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Medlive Technology Co., Ltd. — Capital/Financing Update 2021
Dec 9, 2021
50436_rns_2021-12-09_c8b8d6bf-2902-40c8-b49a-085d02cebd76.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 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 2021 held by the tenth session of the Directors on 30 March 2021 and the 2020 annual general meeting of the Company held on 25 June 2021, 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 RMB10,000,000,000 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.
Reference is made to the SPD Bank Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from SPD Bank (as issuer), further particulars of which are listed out in the section headed “List of SPD Bank Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, on 9 December 2021, (i) Gorenje Company, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2021 SPD Bank 8th Wealth Management Agreement to subscribe for the 2021 SPD Bank 8th Wealth Management Product in the subscription amount of RMB20,000,000 (equivalent to approximately HK$24,560,369 [Note1] ); (ii) Hisense (Beijing) Electric, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2021 SPD Bank 9th Wealth Management Agreement to subscribe for the 2021 SPD Bank 9th Wealth Management Product in the subscription amount of RMB80,000,000 (equivalent to approximately HK$98,241,478 [Note1] ).
The Group utilised its idle funds for the payment of the subscription amount under the SPD Bank Wealth Management Agreements.
The 2021 SPD Bank 8th Wealth Management Agreement and the 2021 SPD Bank 9th 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 SPD Bank Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of
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the transactions under the SPD Bank Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the SPD Bank 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 2021 held by the tenth session of the Directors on 30 March 2021 and the 2020 annual general meeting of the Company held on 25 June 2021, 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 RMB10,000,000,000 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.
Reference is made to the SPD Bank Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from SPD Bank (as issuer), further particulars of which are listed out in the section headed “List of SPD Bank Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, on 9 December 2021, (i) Gorenje Company, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2021 SPD Bank 8th Wealth Management Agreement to subscribe for the 2021 SPD Bank 8th Wealth Management Product in the subscription amount of RMB20,000,000 (equivalent to approximately HK$24,560,369 [Note1] ); (ii) Hisense (Beijing) Electric, the non-wholly owned subsidiary of the Company, as subscriber entered into the 2021 SPD Bank 9th Wealth Management Agreement to subscribe for the 2021 SPD Bank 9th Wealth Management Product in the subscription amount of RMB80,000,000 (equivalent to approximately HK$98,241,478 [Note1] ).
The Group utilised its idle funds for the payment of the subscription amount under the SPD Bank Wealth Management Agreements. Summarised below are the major terms of the 2021 SPD Bank 8th Wealth Management Agreement and the 2021 SPD Bank 9th Wealth Management Agreement:
| 2021 SPD Bank 8th Wealth Management Agreement | |
|---|---|
| (1) Date of subscription: |
9 December 2021 |
| (2) Name of product: |
“Wealth Bus Go No. 3 (90 days)” ( 財富班車進取3 號(90 天)). |
| (3) Parties: | (i) SPD Bank as issuer (ii) Gorenje Company |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, 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 |
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| (6) Principal amount of subscription: |
RMB20,000,000 (equivalent to approximately HK$24,560,369_Note 1_) |
|---|---|
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: |
90 days |
| (9) Expected maximum rate of return: |
3.50% per annum |
| (10) Investment scope of the product: |
The 2021 SPD Bank 8th Wealth Management Product invests in cash, deposits, interbank deposits, inter-bank lending, repo, currency funds, interbank loans, bond-type securities investment funds; standardized bond assets which fulfill regulatory requirements such as national bonds, local government bonds, central bank bills, interbank certificates of deposit, financial bonds, corporate bonds, enterprise bonds, medium-term notes, short-term financing bills, ultra-short-term financing bills, non-public directed debt financing instruments, asset-backed securities, asset-backed notes, project revenue notes, project revenue bonds, small and medium-sized enterprise pooled notes, perpetual bonds, subordinated bonds, convertible bonds, exchangeable bonds, bond lending, preferred stocks, non-standardized debt assets such as trust loans, accounts receivable, entrusted debt, stock pledge repo, exchange-traded debt plans, various types of receiving (recipient) assets with repurchase clauses, and trust plans, securities companies and their asset management company asset management plans, fund companies and their asset management company asset management plans, insurance companies and their asset management company asset management plans, futures companies and their asset management company asset management plans, etc., which mainly invest in the aforementioned assets (all types of plans invest in the above-mentioned assets, listed and traded stocks, equity interests in unlisted enterprises and their rights to receive (receipt) and other equity assets and debt assets which fulfill regulatory requirements). Equity securities investment funds, hybrid securities investment funds, equity ETF and other equity assets which fulfill regulatory requirements, as well as trust plans, securities companies and their asset management company asset management plans, fund companies and their asset management company asset management plans, insurance companies and their asset management company asset management plans, etc., which mainly invest in the aforementioned assets. |
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) 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 2021 SPD Bank 8th Wealth Management Product. |
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| 2021 SPD Bank 9th Wealth Management Agreement | |
|---|---|
| (1) Date of subscription: |
9 December 2021 |
| (2) Name of product: |
“Wealth Bus Go No. 3 (90 days)” ( 財富班車進取3 號(90 天)). |
| (3) Parties: | (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 enquiries, 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 subscription: |
RMB80,000,000 (equivalent to approximately HK$98,241,478_Note 1_) |
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: |
90 days |
| (9) Expected maximum rate of return: |
3.50% per annum |
| (10) Investment scope of the product: |
The 2021 SPD Bank 9th Wealth Management Product invests in cash, deposits, interbank deposits, inter-bank lending, repo, currency funds, interbank loans, bond-type securities investment funds; standardized bond assets which fulfill regulatory requirements such as national bonds, local government bonds, central bank bills, interbank certificates of deposit, financial bonds, corporate bonds, enterprise bonds, medium-term notes, short-term financing bills, ultra-short-term financing bills, non-public directed debt financing instruments, asset-backed securities, asset-backed notes, project revenue notes, project revenue bonds, small and medium-sized enterprise pooled notes, perpetual bonds, subordinated bonds, convertible bonds, exchangeable bonds, bond lending, preferred stocks, non-standardized debt assets such as trust loans, accounts receivable, entrusted debt, stock pledge repo, exchange-traded debt plans, various types of receiving (recipient) assets with repurchase clauses, and trust plans, securities companies and their asset management company asset management plans, fund companies and their asset management company asset management plans, insurance companies and their asset management company asset management plans, futures companies and their asset management company asset management plans, etc., which mainly invest in the aforementioned assets (all types of plans invest in the above-mentioned assets, listed and traded stocks, equity interests in unlisted enterprises and their rights to receive (receipt) and other equity assets and debt assets which fulfill regulatoryrequirements). Equity |
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| securities investment funds, hybrid securities investment funds, equity ETF and other equity assets which fulfill regulatory requirements, as well as trust plans, securities companies and their asset management company asset management plans, fund companies and their asset management company asset management plans, insurance companies and their asset management company asset management plans, etc., which mainly invest in the aforementioned assets. |
|
|---|---|
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) 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 2021 SPD Bank 9th Wealth Management Product. |
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 “Management Measures for Conducting Entrusted Wealth Management Transactions” ( 《委託理財管理制度》 ) of the Company. The subscriptions of the SPD Bank 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 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 SPD Bank 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
The 2021 SPD Bank 8th Wealth Management Agreement and the 2021 SPD Bank 9th 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 SPD Bank Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the SPD Bank Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the SPD Bank 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, GORENJE COMPANY, HISENSE (BEIJING) ELECTRIC AND THE SPD BANK
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 air-conditioners, freezers, washing machines, kitchen appliances, etc and automotive air conditioner compressor and integrated thermal management system.
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Gorenje Company
Gorenje Company is a company established in the PRC and a non-wholly owned subsidiary of the Company, which is principally engaged in the manufacture of household appliances, research and development of household appliances, sales of spare parts for household appliances; installation services for household appliances; sales of household appliances; sales of electronic products; sales of daily household appliances; sales of household audio-visual equipment, etc.
Hisense (Beijing) Electric
Hisense (Beijing) Electric is a company established in the PRC and a non-wholly owned subsidiary of the Company. It is currently engaged in the rental of commercial premises and other businesses.
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 finance and trust investment business.
LIST OF SPD BANK WEALTH MANAGEMENT AGREEMENTS
| Name of agreement | Date of agreement / announcement | Subscriber | Wealth management products subscribed |
|---|---|---|---|
| 2020 SPD Bank 23rd Wealth Management Agreement |
14 September 2020 (agreement) / 14 September 2020 (announcement) |
Refrigerator Marketing Company |
2020 SPD Bank 23rd Wealth Management Product |
| 2020 SPD Bank 24th Wealth Management Agreement |
12 November 2020 (agreement) / 12 November 2020 (announcement) |
Refrigerator Marketing Company |
2020 SPD Bank 24th Wealth Management Product |
| 2020 SPD Bank 25th Wealth Management Agreement |
12 November 2020 (agreement) / 12 November 2020 (announcement) |
Refrigerator Marketing Company |
2020 SPD Bank 25th Wealth Management Product |
| 2020 SPD Bank 26th Wealth Management Agreement |
12 November 2020 (agreement) / 12 November 2020 (announcement) |
Refrigerator Marketing Company |
2020 SPD Bank 26th Wealth Management Product |
| 2020 SPD Bank 27th Wealth Management Agreement |
12 November 2020 (agreement) / 12 November 2020 (announcement) |
Refrigerator Marketing Company |
2020 SPD Bank 27th Wealth Management Product |
| 2020 SPD Bank 28th Wealth Management Agreement |
12 November 2020 (agreement) / 12 November 2020 (announcement) |
Refrigerator Marketing Company |
2020 SPD Bank 28th Wealth Management Product |
| 2020 SPD Bank 29th Wealth Management Agreement |
19 November 2020 (agreement) / 19 November 2020 (announcement) |
Company | 2020 SPD Bank 29th Wealth Management Product |
| 2020 SPD Bank 30th Wealth Management Agreement |
19 November 2020 (agreement) / 19 November 2020 (announcement) |
Company | 2020 SPD Bank 30th Wealth Management Product |
| 2020 SPD Bank 31st Wealth Management |
3 December 2020 (agreement) / 3 December 2020(announcement) |
Hisense (Beijing) |
2020 SPD Bank 31st Wealth Management |
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| Agreement | Electric | Product | |
|---|---|---|---|
| 2021 SPD Bank 1st Wealth Management Agreement |
3 June 2021 (agreement) / 3 June 2021 (announcement) |
Hisense (Beijing) Electric |
2021 SPD Bank 1st Wealth Management Product |
| 2021 SPD Bank 2nd Wealth Management Agreement |
29 June 2021 (agreement) / 29 June 2021 (announcement) |
Company | 2021 SPD Bank 2nd Wealth Management Product |
| 2021 SPD Bank 3rd Wealth Management Agreement |
29 June 2021 (agreement) / 29 June 2021 (announcement) |
Refrigerator Marketing Company |
2021 SPD Bank 3rd Wealth Management Product |
| 2021 SPD Bank 4th Wealth Management Agreement |
29 June 2021 (agreement) / 29 June 2021 (announcement) |
Gorenje Company |
2021 SPD Bank 4th Wealth Management Product |
| 2021 SPD Bank 5th Wealth Management Agreement |
6 September 2021 (agreement) / 6 September 2021 (announcement) |
Hisense (Beijing) Electric |
2021 SPD Bank 5th Wealth Management Product |
| 2021 SPD Bank 6th Wealth Management Agreement |
29 September 2021 (agreement) / 29 September 2021 (announcement) |
Gorenje Company |
2021 SPD Bank 6th Wealth Management Product |
| 2021 SPD Bank 7th Wealth Management Agreement |
4 November 2021 (agreement) / 4 November 2021 (announcement) |
Gorenje Company |
2021 SPD Bank 7th Wealth Management Product |
The aggregate subscription amount of the SPD Bank Wealth Management Products above (excluding the 2021 SPD Bank 8th Wealth Management Product and the 2021 SPD Bank 9th Wealth Management Product) is RMB1,360,000,000 (equivalent to approximately HK$1,601,704,941 [Note 2] ).
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:
2021 SPD Bank 8th Wealth Management Agreement”
“2021 SPD Bank 8th Wealth Management Product”
2021 SPD Bank 9th Wealth Management Agreement”
“2021 SPD Bank 9th Wealth Management Product”
“Air-conditioner
the wealth management agreement entered into between Gorenje Company and the SPD Bank on 9 December 2021 in relation to the subscription of the 2021 SPD Bank 8th Wealth Management Product;
the wealth management product subscribed under the 2021 SPD Bank 8th Wealth Management Agreement, 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 9 December 2021 in relation to the subscription of the 2021 SPD Bank 9th Wealth Management Product;
the wealth management product subscribed under the 2021 SPD Bank 9th Wealth Management Agreement, the major terms of which are summarised in this announcement;
Qingdao Hisense Air-conditioner Marketing Co., Ltd.*( 青島海信空
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| Marketing Company” | 調營銷股份有限公司), a non-wholly owned subsidiary of the |
|---|---|
| Company; | |
| “Board” | the board of directors of the Company; |
| “Company” | 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 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; |
| Gorenje Company | Qingdao Gorenje Electrical Co., Ltd.*(青島古洛尼電器股份有限公 |
司), a non-wholly owned subsidiary of the Company; |
|
| “Hisense (Beijing) | Hisense (Beijing) Electric Co., Ltd.*(海信（北京）電器有限公司), a |
| Electric” | non-wholly owned subsidiary of the Company; |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong; |
| “Hong Kong Stock | |
| Exchange” | The Stock Exchange of Hong Kong Limited; |
| “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.*(廣東海信冰 |
| Company” | 箱營銷股份有限公司), a non-wholly owned subsidiary of the |
| Company; | |
| “Renminbi” or “RMB” | Renminbi, 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 |
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laws of the PRC;
“SPD Bank Wealth Management Agreements”
the SPD Bank wealth management agreements as listed in the section headed “List of SPD Bank Wealth Management Agreements” in this announcement, the 2021 SPD Bank 8th Wealth Management Agreement and the 2021 SPD Bank 9th Wealth Management Agreement;
“SPD Bank Wealth[the wealth management products subscribed under the SPD Bank ] Management Products” 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 purposes only.
“*”
Notes:
1. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.81432 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.
- This amount is an aggregation of the HK$ amounts converted from RMB at the exchange rates that were used in the announcements corresponding to the "Announcement Dates" in the list of SPD Bank Wealth Management Agreements. 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.
By order of the Board of Hisense Home Appliances Group Co., Ltd. Dai Hui Zhong Chairman
Foshan City, Guangdong, the PRC, 9 December 2021
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As at the date of this announcement, the Company’s executive directors are Mr. Dai Hui Zhong, Mr. Lin Lan, Mr. Jia Shao Qian, Mr. Fei Li Cheng and Mr. Xia Zhang Zhua; and the Company’s independent non-executive directors are Mr. Ma Jin Quan, Mr. Zhong Geng Shen and Mr. Cheung Sai Kit.
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