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Medlive Technology Co., Ltd. — Capital/Financing Update 2022
Mar 21, 2022
50436_rns_2022-03-21_d3cf326c-3f2b-458f-a804-9f955822ff61.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 shortterm and low-risk investment for wealth management was approved.
Reference is made to the Citic Bank Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from Citic Bank (as issuer), further particulars of which are listed out in the section headed “List of Citic Bank Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, on 21 March 2022, Refrigerator Marketing Company, a nonwholly owned subsidiary of the Company, as subscriber entered into the 2022 Citic Bank 1st Wealth Management Agreement to subscribe for the 2022 Citic Bank 1st Wealth Management Product in the subscription amount of RMB200,000,000 (equivalent to approximately HK$245,757,609 [Note1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the Citic Bank Wealth Management Agreements.
The 2022 Citic Bank 1st 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 Citic Bank Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the Citic Bank Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the Citic 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.
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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 shortterm and low-risk investment for wealth management was approved.
Reference is made to the Citic Bank Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from Citic Bank (as issuer), further particulars of which are listed out in the section headed “List of Citic Bank Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, on 21 March 2022, Refrigerator Marketing Company, a nonwholly owned subsidiary of the Company, as subscriber entered into the 2022 Citic Bank 1st Wealth Management Agreement to subscribe for the 2022 Citic Bank 1st Wealth Management Product in the subscription amount of RMB200,000,000 (equivalent to approximately HK$245,757,609 [Note1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the Citic Bank Wealth Management Agreements. Summarised below are the major terms of the 2022 Citic Bank 1st Wealth Management Agreement:
| 2022 Citic Bank 1st Wealth Management Agreement | |
|---|---|
| (1)Date of subscription: |
21 March 2022 |
| (2) Name of product: |
Citic Bank Win-win and Stable 182 days (Privileged) Wealth Management Product ( 中信理財之共贏穩健周期182 天(尊享)理財產品) |
| (3) Parties: | (i) Citic Bank as issuer (ii) Refrigerator Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Citic 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: |
Stable |
| (6) Principal amount of subscription: |
RMB200,000,000 (equivalent to approximately HK$245,757,609_Note1_) |
| (7) Currency of subscription: |
Renminbi |
| (8) Term of investment: |
182 days |
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| (9) Expected rate of return: |
3.45% per annum |
|---|---|
| (10) Investment scope of the product: |
The 2022 Citic Bank 1st Wealth Management Product invests in: (i) currencies market: cash, bank deposits, currencies funds, pledged repo and other currencies market assets; (ii)fixed income: bonds, asset-backed securities, non-public directional debt financing instruments, bond funds and other fixed income assets; and (iii) Non-standardized debt assets and others: qualified asset management plans of fund companies and their asset management companies, asset management plans of securities companies and their asset management companies, asset management plans of insurance asset management companies, trust plans, entrusted debt investment, RMB interest rate swaps, RMB interest rate contracts, credit risk hedging tools, government bond futures and other assets or asset combinations. |
| (11) Payment of return on principal upon maturity: |
The principal and return will be deposited to the designated account of the subscriber on one Working Day after the maturity date (“Payment Date”), or on the following Working Day if the Payment Date falls on a non-Working Day. |
| (12) Right of early termination: |
The subscriber is not entitled to early termination of the 2022 Citic Bank 1st Wealth Management Product. Citic Bank is entitled to early termination of the 2022 Citic Bank 1st Wealth Management Product if there arises any adverse situation which affects the purpose of the 2022 Citic Bank 1st Wealth Management Agreement. |
REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS
The approval procedures of the subscriptions of wealth management products by the Company are in compliance with the relevant requirements of “Management Measures for Conducting Entrusted Wealth Management Transactions” ( 《委託理財管理制度》 ) of the Company. The subscriptions of the Citic 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 Citic 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 UNDER THE LISTING RULES
The 2022 Citic Bank 1st 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 Citic Bank Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the Citic Bank Wealth Management Agreements exceed 5% but are
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lower than 25%. Therefore, the transactions under the Citic 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 ON THE COMPANY, REFRIGERATOR MARKETING COMPANY AND CITIC 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 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, which is principally engaged in sales and after-sales service and technical services of household appliances such as refrigerators, freezers, washing machines, household appliances.
Citic Bank
Citic Bank is a branch of China Citic Bank Corporation Limited*( 中信銀行股份有限公司 ), a licensed bank incorporated under the laws of the PRC listed on the Hong Kong Stock Exchange (Stock code: 998) and the Shanghai Stock Exchange (Stock code: 601998). Citic Bank is principally engaged in provision of corporate and personal banking services, the provision of asset management, finance leasing and other non-banking financial services.
LIST OF CITIC BANK WEALTH MANAGEMENT AGREEMENTS
| Name of agreement | Date of agreement / announcement |
Subscriber | Wealth management products subscribed |
|---|---|---|---|
| 2021 Citic Bank 1st Wealth Management Agreement |
11 May 2021 (agreement) / 18 June 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 1st Wealth Management Product |
| 2021 Citic Bank 2nd Wealth Management Agreement |
31 May 2021 (agreement) / 18 June 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 2nd Wealth Management Product |
| 2021 Citic Bank 3rd Wealth Management Agreement |
9 June 2021 (agreement) / 18 June 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 3rd Wealth Management Product |
| 2021 Citic Bank 4th Wealth Management Agreement |
9 June 2021 (agreement) / 18 June 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 4th Wealth |
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| Management Product |
|||
|---|---|---|---|
| 2021 Citic Bank 5th Wealth Management Agreement |
18 June 2021 (agreement) / 18 June 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 5th Wealth Management Product |
| 2021 Citic Bank 6th Wealth Management Agreement |
18 June 2021 (agreement) / 18 June 2021 (announcement) |
Air-conditioner Marketing Company |
2021 Citic Bank 6th Wealth Management Product |
| 2021 Citic Bank 7th Wealth Management Agreement |
5 July 2021 (agreement) / 5 July 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 7th Wealth Management Product |
| 2021 Citic Bank 8th Wealth Management Agreement |
13 July 2021 (agreement) / 13 July 2021 (announcement) |
Company | 2021 Citic Bank 8th Wealth Management Product |
| 2021 Citic Bank 9th Wealth Management Agreement |
16 July 2021 (agreement) / 16 July 2021 (announcement) |
Air-conditioner Marketing Company |
2021 Citic Bank 9th Wealth Management Product |
| 2021 Citic Bank 10th Wealth Management Agreement |
2 September 2021 (agreement) / 2 September 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 10th Wealth Management Product |
| 2021 Citic Bank 11th Wealth Management Agreement |
16 September 2021 (agreement) / 16 September 2021 (announcement) |
Refrigerator Marketing Company |
2021 Citic Bank 11th Wealth Management Product |
The aggregate subscription amount of the Citic Bank Wealth Management Products above (excluding the 2022 Citic Bank 1st Wealth Management Product) is RMB2,750,000,000 (equivalent to approximately HK$3,317,352,262 [Note2] ).
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the meanings set out below:
“2022 Citic Bank 1st the wealth management agreement entered into between Refrigerator Wealth Management Marketing Company and Citic Bank on 21 March 2022 in relation to the Agreement” subscription of the 2022 Citic Bank 1st Wealth Management Product;
“2022 Citic Bank 1st the wealth management product subscribed under the 2022 Citic Bank 1st Wealth Management Wealth Management Agreement, the major terms of which are Product” summarised in this announcement;
“Air-conditioner Marketing Qingdao Hisense Air-conditioner Marketing Co., Ltd.*(青島海信空調營 Company” 銷股份有限公司), a non-wholly owned subsidiary of the Company
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| “Board” | the board of directors of the Company; |
|---|---|
| “Citic Bank” | a branch of China Citic Bank Corporation Limited *(中信銀行股份有限 |
| 公司), a licensed bank incorporated under the laws of the PRC; | |
| “Citic Bank Wealth | the Citic Bank wealth management agreements as listed in the section |
| Management Agreements” | headed “List of Citic Bank Wealth Management Agreements” in this |
| announcement and the 2022 Citic Bank 1st Wealth Management | |
| Agreement; | |
| “Citic Bank Wealth | the wealth management products subscribed under the Citic Bank Wealth |
| Management Products” | Management Agreements; |
| “Company” | Hisense Home Appliances Group Co., Ltd.*(海信家電集團股份有限公 |
| 司), a joint stock limited company incorporated in the PRC with limited | |
| liability, whose shares are listed on the main board of the Hong Kong | |
| Stock Exchange and the Shenzhen Stock Exchange; | |
| “connected person(s)” | has the meaning ascribed to it under the Listing Rules; |
| “Director(s)” | the director(s) of the Company; |
| “Group” | the Company and its subsidiaries; |
| “HK$” | 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.*(廣東海信冰箱 |
| Company” | 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; |
| “Working Day” | a statutory working day in the PRC; |
| “%” | per cent; and |
| “*” | for identification purposes only. |
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Notes:
1. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.81381 to HK$1 for the purpose of illustration only. No representation is made that any amount in HK$ or RMB could have been or could be converted at the relevant dates at the above rate or at any other rates or at all.
2. This amount is an aggregation of the HK$ amounts converted from RMB at the exchange rates that were used in the announcements corresponding to the "Announcement Dates" in the list of Citic 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 Hisense Home Appliances Group Co., Ltd. Dai Hui Zhong Chairman
Foshan City, Guangdong, the PRC, 21 March 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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