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Medlive Technology Co., Ltd. — Capital/Financing Update 2022
Jun 16, 2022
50436_rns_2022-06-16_b2b9cdf9-463d-4df3-885e-3894d5f0e5fe.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, during the period from 17 February 2022 to 16 June 2022, Gorenje Company and Refrigerator Marketing Company (as subscribers), non-wholly owned subsidiaries of the Company, entered into the SPD Bank Wealth Management Agreements to subscribe for the SPD Bank Wealth Management Products in an aggregate subscription amount of RMB550,000,000 (equivalent to approximately HK$646,485,653 [Note 1] ).
The Group utilised its idle funds for the payment of the subscription amount under the SPD Bank Wealth Management Agreements.
Each of the SPD Bank 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
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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.
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, during the period from 17 February 2022 to 16 June 2022, Gorenje Company and Refrigerator Marketing Company (as subscribers), non-wholly owned subsidiaries of the Company, entered into the SPD Bank Wealth Management Agreements to subscribe for the SPD Bank Wealth Management Products in an aggregate subscription amount of RMB550,000,000 (equivalent to approximately HK$646,485,653 [Note 1] ).
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 SPD Bank Wealth Management Agreements:
| 2022 SPD Bank 1st Wealth Management Agreement | |
|---|---|
| (1) Date of subscription: |
17 February 2022 |
| (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 |
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| 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: |
RMB50,000,000 (equivalent to approximately HK$61,594,560_Note 2_) |
| (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 2022 SPD Bank 1st 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. |
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| (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 2022 SPD Bank 1st Wealth Management Product. |
| 2022 SPD Bank 2nd Wealth Management Agreement | |
| (1) Date of subscription: |
16 June 2022 |
| (2) Name of product: |
SPD Bank Tiantianli Advance No. 1 Wealth Management Plan ( 浦發銀行天添利進取1 號理財計劃) |
| (3) Parties: | (i) SPD Bank as issuer (ii) Refrigerator Marketing Company 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: |
RMB200,000,000 (equivalent to approximately HK$233,956,437_Note 3_) |
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: |
Every Working Day is an open day for subscriptions and redemptions, so the term of investment of the 2022 SPD Bank 2nd Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected maximum rate of return: |
The performance comparison benchmark is the 7-day notice deposit rate of the People’s Bank of China (1.35%). |
| (10) Investment scope of the product: |
The 2022 SPD Bank 2nd Wealth Management Product invests in fixed income assets: cash, deposits, interbank deposits, inter-bank lending, repo; 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, standardized notes, 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, currency funds; and trust plans, securities companies and their asset management company asset management plans, fund companies and |
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| 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, 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. |
| (12) Right of early termination: |
The SPD Bank has the right to extend the term of the subscription based on the operation of the 2022 SPD Bank 2nd Wealth Management Product. |
| 2022 SPD Bank 3rd Wealth Management Agreement | |
| (1) Date of subscription: |
16 June 2022 |
| (2) Name of product: |
SPD Bank Putian Tongying No. 1 Wealth Management Plan ( 浦發銀行浦天同盈1號理財計劃) |
| (3) Parties: | (i) SPD Bank as issuer (ii) Refrigerator Marketing Company 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: |
RMB300,000,000 (equivalent to approximately HK$350,934,656_Note3_) |
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: |
Every Working Day is an open day for subscriptions and redemptions, so the term of investment of the 2022 SPD Bank 3rd Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected maximum rate of return: |
The performance comparison benchmark is the 7-day notice deposit rate of the People’s Bank of China (1.35%). |
| (10) Investment scope of the product: |
The 2022 SPD Bank 3rd Wealth Management Product invests in fixed income assets: cash, deposits, interbank deposits, inter-bank lending, repo, interbank loans; 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, |
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| enterprise bonds, medium-term notes, short-term financing bills, ultra-short-term financing bills, standardized notes, 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, bond lending, currency funds; 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, 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. |
| (12) Right of early termination: |
The SPD Bank is entitled to early termination of the 2022 SPD Bank 3rd 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
Each of the SPD Bank 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, REFRIGERATOR MARKETING COMPANY AND THE SPD BANK
The Company
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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.
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.
Refrigerator Marketing Company
Refrigerator Marketing Company is a company incorporated in the PRC and a non-wholly owned 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.
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 |
|---|---|---|---|
| 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 | 4 November 2021 (agreement) / | Gorenje | 2021 SPD Bank 7th |
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| Wealth Management Agreement |
4 November 2021 (announcement) | Company | Wealth Management Product |
|---|---|---|---|
| 2021 SPD Bank 8th Wealth Management Agreement |
9 December 2021 (agreement) / 9 December 2021 (announcement) |
Gorenje Company |
2021 SPD Bank 8th Wealth Management Product |
| 2021 SPD Bank 9th Wealth Management Agreement |
9 December 2021 (agreement) / 9 December 2021 (announcement) |
Hisense (Beijing) Electric |
2021 SPD Bank 9th Wealth Management Product |
| 2022 SPD Bank 1st Wealth Management Agreement |
17 February 2022 (agreement) / 16 June 2022 (announcement) |
Gorenje Company |
2022 SPD Bank 1st Wealth Management Product |
The aggregate subscription amount of the SPD Bank Wealth Management Products above (excluding the 2022 SPD Bank 2nd Wealth Management Product and the 2022 SPD Bank 3rd Wealth Management Product) is RMB530,000,000 (equivalent to approximately HK$642,696,833 [Note 1] ).
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:
2022 SPD Bank 1st Wealth Management Agreement”
the wealth management agreement entered into between Gorenje Company and the SPD Bank on 17 February 2022 in relation to the subscription of the 2022 SPD Bank 1st Wealth Management Product;
“2022 SPD Bank 1st the wealth management product subscribed under the 2022 SPD Wealth Management Bank 1st Wealth Management Agreement, the major terms of which Product” are summarised in this announcement; 2022 SPD Bank 2nd the wealth management agreement entered into between Refrigerator Wealth Management Marketing Company and the SPD Bank on 16 June 2022 in relation Agreement” to the subscription of the 2022 SPD Bank 2nd Wealth Management Product;
“2022 SPD Bank 2nd the wealth management product subscribed under the 2022 SPD Wealth Management Bank 2nd Wealth Management Agreement, the major terms of which Product” are summarised in this announcement; 2022 SPD Bank 3rd the wealth management agreement entered into between Refrigerator Wealth Management Marketing Company and the SPD Bank on 16 June 2022 in relation Agreement” to the subscription of the 2022 SPD Bank 3rd Wealth Management Product;
“2022 SPD Bank 3rd the wealth management product subscribed under the 2022 SPD Wealth Management Bank 3rd Wealth Management Agreement, the major terms of which Product” are summarised in this announcement; “Board” the board of directors of the Company;
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“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) Electric Co., Ltd.( 海信（北京）電器有限公司 ), a “Hisense (Beijing) Electric” non-wholly owned subsidiary of the Company; Hong Kong dollars, the lawful currency of Hong Kong; “HK$” “Hong Kong Stock The Stock Exchange of Hong Kong Limited; Exchange” the Rules Governing the Listing of Securities on the Hong Kong “Listing Rules” Stock Exchange; “PRC” the People’s Republic of China; Guangdong Hisense Refrigerator Marketing Co., Ltd.( 廣東海信冰 “Refrigerator Marketing 箱營銷股份有限公司 ), a non-wholly owned subsidiary of the Company” Company;
“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC; the shareholder(s) of the Company; “Shareholder(s)” “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; “SPD Bank Wealth the SPD Bank wealth management agreements as listed in the section Management headed “List of SPD Bank Wealth Management Agreements” in this Agreements” announcement, the 2022 SPD Bank 2nd Wealth Management
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Agreement and the 2022 SPD Bank 3rd 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 is an aggregation of the HK$ amounts converted from RMB at exchange rates adopted in this announcement. 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.
2. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.81176 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 RMB0.85486 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. Dai Hui Zhong Chairman
Foshan City, Guangdong, the PRC, 16 June 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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