AI assistant
Medlive Technology Co., Ltd. — Capital/Financing Update 2020
Nov 19, 2020
50436_rns_2020-11-19_2cb28920-c0bd-4045-ba89-0079b3e6901c.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 [283 x 44] intentionally omitted <==
HISENSE HOME APPLIANCES GROUP CO., LTD. 海信家電集團股份有限公司
(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
At the first meeting for the year 2020 held by the tenth session of the Directors on 14 April 2020 and the 2019 annual general meeting of the Company held on 23 June 2020, a resolution on entrusted wealth management of idle self-owned funds of the Company was considered and approved. Subject to the investment risk control by the Company and the principles of improving efficiency of the use of capital and increasing return on cash assets, the entrustment of idle self-owned funds of not more than RMB9,000,000,000 to commercial banks, trust companies, securities companies, fund companies, insurance companies, asset management companies and other financial institutions to conduct short-term and low-risk investment for wealth management was approved. The progress is now announced as follows:
Reference is made to the CZBank Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from CZBank (as issuer), further particulars of which are listed out in the section headed “List of CZBank Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, on 19 November 2020, (i) the Company as subscriber entered into the 2020 CZBank 12th Wealth Management Agreement to subscribe for the 2020 CZBank 12th Wealth Management Product in the subscription amount of RMB100,000,000 (equivalent to approximately HK$118,382,423 [Note 1] ); (ii) the Company as subscriber entered into the 2020 CZBank 13th Wealth Management Agreement to subscribe for the 2020 CZBank 13th Wealth Management Product in the subscription amount of RMB100,000,000 (equivalent to approximately HK$118,382,423 [Note 1] ); and (iii) Refrigerator Marketing Company, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2020 CZBank 14th Wealth Management Agreement to subscribe for the 2020 CZBank 14th Wealth Management Product in the subscription amount of RMB500,000,000 (equivalent to approximately HK$591,912,113 [Note 1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the CZBank Wealth Management Agreements.
Each of the 2020 CZBank 12th Wealth Management Agreement, the 2020 CZBank 13th Wealth Management Agreement and the 2020 CZBank 14th Wealth Management Agreement 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, when the relevant subscription amounts under the CZBank
1
Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the CZBank Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the CZBank 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.
At the first meeting for the year 2020 held by the tenth session of the Directors on 14 April 2020 and the 2019 annual general meeting of the Company held on 23 June 2020, a resolution on entrusted wealth management of idle self-owned funds of the Company was considered and approved. Subject to the investment risk control by the Company and the principles of improving efficiency of the use of capital and increasing return on cash assets, the entrustment of idle self-owned funds of not more than RMB9,000,000,000 to commercial banks, trust companies, securities companies, fund companies, insurance companies, asset management companies and other financial institutions to conduct short-term and low-risk investment for wealth management was approved. The progress is now announced as follows:
Reference is made to the CZBank Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from CZBank (as issuer), further particulars of which are listed out in the section headed “List of CZBank Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, on 19 November 2020, (i) the Company as subscriber entered into the 2020 CZBank 12th Wealth Management Agreement to subscribe for the 2020 CZBank 12th Wealth Management Product in the subscription amount of RMB100,000,000 (equivalent to approximately HK$118,382,423 [Note 1] ); (ii) the Company as subscriber entered into the 2020 CZBank 13th Wealth Management Agreement to subscribe for the 2020 CZBank 13th Wealth Management Product in the subscription amount of RMB100,000,000 (equivalent to approximately HK$118,382,423 [Note 1] ); and (iii) Refrigerator Marketing Company, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2020 CZBank 14th Wealth Management Agreement to subscribe for the 2020 CZBank 14th Wealth Management Product in the subscription amount of RMB500,000,000 (equivalent to approximately HK$591,912,113 [Note 1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the CZBank Wealth Management Agreements. Summarised below are the major terms of the CZBank Wealth Management Agreement:
| 2020 CZBank 12th-13th Wealth Management Agreement |
2020 CZBank 14th Wealth Management Agreement |
|
|---|---|---|
| (1)Date of subscription: |
19 November 2020 | |
| (2) Name of product: |
12th: CZBank RMB Wealth Management Product (Exclusive Finance No.1 90-Day Model (Product Code Z120090031))* (浙商銀行人民幣理財產品(專屬理財 1號90天型Z120090031)) 13th: CZBank RMB Wealth |
CZBank RMB Wealth Management Product (Exclusive Finance No.1 188- Day Model (Product Code Z120188004))* (浙商銀行人民幣理財產品(專屬理財 1號188天型Z120188004) |
2
| Management Product (Exclusive Finance No.1 90-Day Model (Product Code Z120090032))* (浙商銀行人民幣理財產品(專屬理財 1 號90 天型Z120090032)) |
||
|---|---|---|
| (3) Parties: | (i) CZBank as issuer (ii) the Company as subscriber |
(i) CZBank as issuer (ii) Refrigerator Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, CZBank and its ultimate beneficial owner(s) are third parties independent of the Companyand its connectedpersons. |
||
| (4) Type of product: |
Non-principal-guaranteed with floating return | |
| (5) Risk rating of product: |
Relatively low | |
| (6) Principal amount of subscription: |
12th: RMB100,000,000 13th: RMB100,000,000 (equivalent to approximately HK$118,382,423_Note 1_per single agreement) |
14th: RMB500,000,000 (equivalent to approximately HK$591,912,113_Note 1_) |
| (7) Currency of subscription: |
Renminbi | |
| (8) Term of investment: |
90 days | 188 days |
| (9) Expected maximum rate of return: |
3.51% per annum | 3.56% per annum |
| (10) Investment scope of the product: |
The CZBank Wealth Management Products invest in money market instruments such as central banknotes, interbank certificates of deposit, bond repurchases, lending, deposits, bond assets such as treasury bonds, policy financial bonds, financial bonds, local government bonds, credit bonds, subordinated bonds, convertible bonds, sustainable bonds, non-standardized credit assets, preferred shares, equity assets with credit enhancement measures, and mainly invests in the above-mentioned asset classes that meet the requirements of regulatory agencies. Asset management products, asset-receiving (beneficiary) rights, asset-backed securities, and other financial instruments that are permitted to be invested in by policies and regulations. |
|
| (11) Payment of return on principal upon maturity: |
The principal and return will be paid by CZBank to the subscriber in a lump sum in three working days after the maturity date. |
3
| (12) Right of early termination: |
The subscriber is not entitled to early termination of the relevant CZBank Wealth Management Product. CZBank is entitled to early termination of the relevant CZBank Wealth Management Product if the subscriber is in breach of the relevant CZBank Wealth Management Agreement, or there arises any adverse situation which affects the purpose of the relevant CZBank Wealth Management Agreement. |
|---|---|
REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS
The approval procedures of the subscriptions of wealth management products by the Company are in compliance with the relevant requirements of the “Management Measures for Conducting Entrusted Wealth Management Transactions” (《委託理財管理制度》) of the Company. The subscriptions of the CZBank Wealth Management Products are made from the idle self-owned funds of the Group. Such use of the idle self-owned funds for entrusted wealth management is beneficial for enhancing efficiency of use of the idle self-owned funds of the Group and will not adversely affect the daily operation and the principal business development of the Group as well as the interests of medium and small investors of the Company.The Board considers that the subscriptions of the CZBank Wealth Management Products are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.
IMPLICATION UNDER THE LISTING RULES
Each of the 2020 CZBank 12th Wealth Management Agreement, the 2020 CZBank 13th Wealth Management Agreement and the 2020 CZBank 14th Wealth Management Agreement 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, when the relevant subscription amounts under the CZBank Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the CZBank Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the CZBank 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 ON THE COMPANY AND CZBANK
The Company
The Company and its subsidiaries are principally engaged in research and development, manufacturing and marketing of electrical products such as refrigerators, household air-conditioners, central airconditioners, freezers, washing machines, kitchen appliances, etc.
CZBank
CZBank is a branch of China Zheshang Bank Co., Ltd. (浙商銀行股份有限公司), a licensed bank incorporated under the laws of the PRC listed on the Stock Exchange (Stock code: 2016). China Zheshang Bank Co., Ltd. (浙商銀行股份有限公司) is principally engaged in corporate banking business, retail banking business and treasury business.
4
LIST OF CZBANK WEALTH MANAGEMENT AGREEMENTS
| Name of agreement (collectively, the “CZBank Wealth Management Agreements”) |
Date of agreement / announcement |
Subscriber | Wealth management products subscribed (collectively, the “CZBank Wealth Management Products”) |
|---|---|---|---|
| 2019 CZBank 1st Wealth Management Agreement |
11 September 2019 (agreement) / 17 October 2019 (announcement) |
Refrigerator Marketing Company |
2019 CZBank 1st Wealth Management Product |
| 2019 CZBank 2nd Wealth Management Agreement |
26 September 2019 (agreement) / 17 October 2019 (announcement) |
Company | 2019 CZBank 2nd Wealth Management Product |
| 2019 CZBank 3rd Wealth Management Agreement |
17 October 2019 (agreement) / 17 October 2019 (announcement) |
Refrigerator Marketing Company |
2019 CZBank 3rd Wealth Management Product |
| 2019 CZBank 4th Wealth Management Agreement |
17 October 2019 (agreement) / 17 October 2019 (announcement) |
Refrigerator Marketing Company |
2019 CZBank 4th Wealth Management Product |
| 2019 CZBank 5th Wealth Management Agreement |
29 October 2019 (agreement) / 29 October 2019 (announcement) |
Company | 2019 CZBank 5th Wealth Management Product |
| 2019 CZBank 6th Wealth Management Agreement |
29 October 2019 (agreement) / 29 October 2019 (announcement) |
Company | 2019 CZBank 6th Wealth Management Product |
| 2019 CZBank 7th Wealth Management Agreement |
29 October 2019 (agreement) / 29 October 2019 (announcement) |
Company | 2019 CZBank 7th Wealth Management Product |
| 2019 CZBank 8th Wealth Management Agreement |
29 October 2019 (agreement) / 29 October 2019 (announcement) |
Company | 2019 CZBank 8th Wealth Management Product |
| 2019 CZBank 9th Wealth Management Agreement |
29 October 2019 (agreement) / 29 October 2019 (announcement) |
Company | 2019 CZBank 9th Wealth Management Product |
| 2019 CZBank 10th Wealth Management Agreement |
7 November 2019 (agreement) / 7 November 2019 (announcement) |
Refrigerator Marketing Company |
2019 CZBank 10th Wealth Management Product |
| 2019 CZBank 11th Wealth Management |
7 November 2019 (agreement) / | Refrigerator Marketing |
2019 CZBank 11th Wealth Management |
5
| Agreement | 7 November 2019 (announcement) | Company | Product |
|---|---|---|---|
| 2019 CZBank 12th Wealth Management Agreement |
19 November 2019 (agreement) / 19 November 2019 (announcement) |
Company | 2019 CZBank 12th Wealth Management Product |
| 2019 CZBank 13th Wealth Management Agreement |
19 November 2019 (agreement) / 19 November 2019 (announcement) |
Company | 2019 CZBank 13th Wealth Management Product |
| 2019 CZBank 14th Wealth Management Agreement |
21 November 2019 (agreement) / 21 November 2019 (announcement) |
Refrigerator Marketing Company |
2019 CZBank 14th Wealth Management Product |
| 2019 CZBank 15th Wealth Management Agreement |
21 November 2019 (agreement) / 21 November 2019 (announcement) |
Refrigerator Marketing Company |
2019 CZBank 15th Wealth Management Product |
| 2019 CZBank 16th Wealth Management Agreement |
10 December 2019 (agreement) / 10 December 2019 (announcement) |
Refrigerator Marketing Company |
2019 CZBank 16th Wealth Management Product |
| 2020 CZBank 1st Wealth Management Agreement |
6 February 2020 (agreement) / 6 February 2020 (announcement) |
Company | 2020 CZBank 1st Wealth Management Product |
| 2020 CZBank 2nd Wealth Management Agreement |
6 February 2020 (agreement) / 6 February 2020 (announcement) |
Company | 2020 CZBank 2nd Wealth Management Product |
| 2020 CZBank 3rd Wealth Management Agreement |
6 February 2020 (agreement) / 6 February 2020 (announcement) |
Company | 2020 CZBank 3rd Wealth Management Product |
| 2020 CZBank 4th Wealth Management Agreement |
6 February 2020 (agreement) / 6 February 2020 (announcement) |
Company | 2020 CZBank 4th Wealth Management Product |
| 2020 CZBank 5th Wealth Management Agreement |
6 February 2020 (agreement) / 6 February 2020 (announcement) |
Company | 2020 CZBank 5th Wealth Management Product |
| 2020 CZBank 6th Wealth Management Agreement |
14 May 2020 (agreement) / 14 May 2020 (announcement) |
Company | 2020 CZBank 6th Wealth Management Product |
| 2020 CZBank 7th Wealth Management Agreement |
21 May 2020 (agreement) / 21 May 2020 (announcement) |
Refrigerator Marketing Company |
2020 CZBank 7th Wealth Management Product |
| 2020 CZBank 8th | 27 July 2020 (agreement) / | Refrigerator | 2020 CZBank 8th |
6
| Wealth Management Agreement |
27 July 2020 (announcement) | Marketing Company |
Wealth Management Product |
|---|---|---|---|
| 2020 CZBank 9th Wealth Management Agreement |
10 August 2020 (agreement) / 10 August 2020 (announcement) |
Refrigerator Marketing Company |
2020 CZBank 9th Wealth Management Product |
| 2020 CZBank 10th Wealth Management Agreement |
18 August 2020 (agreement) / 18 August 2020 (announcement) |
Company | 2020 CZBank 10th Wealth Management Product |
| 2020 CZBank 11th Wealth Management Agreement |
22 October 2020 (agreement) / 22 October 2020 (announcement) |
Refrigerator Marketing Company |
2020 CZBank 11th Wealth Management Product |
The aggregate subscription amount of the CZBank Wealth Management Products is RMB3,880,000,000 (equivalent to approximately HK$4,321,762,143 [Note 2] ).
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the meanings set out below:
-
“2020 CZBank 12th Wealth the wealth management agreement entered into between the Company Management Agreement” and CZBank on 19 November 2020 in relation to the subscription of the 2020 CZBank 12th Wealth Management Product;
-
“2020 CZBank 12th Wealth the wealth management product subscribed under the 2020 CZBank 12th Management Product” Wealth Management Agreement, the major terms of which are summarized in this announcement;
-
“2020 CZBank 13th Wealth the wealth management agreement entered into between the Company Management Agreement” and CZBank on 19 November 2020 in relation to the subscription of the 2020 CZBank 13th Wealth Management Product;
-
“2020 CZBank 13th Wealth the wealth management product subscribed under the 2020 CZBank 13th Management Product” Wealth Management Agreement, the major terms of which are summarized in this announcement;
-
“2020 CZBank 14th Wealth the wealth management agreement entered into between Refrigerator Management Agreement” Marketing Company and CZBank on 19 November 2020 in relation to the subscription of the 2020 CZBank 14th Wealth Management Product;
-
“2020 CZBank 14th Wealth the wealth management product subscribed under the 2020 CZBank 14th Management Product” Wealth Management Agreement, the major terms of which are summarized in this announcement;
-
“Board” the board of Directors;
“Company” Hisense Home Appliances Group Co., Ltd. (海信家電集團股份有限公
7
司), a company incorporated in the PRC with limited liability, whose shares are listed on the main board of the Stock Exchange and the Shenzhen Stock Exchange;
| 司), a company incorporated in the PRC with limited liability, whose shares are listed on the main board of the Stock Exchange and the Shenzhen Stock Exchange; |
|
|---|---|
| “connected person(s)” | has the meaning ascribed to it under the Listing Rules; |
| “CZBank” | a branch of China Zheshang Bank Co., Ltd.* (浙商銀行股份有限公司), |
| a licensed bank incorporated under the laws of the PRC; | |
| “CZBank Wealth | the CZBank wealth management agreements as listed in the section |
| Management Agreements” | headed “List of CZBank Wealth Management Agreements” in this |
| announcement; | |
| “CZBank Wealth | the wealth management products subscribed under the CZBank Wealth |
| Management Products” | Management Agreements; |
| “Director(s)” | the director(s) of the Company; |
| “Group” | the Company and its subsidiaries; |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong; |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange; |
| “PRC” | the People’s Republic of China; |
| “Refrigerator Marketing | Guangdong Hisense Refrigerator Marketing Co., Ltd. (廣東海信冰箱營 |
| Company” | 銷股份有限公司), a company incorporated in the PRC with limited |
| liability and a non-wholly owned subsidiary of the Company; | |
| “RMB” | Renminbi, the lawful currency of the PRC; |
| “Shareholder(s)” | the shareholder(s) of the Company; |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited; and |
| “%” | per cent. |
Notes:
1. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.84472 to HK$1 for the purpose of illustration only. No representation is made that any amount in HK$ 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 is an aggregation of the HK$ amounts converted from RMB at exchange rates adopted in the announcement of the Company dated 17 October 2019, 29 October 2019, 7 November 2019, 19 November 2019, 21 November 2019, 10 December 2019, 6 February 2020, 14 May 2020, 21 May 2020, 27 July 2020, 10 August 2020, 18 August 2020 and 22 October 2020. The conversion is 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.
8
English translations of names in Chinese or another language in this announcement which are marked with “*” are for identification purposes only.
By order of the Board Hisense Home Appliances Group Co., Ltd. Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 19 November 2020
As at the date of this announcement, the Company’s executive directors are Mr. Tang Ye Guo, Mr. Jia Shao Qian, Mr. Lin Lan, Mr. Dai Hui Zhong, Mr. Duan Yue Bin and Mr. Fei Li Cheng; and the Company’s independent non-executive directors are Mr. Ma Jin Quan, Mr. Zhong Geng Shen and Mr. Cheung Sai Kit.
9