AI assistant
Medlive Technology Co., Ltd. — Capital/Financing Update 2020
Feb 27, 2020
50436_rns_2020-02-27_2ba58b48-afff-4666-9581-5de0d36fee33.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 fifth extraordinary meeting for the year 2019 held by the tenth session of the Directors on 21 June 2019 and the 2019 second extraordinary general meeting of the company held on 29 August 2019, 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 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 announcements of the Company dated 1 November 2018, 29 April 2019, 9 May 2019, 16 May 2019, 12 June 2019 and 20 June 2019 in respect of the 2018 SPD Bank Second Wealth Management Agreement, the 2019 SPD Bank First Wealth Management Agreement, the 2019 SPD Bank Second Wealth Management Agreement, the 2019 SPD Bank Third Wealth Management Agreement, the 2019 SPD Bank Fourth Wealth Management Agreement, the 2019 SPD Bank Fifth Wealth Management Agreement, the 2019 SPD Bank Sixth Wealth Management Agreement, the 2019 SPD Bank seventh Wealth Management Agreement, the 2019 SPD Bank eighth Wealth Management Agreement and the 2019 SPD Bank ninth Wealth Management Agreement, pursuant to which the Company and its non-wholly owned subsidiaries, Hisense (Beijing) Electric, Air-conditioner Marketing Company and Refrigerator Marketing Company (as subscribers), subscribed for wealth management products in the aggregate subscription amount of RMB1,760,000,000 (equivalent to approximately HK$2,035,389,738 [Note ] 1 ) from the SPD Bank (as issuer).
1
The Board is pleased to announce that, on 27 February 2020, (i)the Company as subscriber entered into the 2020 SPD Bank First Wealth Management Agreement to subscribe for The 2020 SPD Bank First Wealth Management Product in the subscription amount of RMB200,000,000 (equivalent to approximately HK$221,982,974 [Note 2] ); and (ii)Hisense (Beijing) Electric, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2020 SPD Bank Second Wealth Management Agreement to subscribe for the 2020 SPD Bank Second Wealth Management Product in the subscription amount of RMB80,000,000 (equivalent to approximately HK$88,793,190 [Note 2] ) .
The Group utilised its idle funds for the payment of the subscription amount under each of the Wealth Management Agreements.
Each of the 2020 SPD Bank First Wealth Management Agreement and the 2020 SPD Bank Second 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, 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.
At the fifth extraordinary meeting for the year 2019 held by the tenth session of the Directors on 21 June 2019 and the 2019 second extraordinary general meeting of the company held on 29 August 2019, 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 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 announcements of the Company dated 1 November 2018, 29 April 2019, 9 May 2019, 16 May 2019, 12 June 2019 and 20 June 2019 in respect of the 2018 SPD Bank Second Wealth Management Agreement, the 2019 SPD Bank First Wealth Management Agreement, the 2019 SPD Bank Second Wealth Management Agreement, the 2019 SPD Bank Third Wealth Management Agreement, the 2019 SPD Bank Fourth Wealth Management Agreement, the 2019 SPD Bank Fifth Wealth Management Agreement, the 2019 SPD Bank Sixth Wealth Management Agreement, the 2019 SPD Bank seventh Wealth Management Agreement, the 2019 SPD Bank eighth Wealth Management Agreement and the 2019 SPD Bank ninth Wealth Management Agreement, pursuant to which the Company and its non-wholly owned subsidiaries, Hisense
2
(Beijing) Electric, Air-conditioner Marketing Company and Refrigerator Marketing Company (as subscribers), subscribed for wealth management products in the aggregate subscription amount of RMB1760,000,000 (equivalent to approximately HK$2,035,389,738 [Note 1] ) from the SPD Bank (as issuer).
The Board is pleased to announce that, on 27 February 2020, (i)the Company as subscriber entered into the 2020 SPD Bank First Wealth Management Agreement to subscribe for The 2020 SPD Bank First Wealth Management Product in the subscription amount of RMB200,000,000 (equivalent to approximately HK$221,982,974 [Note 2] ); and (ii)Hisense (Beijing) Electric, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2020 SPD Bank Second Wealth Management Agreement to subscribe for the 2020 SPD Bank Second Wealth Management Product in the subscription amount of RMB80,000,000 (equivalent to approximately HK$88,793,190 [Note 2] ) .
The Group utilised its idle funds for the payment of the subscription amount under each of the Wealth Management Agreements. Summarised below are the major terms of the SPD Bank Wealth Management Agreements:
| (A) 2020 SPD Bank First Wealth Management Agreement |
(B) 2020 SPD Bank Second Wealth Management Agreement |
(B) 2020 SPD Bank Second Wealth Management Agreement |
|
|---|---|---|---|
| (1) Date of subscription: |
27 February 2020 | ||
| (2) Name of product: |
“Wealth Bus Go No. 3” (財富班車進取3號). |
“Wealth Bus Go No. 4” (財富班車進取4號). |
|
| (3) Parties: | (i) SPD Bank as issuer (ii) the Company as subscriber To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, SPD Bank and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. |
(i) SPD Bank as issuer (ii) Hisense (Beijing) Electric as subscriber To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, SPD Bank and its ultimate beneficial owner(s) 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: |
Relatively low | ||
| (6) Principal **amount of ** |
RMB200,000,000 (equivalent to approximately |
RMB80,000,000 (equivalent to approximately |
3
| subscription: | HK$221,982,974_Note 2_) | HK$221,982,974_Note 2_) | HK$88,793,190_Note 2_) |
|---|---|---|---|
| (7) Currency of subscription: |
Renminbi | ||
| (8) Term of investment: |
90 days | 180 days | |
| (9) Expected maximum rate of return: |
4.00% per annum | 4.00% per annum | |
| (10) Investment scope of the product: |
The SPD Bank Wealth Management Products invest 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 designated account of the subscriber 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, in which case the term of investment will be extended accordingly. |
||
| (12) Right of early termination: |
The SPD Bank is entitled to early termination of the 2020 SPD Bank First Wealth Management Product. |
The SPD Bank is entitled to early termination of the 2020 SPD Bank Second Wealth Management Product. |
REASONS AND BENEFITS FOR THE SUBSCRIPTIONS
The approval procedures of the subscriptions of wealth management products by the Company are in compliance with the relevant requirements of “Management Measures for Conducting Entrusted Wealth Management Transactions”. 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
4
whole.
IMPLICATION OF THE LISTING RULES
Each of the 2020 SPD Bank First Wealth Management Agreement and the 2020 SPD Bank Second 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, 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 research and development, manufacturing and marketing of electrical products such as refrigerators, household air-conditioners, central air-conditioners, freezers, washing machines, kitchen appliances, etc.
The SPD Bank
The SPD Bank is a branch of Shanghai Pudong Development Bank Co., Ltd.*(上海浦東發展銀行 股份有限公司), a licensed bank incorporated under the laws of the PRC listed on The Shanghai Stock Exchange (Stock code: 600000). 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
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;
5
“Company” Hisense Home Appliances Group Co., Ltd., 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; “Group” the Company and its subsidiaries; “Hisense (Beijing) Electric” Hisense (Beijing) Electric Co., Ltd. (海信（北京）電器有限 公司), a non-wholly owned subsidiary of the Company; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “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; “Refrigerator Marketing Guangdong Hisense Refrigerator Marketing Co., Ltd. (廣東海 Company” 信冰箱營銷股份有限公司), a subsidiary of the Company; “Renminbi” or “RMB” the lawful currency of the PRC; “Shareholder(s)” the shareholder(s) of the Company; “SPD Bank” a branch of Shanghai Pudong Development Bank Co., Ltd. (上 海浦東發展銀行股份有限公司), a licensed bank incorporated under the laws of the PRC; “2018 SPD Bank Second the wealth management agreement entered into between Wealth Management Hisense (Beijing) Electric and the SPD Bank on 1 November Agreement”* 2018 in relation to the subscription of the wealth management product, the particulars of which are disclosed in the announcement of the Company dated 1 November 2018;
6
“2019 SPD Bank Eighth Wealth Management Agreement”
“2019 SPD Bank Fifth Wealth Management Agreement”
“2019 SPD Bank First Wealth Management Agreement”
“2019 SPD Bank Fourth Wealth Management Agreement”
“2019 SPD Bank Ninth Wealth Management Agreement”
“2019 SPD Bank Second Wealth Management Agreement”
the wealth management agreement entered into between Refrigerator Marketing Company and the SPD Bank on 12 June 2019 in relation to the subscription of the 2019 SPD Bank Eighth Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 12 June 2019;
the wealth management agreement entered into between Hisense (Beijing) Electric and the SPD Bank on 9 May 2019 in relation to the subscription of the 2019 SPD Bank Fifth Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 9 May 2019;
the wealth management agreement entered into between Air-conditioner Marketing Company and the SPD Bank on 11 April 2019 in relation to the subscription of the 2019 SPD Bank First Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 29 April 2019;
the wealth management agreement entered into between the Company and the SPD Bank on 29 April 2019 in relation to the subscription of the 2019 SPD Bank Fourth Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 29 April 2019;
the wealth management agreement entered into between the Company and the SPD Bank on 20 June 2019 in relation to the subscription of the 2019 SPD Bank Ninth Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 20 June 2019;
the wealth management agreement entered into between Refrigerator Marketing Company and the SPD Bank on 11 April 2019 in relation to the subscription of the 2019 SPD Bank Second Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 29 April 2019;
7
“2019 SPD Bank Seventh Wealth Management Agreement”
“2019 SPD Bank Sixth Wealth Management Agreement”
“2019 SPD Bank Third Wealth Management Agreement”
“2020 SPD Bank First Wealth Management Agreement”
“2020 SPD Bank First Wealth Management Product”
“2020 SPD Bank Second Wealth Management Agreement”
“2020 SPD Bank Second Wealth Management Product”
“Wealth Management Agreements”
the wealth management agreement entered into between Air-conditioner Marketing Company and the SPD Bank on 12 June 2019 in relation to the subscription of the 2019 SPD Bank Seventh Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 12 June 2019;
the wealth management agreement entered into between Refrigerator Marketing Company and the SPD Bank on 16 May 2019 in relation to the subscription of the 2019 SPD Bank Sixth Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 16 May 2019;
the wealth management agreement entered into between the Company and the SPD Bank on 29 April 2019 in relation to the subscription of the 2019 SPD Bank Third Wealth Management Product, the particulars of which are disclosed in the announcement of the Company dated 29 April 2019;
the wealth management agreement entered into between the Company and the SPD Bank on 27 February 2020 in relation to the subscription of the 2020 SPD Bank First Wealth Management Product;
“Wealth Bus Go No. 3” (財富班車進取 3 號), a wealth management product issued by the SPD Bank, the major terms of which are summarised in this announcement;
the wealth management agreement entered into between Hisense (Beijing) Electric and the SPD Bank on 27 February 2020 in relation to the subscription of the 2020 SPD Bank Second Wealth Management Product;
“Wealth Bus Go No. 4” (財富班車進取 4 號), a wealth management product issued by the SPD Bank, the major terms of which are summarised in this announcement;
collectively, the 2018 SPD Bank Second Wealth Management Agreement, the 2019 SPD Bank First Wealth Management
8
- Agreement, the 2019 SPD Bank Second Wealth Management Agreement, the 2019 SPD Bank Third Wealth Management Agreement, the 2019 SPD Bank Fourth Wealth Management Agreement, the 2019 SPD Bank Fifth Wealth Management Agreement, the 2019 SPD Bank Sixth Wealth Management Agreement, the 2019 SPD Bank Seventh Wealth Management Agreement, the 2019 SPD Bank Eighth Wealth Management Agreement the 2019 SPD Bank ninth Wealth Management Agreement , the 2020 SPD Bank First Wealth Management Agreement and the 2020 SPD Bank Second Wealth Management Agreement;
“Wealth Management Products”
- the wealth management products subscribed under the Wealth Management Agreements;
“Working Day”
the day on which the SPD Bank is generally open for business, other than Saturday, Sunday (except for days on which it is open for business due to adjustment of Chinese holidays) or any other statutory holidays in the PRC;
“%”
per cent; and
“*”
for identification purpose only.
Notes:
1. This amount is an aggregation of the HK$ amounts converted from RMB at the exchange rates that were used in the announcements of the Company dated 1 November 2018, 29 April 2019, 9 May 2019, 16 May 2019, 12 June 2019 and 20 June 2019. The conversions were 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.
- This amount has been converted from RMB into HK$ at an exchange rate of RMB0.90097 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.
By order of the Board of
Hisense Home Appliances Group Co., Ltd.
9
Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 27 February 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 Fei Li Cheng and Mr. Wang Yun Li; and the Company’s independent non-executive directors are Mr. Ma Jin Quan, Mr. Zhong Geng Shen and Mr. Cheung Sai Kit.
10