the relevant subscription amounts under the Wealth Management Agreements will be aggregated. The relevant applicable percentage ratios (defined under the Listing Rules) of the transactions under the Wealth Management Agreements, on an aggregate basis, exceed 5% but are lower than 25%. Therefore, the transactions under the Wealth Management Agreements, on an aggregate basis, constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements under the Listing Rules.
INFORMATION OF THE COMPANY AND THE SPD BANK
The Company
The Company is principally engaged in the manufacture and sales of refrigerators and air-conditioners.
The SPD Bank
The SPD Bank is a licensed bank incorporated under the laws of the PRC. The principal businesses of the SPD Bank include the provision of corporate and retail services, capital operation, investment banking, assets management, trust and financial leasing as well as other financial services.
DEFINITIONS
9
In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:
“Air-conditioner Marketing Qingdao Hisense Air-conditioner Marketing Co., Ltd. (青島海 Company” 信空調營銷股份有限公司), a subsidiary of the Company; “Board” the board of directors of the Company; “Company” Hisense Kelon Electrical Holdings Company Limited, a company incorporated in the PRC with limited liabilities, whose shares are listed on the main board of the Hong Kong Stock Exchange and the Shenzhen Stock Exchange;
“connected person(s)” has the meaning ascribed to it under the Listing Rules; “Director(s)” the director(s) of the Company; “Fifth Wealth Management the wealth management agreement entered into between Agreement” Air-conditioner Marketing Company and the SPD Bank on 26 October 2016 in relation to the subscription of the Fifth Wealth Management Product;
“Fifth Wealth Management “Yue Tian Li” (月添利), a wealth management product issued Product” by the SPD Bank, the major terms of which are summarised in this announcement; “First Wealth Management the wealth management agreement entered into between the Agreement” Company and the SPD Bank on 30 June 2016 in relation to the subscription of the First Wealth Management Product;
“First Wealth Management Product”
“Aggressive Fortune Vehicle Xinke Wealth Management Product” (財富班車進取之新客理財), a wealth management product issued by the SPD Bank, the major terms of which are summarised in this announcement;
“Fourth Wealth Management Agreement”
the wealth management agreement entered into between Air-conditioner Marketing Company and the SPD Bank on 25 October 2016 in relation to the subscription of the Fourth Wealth Management Product;
10
| “Fourth Wealth | “Aggressive Fortune Vehicle No.3” (財富班車進取3 號), a |
|---|---|
| Management Product” | wealth management product issued by the SPD Bank, the major |
| terms of which are summarised in this announcement; | |
| “Group” | the Company and its subsidiaries; |
| “Hisense Refrigerator” | Guangdong Hisense Refrigerator Marketing Co., Ltd. (廣東海 |
| 信冰箱營銷股份有限公司), a subsidiary of the Company; | |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong; |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s |
| Republic of China; | |
| “Hong Kong Stock | The Stock Exchange of Hong Kong Limited; |
| Exchange” | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Hong |
| Kong Stock Exchange; | |
| “PRC” | the People’s Republic of China, which for the purposes of this |
| announcement, excludes Hong Kong, the Macau Special | |
| Administrative Region of the People’s Republic of China and | |
| Taiwan; | |
| “Renminbi” or “RMB” | the lawful currency of the PRC; |
| “Second Wealth | the wealth management agreement entered into between |
| Management Agreement” | Hisense Refrigerator and the SPD Bank on 30 June 2016 in |
| relation to the subscription of the Second Wealth Management | |
| Product; | |
| “Second Wealth | “Aggressive Fortune Vehicle Xinke Wealth Management |
| Management Product” | Product” (財富班車進取之新客理財), a wealth management |
| product issued by the SPD Bank, the major terms of which are | |
| summarised in this announcement; | |
| “Shareholder(s)” | the shareholder(s) of the Company; |
| “SPD Bank” | Shanghai Pudong Development Bank Co., Ltd. (上海浦東發展 |
11
銀行), a bank incorporated under the laws of the PRC;
“Third Wealth Management the wealth management agreement entered into between Agreement” Air-conditioner Marketing Company and the SPD Bank on 9 September 2016 in relation to the subscription of the Third Wealth Management Product;
“Third Wealth Management “Aggressive Fortune Vehicle Xinke Wealth Management Product” Product” (財富班車進取之新客理財), a wealth management product issued by the SPD Bank, the major terms of which are summarised in this announcement;
“Wealth Management collectively, the First Wealth Management Agreement, the Agreements” Second Wealth Management Agreement, the Third Wealth Management Agreement, the Fourth Wealth Management Agreement and the Fifth Wealth Management Agreement; “Wealth Management the wealth management products subscribed under the Wealth Products” Management Agreements; “Working Day” days on which the SPD Bank is generally open for business, other than Saturday, Sunday (except days on which open for business due to adjustment of Chinese holidays) or any other statutory holidays in the PRC; and
“%” per cent.
Notes:
1. This amount is an aggregation of the HK$ amounts converted from RMB at the exchange rates that are used in this announcement. The conversions are for the purpose of illustration only. No representation is made that any amount in HK$ or RMB could have been or could be converted at the relevant dates at the above rate or at any other rates or at all.
2. This amount has been converted from RMB into HK$ at an exchange rate of RMB1 to HK$1.1698 for the purpose of illustration only. No representation is made that any amount in HK$ or RMB could have been or could be converted at the relevant dates at the above rate or at any other rates or at all.
3. This amount has been converted from RMB into HK$ at an exchange rate of RMB1 to HK$1.1642 for the purpose of illustration only. No representation is made that any amount in HK$ or RMB could have been or could be converted at the relevant dates at the above rate or at
12
any other rates or at all.
4. This amount has been converted from RMB into HK$ at an exchange rate of RMB1 to HK$1.1461 for the purpose of illustration only. No representation is made that any amount in HK$ or RMB could have been or could be converted at the relevant dates at the above rate or at any other rates or at all.
5. This amount has been converted from RMB into HK$ at an exchange rate of RMB1 to HK$1.1451 for the purpose of illustration only. No representation is made that any amount in HK$ or RMB could have been or could be converted at the relevant dates at the above rate or at any other rates or at all.
By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 26 October 2016
As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Liu Hong Xin, Mr. Lin Lan, Mr. Dai Hui Zhong, Mr. Jia Shao Qian and Mr. Wang Yun Li; and the Company’s independent non-executive directors are Mr. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.
13