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Medlive Technology Co., Ltd. — Capital/Financing Update 2022
Aug 15, 2022
50436_rns_2022-08-15_739a21ea-9c93-4fb5-8d88-b5ed3d24d711.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 2022 held by the eleventh session of the Directors on 30 March 2022 and the 2021 annual general meeting of the Company held on 24 June 2022, 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. The progress is now announced as follows:
Reference is made to the Everbright Wealth Management Agreements in relation to the subscription of wealth management products by the Company and its subsidiaries (as subscribers) from Everbright Wealth Management (as issuer), further particulars of which are listed out in the section headed “List of Everbright Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, during the period from 2 August 2022 to 15 August 2022, Refrigerator Marketing Company, a non-wholly owned subsidiary of the Company, as subscriber entered into the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement to subscribe for the 2022 2nd Everbright Wealth Management Product, the 2022 3rd Everbright Wealth Management Product and the 2022 4th Everbright Wealth Management Product, respectively, in an aggregate subscription amount of RMB1,200,000,000 (equivalent to approximately HK$1,396,761,315 [Note1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the Everbright Wealth Management Agreements.
For each of the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement, all applicable percentage ratios (as defined under the Listing Rules) are below 5%. Therefore, each of the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement by itself does not constitute a 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 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth
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Management Agreement are aggregated, one of the applicable percentage ratios (as defined under the Listing Rules) of the transactions exceeds 5% but is less than 25%, and when the relevant subscription amounts under the Everbright Wealth Management Agreements are aggregated, the relevant applicable percentage ratios of the transactions under the Everbright Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and 2022 4th Everbright Wealth Management Agreement, 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 2022 held by the eleventh session of the Directors on 30 March 2022 and the 2021 annual general meeting of the Company held on 24 June 2022, 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 Everbright Wealth Management Agreements in relation to the subscription of wealth management products by the Company and its subsidiaries (as subscribers) from Everbright Wealth Management (as issuer), further particulars of which are listed out in the section headed “List of Everbright Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, during the period from 2 August 2022 to 15 August 2022, Refrigerator Marketing Company, a non-wholly owned subsidiary of the Company, as subscriber entered into the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement to subscribe for the 2022 2nd Everbright Wealth Management Product, the 2022 3rd Everbright Wealth Management Product and the 2022 4th Everbright Wealth Management Product, respectively, in an aggregate subscription amount of RMB1,200,000,000 (equivalent to approximately HK$1,396,761,315 [Note1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the Everbright Wealth Management Agreements. Summarised below are the major terms of the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement.
| 2022 2nd Everbright Wealth Management Agreement | |
|---|---|
| (1) Date of subscription: | 2 August 2022 |
| (2) Name of product: | Sunshine Weekly Tianli Zhenxiang B001 ( 陽光金周添利臻享B001號) |
| (3) Parties: | (i) Everbright Wealth Management as issuer (ii) Refrigerator Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Everbright Wealth Management and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. |
|
| (4) Type of product: | Fixed income, non-capital protected floating income |
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| (5) Risk rating of product: | Relatively low |
|---|---|
| (6) Principal amount of subscription: |
RMB200,000,000 (equivalent to approximately HK$232,723,211_Note2_) |
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: | The term of investment of the 2022 2nd Everbright Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected rate of return: |
3.65%-3.95% (subject to actual return) |
| (10) Investment scope of the product: |
The 2022 2nd Everbright Wealth Management Product principally invests in fixed-income assets in domestic and overseas markets, including: national bonds, local government bonds, central bank bills, government agency bonds, financial bonds, bank deposits, large certificates of deposit, interbank certificates of deposit, bond repurchases, corporate credit bonds, asset-backed securities, convertible bonds, exchangeable bonds and other assets approved by the banking supervisory authority of the State Council. The 2022 2nd Everbright Wealth Management Product can invest in public securities investment funds and other asset management products with the above-mentioned assets as investment targets. |
| (11) Payment of return on principal upon maturity: |
The principal and return will be deposited to the designated account of the subscriber withing 2 working days. |
| (12) Right of early termination: |
The subscriber is not entitled to early termination of the 2022 2nd Everbright Wealth Management Product. To protect the interests of subscribers, Everbright Wealth Management is entitled to early termination of the 2022 2nd Everbright Wealth Management Product in accordance with market changes. |
| 2022 3rd Everbright Wealth Management Agreement | |
|---|---|
| (1) Date of subscription: | 11 August 2022 |
| (2) Name of product: | Sunshine Daily Purchase 180 days ( 陽光天天購180天) |
| (3) Parties: | (i) Everbright Wealth Management as issuer (ii) Refrigerator Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Everbright Wealth Management and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. |
|
| (4) Type of product: | Fixed income, non-capital protected floating income |
| (5) Risk rating of product: | Relatively low |
| (6) Principal amount of | RMB500,000,000 (equivalent to approximately HK$582,811,717_Note3_) |
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| subscription: | |
|---|---|
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: | 180 days |
| (9) Expected rate of return: |
3.50%-4.30% (subject to actual return) |
| (10) Investment scope of the product: |
The 2022 3rd Everbright Wealth Management Product principally invests in fixed-income assets and financial derivative assets in domestic and foreign markets. Fixed-income investment varieties include government bonds, local government bonds, central bank bills, government agency bonds, financial bonds, bank deposits, large certificates of deposit, interbank certificates of deposit, bond repurchases, corporate credit bonds, asset- backed securities, convertible bonds, exchangeable bonds and other assets approved by the banking supervisory authority of the State Council. The investment varieties of financial derivative include interest rate swaps, government bond futures, credit risk mitigation certificates, total bond yield swaps and other assets approved by the banking supervisory authority of the State Council. The 2022 3rd Everbright Wealth Management Product can invest in public securities investment funds and other asset management products with the above-mentioned assets as investment targets. |
| (11) Payment of return on principal upon **maturity: ** |
The principal and return will be deposited to the designated account of the subscriber withing 2 working days. |
| (12) Right of early termination: |
The subscriber is not entitled to early termination of the 2022 3rd Everbright Wealth Management Product. To protect the interests of subscribers, Everbright Wealth Management is entitled to early termination of the 2022 3rd Everbright Wealth Management Product in accordance with market changes. |
| 2022 4th Everbright Wealth Management Agreement | |
|---|---|
| (1) Date of subscription: | 15 August 2022 |
| (2) Name of product: | Sunshine Daily Purchase 180 days ( 陽光天天購180天) |
| (3) Parties: | (i) Everbright Wealth Management as issuer (ii) Refrigerator Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Everbright Wealth Management and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. |
|
| (4) Type of product: | Fixed income, non-capital protected floating income |
| (5) Risk rating of product: | Relatively low |
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| (6) Principal amount of subscription: |
RMB500,000,000 (equivalent to approximately HK$581,226,388_Note4_) |
|---|---|
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: | 180 days |
| (9) Expected rate of return: |
3.50%-4.30% (subject to actual return) |
| (10) Investment scope of the product: |
The 2022 4th Everbright Wealth Management Product principally invests in fixed-income assets and financial derivative assets in domestic and foreign markets. Fixed-income investment varieties include government bonds, local government bonds, central bank bills, government agency bonds, financial bonds, bank deposits, large certificates of deposit, interbank certificates of deposit, bond repurchases, corporate credit bonds, asset- backed securities, convertible bonds, exchangeable bonds and other assets approved by the banking supervisory authority of the State Council. The investment varieties of financial derivative include interest rate swaps, government bond futures, credit risk mitigation certificates, total bond yield swaps and other assets approved by the banking supervisory authority of the State Council. The 2022 4th Everbright Wealth Management Product can invest in public securities investment funds and other asset management products with the above-mentioned assets as investment targets. |
| (11) Payment of return on principal upon maturity: |
The principal and return will be deposited to the designated account of the subscriber withing 2 working days. |
| (12) Right of early termination: |
The subscriber is not entitled to early termination of the 2022 4th Everbright Wealth Management Product. To protect the interests of subscribers, Everbright Wealth Management is entitled to early termination of the 2022 4th Everbright Wealth Management Product in accordance with market changes. |
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 Everbright 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 Everbright Wealth Management Products are on normal commercial terms, fair and reasonable, and in the interests of the Company and Shareholders as a
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whole.
IMPLICATION OF THE LISTING RULES
For each of the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement, all applicable percentage ratios (as defined under the Listing Rules) are below 5%. Therefore, each of the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement by itself does not constitute a 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 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement are aggregated and the 2022 4th Everbright Wealth Management Agreement are aggregated, one of the applicable percentage ratios (as defined under the Listing Rules) of the transactions exceeds 5% but is less than 25%, and when the relevant subscription amounts under the Everbright Wealth Management Agreements are aggregated, the relevant applicable percentage ratios of the transactions under the Everbright Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the 2022 2nd Everbright Wealth Management Agreement, the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement are aggregated, 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, REFRIGERATOR MARKETING COMPANY AND EVERBRIGHT WEALTH MANAGEMENT
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 and automotive air conditioner compressor and integrated thermal management system.
Refrigerator Marketing Company
Refrigerator Marketing Company is a company established in the PRC and a subsidiary of the Company. It is principally engaged in sales and after-sales service and technical services of household appliances such as refrigerators, freezers, washing machines, household appliances.
Everbright Wealth Management
Everbright Wealth Management Co., Ltd. is a bank financial subsidiary wholly-owned by China Everbright Bank Company Limited* ( 中國光大銀行股份有限公司 ), a licensed bank incorporated under the laws of the PRC listed on the Hong Kong Stock Exchange (Stock code: 6818) and the Shanghai Stock Exchange (Stock code: 601818). The business scope of Everbright Wealth Management mainly covers business areas including public issuance of financial products for the unspecified social public, investment and management of the entrusted investments and properties; non-public issuance of financial products for qualified investors; financial advisory and consulting services, etc.
LIST OF EVERBRIGHT WEALTH MANAGEMENT AGREEMENTS
| Name of agreement | Date of agreement / announcement |
Subscriber | Wealth management products subscribed |
|---|---|---|---|
| 2021 1stEverbright | 7 June2021(agreement) / | Company | 2021 1stEverbright |
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| Wealth Management Agreement |
9 July 2021 (announcement) | Wealth Management Product |
|
|---|---|---|---|
| 2021 2nd Everbright Wealth Management Agreement |
9 June 2021 (agreement) / 9 July 2021 (announcement) |
Refrigerator Marketing Company |
2021 2nd Everbright Wealth Management Product |
| 2021 3rd Everbright Wealth Management Agreement |
9 June 2021 (agreement) / 9 July 2021 (announcement) |
Refrigerator Marketing Company |
2021 3rd Everbright Wealth Management Product |
| 2021 4th Everbright Wealth Management Agreement |
21 June 2021 (agreement) / 9 July 2021 (announcement) |
Company | 2021 4th Everbright Wealth Management Product |
| 2021 5th Everbright Wealth Management Agreement |
9 July 2021 (agreement) / 9 July 2021 (announcement) |
Refrigerator Marketing Company |
2021 5th Everbright Wealth Management Product |
| 2021 6th Everbright Wealth Management Agreement |
3 August 2021 (agreement) / 3 August 2021 (announcement) |
Refrigerator Marketing Company |
2021 6th Everbright Wealth Management Product |
| 2021 7th Everbright Wealth Management Agreement |
4 August 2021 (agreement) / 4 August 2021 (announcement) |
Refrigerator Marketing Company |
2021 7th Everbright Wealth Management Product |
| 2021 8th Everbright Wealth Management Agreement |
12 August 2021 (agreement) / 12 August 2021 (announcement) |
Refrigerator Marketing Company |
2021 8th Everbright Wealth Management Product |
| 2021 9th Everbright Wealth Management Agreement |
2 September 2021 (agreement) / 2 September 2021 (announcement) |
Refrigerator Marketing Company |
2021 9th Everbright Wealth Management Product |
| 2021 10th Everbright Wealth Management Agreement |
29 September 2021 (agreement) / 29 September 2021 (announcement) |
Company | 2021 10th Everbright Wealth Management Product |
| 2022 1st Everbright Wealth Management Agreement |
18 May 2022 (agreement) / 18 May 2022 (announcement) |
Air- conditioner Marketing Company |
2022 1st Everbright Wealth Management Product |
The aggregate subscription amount of the Everbright Wealth Management Products above (excluding the 2022 2nd Everbright Wealth Management Product, the 2022 3rd Everbright Wealth Management Product and the 2022 4th Everbright Wealth Management Agreement are aggregated) is RMB2,700,000,000 (equivalent to approximately HK$3,240,214,406 [Note5] ).
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the meanings set out below:
“2022 2nd Everbright Wealth Management Agreement”
the wealth management agreement entered into between Refrigerator Marketing Company and Everbright Wealth Management on 2 August 2022 in relation to the subscription of the 2022 2nd Everbright Wealth Management Product;
“2022 3rd Everbright Wealth
the wealth management agreement entered into between Refrigerator
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| Management Agreement” | Marketing Company and Everbright Wealth Management on 11 |
|---|---|
| August 2022 in relation to the subscription of the 2022 3rd | |
| Everbright Wealth Management Product; | |
| “2022 4th Everbright Wealth | the wealth management agreement entered into between Refrigerator |
| Management Agreement” | Marketing Company and Everbright Wealth Management on 15 |
| August 2022 in relation to the subscription of the 2022 4th | |
| Everbright Wealth Management Product; | |
| “2022 2nd Everbright Wealth | the wealth management product subscribed under the 2022 2nd |
| Management Product” | Everbright Wealth Management Agreement, the major terms of |
| which are summarised in this announcement; | |
| “2022 3rd Everbright Wealth | the wealth management product subscribed under the 2022 3rd |
| Management Product” | Everbright Wealth Management Agreement, the major terms of |
| which are summarised in this announcement; | |
| “2022 4th Everbright Wealth | the wealth management product subscribed under the 2022 4th |
| Management Product” | Everbright Wealth Management Agreement, the major terms of |
| which are summarised in this announcement; | |
| “Air-conditioner Marketing | Qingdao Hisense Air-conditioner Marketing Co., Ltd.* (青島海信空 |
| 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 liability, 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; |
| “Everbright Wealth | a bank financial subsidiary wholly-owned by China Everbright Bank |
| Management” | Company Limited* (中國光大銀行股份有限公司). China |
| Everbright Bank Company Limited is a licensed bank incorporated | |
| under the laws of the PRC; | |
| “Everbright Wealth Management | the Everbright wealth management agreements as listed in the |
| Agreements” | section headed “List of Everbright Wealth Management |
| Agreements” in this announcement, the 2022 2nd Everbright Wealth | |
| Management Agreement, the 2022 3rd Everbright Wealth | |
| Management Agreement and the 2022 4th Everbright Wealth | |
| Management Agreement; |
“Everbright Wealth Management the wealth management products subscribed under the Everbright
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| Products” | Wealth Management Agreements; |
|---|---|
| “Group” | the Company and its subsidiaries; |
| “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 subsidiary of the Company; |
| “Renminbi” or “RMB” | Renminbi, the lawful currency of the PRC; |
| “Shareholder(s)” | the shareholder(s) of the Company; |
| “Working Day” | a statutory working day in the PRC; |
| “%” | per cent; and |
| “*” | for identification purposes only. |
Notes:
1. This amount is an aggregation of the subscription amount of the 2022 2nd Everbright Wealth Management Agreement and the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement. For the exchange rate for converting the subscription amount from RMB to HK$ under each of the 2022 2nd Everbright Wealth Management Agreement and the 2022 3rd Everbright Wealth Management Agreement and the 2022 4th Everbright Wealth Management Agreement, please refer to Notes 2 , 3 and 4 below.
2. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.85939 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.
3. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.85791 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.
4. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.86025 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.
5. This amount is an aggregation of the HK$ amounts converted from RMB at the exchange rates that
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were used in the announcements corresponding to the "Announcement Dates" in the list of Everbright 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 Hisense Home Appliances Group Co., Ltd. Dai Hui Zhong Chairman
Foshan City, Guangdong, the PRC, 15 August 2022
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, Mr. Xia Zhang Zhua and Ms. Gao Yu Ling; 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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