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Medlive Technology Co., Ltd. — Capital/Financing Update 2023
Dec 4, 2023
50436_rns_2023-12-04_ccf379eb-5907-4b1c-923f-4658a70f638b.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 2023 held by the eleventh session of the Directors on 30 March 2023 and the 2022 annual general meeting of the Company held on 29 June 2023, 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 RMB14,000,000,000 to commercial banks, trust companies, securities companies, fund companies, insurance companies, asset management companies and other financial institutions to conduct short-term and medium- and low-risk investment for wealth management was approved.
Reference is made to the Bairui Trust Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from Bairui Trust Wealth Management (as issuer), further particulars of which are listed out in the section headed “List of Bairui Trust Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, during the period from 19 October 2023 to 4 December 2023, the Company and its non-wholly owned subsidiaries, Air-conditioner Marketing Company and Refrigerator Marketing Company as subscribers entered into the Bairui Trust Wealth Management Agreements to subscribe for the Bairui Trust Wealth Management Products in an aggregate subscription amount of RMB1,560,000,000 (equivalent to approximately HK$1,701,721,591 [Note 1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the Bairui Trust Wealth Management Agreements.
Each of the Bairui Trust Wealth Management Agreements 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 Bairui Trust Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the Bairui Trust Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the Bairui Trust 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 2023 held by the eleventh session of the Directors on 30 March 2023 and the 2022 annual general meeting of the Company held on 29 June 2023, 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 RMB14,000,000,000 to commercial banks, trust companies, securities companies, fund companies, insurance companies, asset management companies and other financial institutions to conduct short-term and medium- and low-risk investment for wealth management was approved.
Reference is made to the Bairui Trust Wealth Management Agreements in relation to subscription of wealth management products by the Company and its subsidiaries (as subscribers) from Bairui Trust Wealth Management (as issuer), further particulars of which are listed out in the section headed “List of Bairui Trust Wealth Management Agreements” in this announcement.
The Board is pleased to announce that, during the period from 19 October 2023 to 4 December 2023, the Company and its non-wholly owned subsidiaries, Air-conditioner Marketing Company and Refrigerator Marketing Company as subscribers entered into the Bairui Trust Wealth Management Agreements to subscribe for the Bairui Trust Wealth Management Products in an aggregate subscription amount of RMB1,560,000,000 (equivalent to approximately HK$1,701,721,591 [Note 1] ).
The Group utilised its idle funds for the payment of the subscription amount under each of the Bairui Trust Wealth Management Agreements. Summarised below are the major terms of Bairui Trust Wealth Management Agreements:
| 2023 8th Bairui Trust Wealth Management Agreement | |
|---|---|
| (1)Date of subscription: |
19 October 2023 |
| (2) Name of product: |
Bairui Anxin Zengli No. 3 Collective Fund Trust Plan (百瑞安鑫增利3號集合資金信託計劃) |
| (3) Parties: | (i) Bairui Trust as trustee (ii) Air-conditioner Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust 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: |
Medium-low |
| (6) Principal amount of subscription: |
RMB100,000,000 (equivalent to approximately HK$109,026,286_Note 2_) |
| (7) Currency of subscription: |
Renminbi |
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| (8) Term of investment: |
Every Working Day is an open day for subscriptions and redemptions, so the term of investment of the 2023 8th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
|---|---|
| (9) Expected rate of return: |
The performance of the 2023 8th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 8th Bairui Trust Wealth Management Product invests in: (i) monetary deposit instruments, including general deposits such as bank deposits; (ii) interbank and exchange bond reverse repurchase business; (iii) interbank and exchange market bonds, including government credit bonds such as listed and outstanding treasury bonds, central bank bills, policy financial bonds and local government bonds, and non-government credit bonds such as financial bonds, non-financial corporate debt financing instruments, corporate bonds, enterprise bonds, interbank certificates of deposits, convertible bonds, exchangeable bonds, credit asset-backed securities, asset-backed notes and asset-backed securities listed and traded in stock exchanges; (iv) publicly offered open-ended and closed-ended funds, including money market funds, bond funds and other fixed-income fund products; (v) other standardized debt assets as determined by the regulator; (vi) the underlying products are fixed income asset management products with standardized financial products (the underlying products are invested in investment targets that satisfy the qualifications set forth in clauses (i) to (v); and (vii) trust industry protection fund. |
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) will be deposited to the designated account of the subscriber within 2 Working Days after the redemption date. |
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 8th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 8th Bairui Trust Wealth Management Agreement. |
| 2023 9th Bairui Trust Wealth Management Agreement | |
| (1)Date of subscription: |
24 October 2023 |
| (2) Name of product: |
Bairui Anxin Zengli Collective Fund Trust Plan(Ju Ying No.4) (百瑞安鑫增利集合資金信託計劃(聚盈4號)) |
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| (3) Parties: | (i) Bairui Trust as trustee (ii) Refrigerator Marketing Company as subscriber |
|---|---|
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust 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: |
Medium-low |
| (6) Principal amount of subscription: |
RMB530,000,000 (equivalent to approximately HK$577,725,940_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 2023 9th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected rate of return: |
The performance of the 2023 9th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 9th Bairui Trust Wealth Management Product invests in: (i) fixed-income asset management products with standardized assets at the bottom; (ii) publicly offered open-ended and closed-ended money funds, bond funds; (iii) trust industry protection fund; and (iv) bank deposits, certificates of deposit and other money market instruments with good liquidity. |
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) will be deposited to the designated account of the subscriber within 5 Working Days after the redemption date. |
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 9th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 9th Bairui Trust Wealth Management Agreement. |
| 2023 10th Bairui Trust Wealth Management Agreement | |
| (1)Date of subscription: |
30 October 2023 |
| (2) Name of product: |
Bairui Anxin Yueying Collective Fund Trust Plan (百瑞安鑫悅盈集合資金信託計劃) |
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| (3) Parties: | (i) Bairui Trust as trustee (ii) Refrigerator Marketing Company as subscriber |
|---|---|
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust 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: |
Medium-low |
| (6) Principal amount of subscription: |
RMB250,000,000 (equivalent to approximately HK$272,423,149_Note 4_) |
| (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 2023 10th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected rate of return: |
The performance of the 2023 10th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 10th Bairui Trust Wealth Management Product invests in bank deposits, interbank certificates of deposit, bond repurchases, money market funds, bond funds, exchange and interbank market bonds and notes, bond investment products, trust industry protection funds, other low-risk fixed-income products, and other financial instruments that are permitted to be invested by laws, regulations, and supervisory authorities. |
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) will be deposited to the designated account of the subscriber within 2 Working Days after the redemption date. |
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 10th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 10th Bairui Trust Wealth Management Agreement. |
| 2023 11th Bairui Trust Wealth Management Agreement | |
| (1)Date of subscription: |
1 November 2023 |
| (2) Name of product: |
Bairui Anxin Zengli No. 3 Collective Fund Trust Plan (百瑞安鑫增利3號集合資金信託計劃) |
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| (3) Parties: | (i) Bairui Trust as trustee (ii) Air-conditioner Marketing Company as subscriber |
|---|---|
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust 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: |
Medium-low |
| (6) Principal amount of subscription: |
RMB80,000,000 (equivalent to approximately HK$87,215,324_Note 5_) |
| (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 2023 11th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected rate of return: |
The performance of the 2023 11th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 11th Bairui Trust Wealth Management Product invests in: (i) monetary deposit instruments, including general deposits such as bank deposits; (ii) interbank and exchange bond reverse repurchase business; (iii) interbank and exchange market bonds, including government credit bonds such as listed and outstanding treasury bonds, central bank bills, policy financial bonds and local government bonds, and non-government credit bonds such as financial bonds, non-financial corporate debt financing instruments, corporate bonds, enterprise bonds, interbank certificates of deposits, convertible bonds, exchangeable bonds, credit asset-backed securities, asset-backed notes and asset-backed securities listed and traded in stock exchanges; (iv) publicly offered open-ended and closed-ended funds, including money market funds, bond funds and other fixed-income fund products; (v) other standardized debt assets as determined by the regulator; (vi) the underlying products are fixed income asset management products with standardized financial products (the underlying products are invested in investment targets that satisfy the qualifications set forth in clauses (i) to (v); and (vii) trust industry protection fund. |
| (11) Payment of return on |
The principal and return (if any) will be deposited to the designated account of the subscriber within 2 Working Days after the redemption date. |
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| principal upon maturity: |
|
|---|---|
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 11th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 11th Bairui Trust Wealth Management Agreement. |
| 2023 12th Bairui Trust Wealth Management Agreement | |
|---|---|
| (1)Date of subscription: |
6 November 2023 |
| (2) Name of product: |
Bairui Anxin Zengli No. 3 Collective Fund Trust Plan (百瑞安鑫增利3號集合資金信託計劃) |
| (3) Parties: | (i) Bairui Trust as trustee (ii) Air-conditioner Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust 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: |
Medium-low |
| (6) Principal amount of subscription: |
RMB50,000,000 (equivalent to approximately HK$54,494,131_Note 6_) |
| (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 2023 12th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected rate of return: |
The performance of the 2023 12th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 12th Bairui Trust Wealth Management Product invests in: (i) monetary deposit instruments, including general deposits such as bank deposits; (ii) interbank and exchange bond reverse repurchase business; (iii) interbank and exchange market bonds, including government credit bonds such as listed and outstanding treasury bonds, central bank bills, policy financial bonds and local government bonds, and non-government credit bonds such as financial bonds, non-financial corporate debt financing instruments, corporate bonds, enterprise bonds, interbank certificates of |
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| deposits, convertible bonds, exchangeable bonds, credit asset-backed securities, asset-backed notes and asset-backed securities listed and traded in stock exchanges; (iv) publicly offered open-ended and closed-ended funds, including money market funds, bond funds and other fixed-income fund products; (v) other standardized debt assets as determined by the regulator; (vi) the underlying products are fixed income asset management products with standardized financial products (the underlying products are invested in investment targets that satisfy the qualifications set forth in clauses (i) to (v); and (vii) trust industry protection fund. |
|
|---|---|
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) will be deposited to the designated account of the subscriber within 2 Working Days after the redemption date. |
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 12th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 12th Bairui Trust Wealth Management Agreement. |
| 2023 13th Bairui Trust Wealth Management Agreement | |
|---|---|
| (1)Date of subscription: |
16 November 2023 |
| (2) Name of product: |
Bairui Anxin Zengli No. 3 Collective Fund Trust Plan (百瑞安鑫增利3號集合資金信託計劃) |
| (3) Parties: | (i) Bairui Trust as trustee (ii) Air-conditioner Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust 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: |
Medium-low |
| (6) Principal amount of subscription: |
RMB300,000,000 (equivalent to approximately HK$326,562,602_Note 7_) |
| (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 2023 13th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
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| (9) Expected rate of return: |
The performance of the 2023 13th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 13th Bairui Trust Wealth Management Product invests in: (i) monetary deposit instruments, including general deposits such as bank deposits; (ii) interbank and exchange bond reverse repurchase business; (iii) interbank and exchange market bonds, including government credit bonds such as listed and outstanding treasury bonds, central bank bills, policy financial bonds and local government bonds, and non-government credit bonds such as financial bonds, non-financial corporate debt financing instruments, corporate bonds, enterprise bonds, interbank certificates of deposits, convertible bonds, exchangeable bonds, credit asset-backed securities, asset-backed notes and asset-backed securities listed and traded in stock exchanges; (iv) publicly offered open-ended and closed-ended funds, including money market funds, bond funds and other fixed-income fund products; (v) other standardized debt assets as determined by the regulator; (vi) the underlying products are fixed income asset management products with standardized financial products (the underlying products are invested in investment targets that satisfy the qualifications set forth in clauses (i) to (v); and (vii) trust industry protection fund. |
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) will be deposited to the designated account of the subscriber within 2 Working Days after the redemption date. |
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 13th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 13th Bairui Trust Wealth Management Agreement. |
| 2023 14th Bairui Trust Wealth Management Agreement | |
| (1)Date of subscription: |
23 November 2023 |
| (2) Name of product: |
Bairui Anxin Yueying Collective Fund Trust Plan (百瑞安鑫悅盈集合資金信託計劃) |
| (3) Parties: | (i) Bairui Trust as trustee (ii) the Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. |
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| (4) Type of product: |
Non-principal-guaranteed with floating return |
|---|---|
| (5) Risk rating of product: |
Medium-low |
| (6) Principal amount of subscription: |
RMB150,000,000 (equivalent to approximately HK$164,241,369_Note 8_) |
| (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 2023 14th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected rate of return: |
The performance of the 2023 14th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 14th Bairui Trust Wealth Management Product invests in bank deposits, interbank certificates of deposit, bond repurchases, money market funds, bond funds, exchange and interbank market bonds and notes, bond investment products, trust industry protection funds, other low-risk fixed-income products, and other financial instruments that are permitted to be invested by laws, regulations, and supervisory authorities. |
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) will be deposited to the designated account of the subscriber within 2 Working Days after the redemption date. |
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 14th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 14th Bairui Trust Wealth Management Agreement. |
| 2023 15th Bairui Trust Wealth Management Agreement 4 December 2023 Bairui Anxin Zengli No. 3 Collective Fund Trust Plan (百瑞安鑫增利3號集合資金信託計劃) (i) Bairui Trust as trustee (ii) Air-conditioner Marketing Company as subscriber To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. |
|
| 2023 15th Bairui Trust Wealth Management Agreement | |
| (1)Date of subscription: |
4 December 2023 |
| (2) Name of product: |
Bairui Anxin Zengli No. 3 Collective Fund Trust Plan (百瑞安鑫增利3號集合資金信託計劃) |
| (3) Parties: | (i) Bairui Trust as trustee (ii) Air-conditioner Marketing Company as subscriber |
| To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bairui Trust and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. |
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| (4) Type of product: |
Non-principal-guaranteed with floating return |
|---|---|
| (5) Risk rating of product: |
Medium-low |
| (6) Principal amount of subscription: |
RMB100,000,000 (equivalent to approximately HK$110,032,790_Note 9_) |
| (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 2023 15th Bairui Trust Wealth Management Product is subject to the redemption time of the subscriber. |
| (9) Expected rate of return: |
The performance of the 2023 15th Bairui Trust Wealth Management Product will fluctuate with the market and is subject to uncertainty. It will be valued at the net asset value of the trust units on the valuation day. |
| (10) Investment scope of the product: |
The 2023 15th Bairui Trust Wealth Management Product invests in: (i) monetary deposit instruments, including general deposits such as bank deposits; (ii) interbank and exchange bond reverse repurchase business; (iii) interbank and exchange market bonds, including government credit bonds such as listed and outstanding treasury bonds, central bank bills, policy financial bonds and local government bonds, and non-government credit bonds such as financial bonds, non-financial corporate debt financing instruments, corporate bonds, enterprise bonds, interbank certificates of deposits, convertible bonds, exchangeable bonds, credit asset-backed securities, asset-backed notes and asset-backed securities listed and traded in stock exchanges; (iv) publicly offered open-ended and closed-ended funds, including money market funds, bond funds and other fixed-income fund products; (v) other standardized debt assets as determined by the regulator; (vi) the underlying products are fixed income asset management products with standardized financial products (the underlying products are invested in investment targets that satisfy the qualifications set forth in clauses (i) to (v); and (vii) trust industry protection fund. |
| (11) Payment of return on principal upon maturity: |
The principal and return (if any) will be deposited to the designated account of the subscriber within 2 Working Days after the redemption date. |
| (12) Right of early termination: |
Bairui Trust is entitled to early termination of the 2023 15th Bairui Trust Wealth Management Product if there arises any adverse situation which affects the purpose of the 2023 15th Bairui Trust Wealth Management Agreement. |
REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS
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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 Bairui Trust 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 Bairui Trust 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
Each of the Bairui Trust Wealth Management Agreements 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 Bairui Trust Wealth Management Agreements are aggregated, the relevant applicable percentage ratios (as defined under the Listing Rules) of the transactions under the Bairui Trust Wealth Management Agreements exceed 5% but are lower than 25%. Therefore, the transactions under the Bairui Trust 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, AIR-CONDITIONER MARKETING COMPANY, REFRIGERATOR MARKETING COMPANY AND BAIRUI TRUST
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.
Air-conditioner Marketing Company
Air-conditioner Marketing Company is a company established in the PRC and a non-wholly owned subsidiary of the Company, which is principally engaged in the sales of refrigeration and air-conditioning equipment; sales of household appliances; installation services for household appliances; technical services, technical development, technical consultation, technical transfer, technical promotion; repair of daily-use appliances.
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.
Bairui Trust
Bairui Trust is a company incorporated under the laws of the PRC and a non-bank financial institution regulated by China Banking and Insurance Regulatory Commission which is principally engaged in the
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business of capital trust, movable asset trust and real estate trust, etc. The ultimate beneficial owner of Bairui Trust is the State-owned Assets Supervision and Administration Commission of the State Council.
LIST OF BAIRUI TRUST WEALTH MANAGEMENT AGREEMENTS
| Name of agreement | Date of agreement / announcement |
Subscriber | Wealth management products subscribed |
|---|---|---|---|
| 2023 1st Bairui Trust Wealth Management Agreement |
17 July 2023 (agreement) / 17 October 2023 (announcement) |
Air-conditioner Marketing Company |
2023 1st Bairui Trust Wealth Management Product |
| 2023 2nd Bairu Trust Wealth Management Agreement |
17 July 2023 (agreement) / 17 October 2023 (announcement) |
Air-conditioner Marketing Company |
2023 2nd Bairui Trust Wealth Management Product |
| 2023 3rd Bairui Trust Wealth Management Agreement |
17 July 2023 (agreement) / 17 October 2023 (announcement) |
Refrigerator Marketing Company |
2023 3rd Bairui Trust Wealth Management Product |
| 2023 4th Bairui Trust Wealth Management Agreement |
27 July 2023 (agreement) / 17 October 2023 (announcement) |
Refrigerator Marketing Company |
2023 4th Bairui Trust Wealth Management Product |
| 2023 5th Bairui Trust Wealth Management Agreement |
30 August 2023 (agreement) / 17 October 2023 (announcement) |
Refrigerator Marketing Company |
2023 5th Bairui Trust Wealth Management Product |
| 2023 6th Bairui Trust Wealth Management Agreement |
9 October 2023 (agreement) / 17 October 2023 (announcement) |
Air-conditioner Marketing Company |
2023 6th Bairui Trust Wealth Management Product |
| 2023 7th Bairui Trust Wealth Management Agreement |
17 October 2023 (agreement) / 17 October 2023 (announcement) |
Air-conditioner Marketing Company |
2023 7th Bairui Trust Wealth Management Product |
The aggregate subscription amount of the Bairui Trust Wealth Management Products above (excluding the 2023 8th Bairui Trust Wealth Management Product, the 2023 9th Bairui Trust Wealth Management Product, the 2023 10th Bairui Trust Wealth Management Product, the 2023 11th Bairui Trust Wealth Management Product, the 2023 12th Bairui Trust Wealth Management Product, the 2023 13th Bairui Trust Wealth Management Product, the 2023 14th Bairui Trust Wealth Management Product and the 2023 15th Bairui Trust Wealth Management Product) is RMB1,660,000,000 (equivalent to approximately HK$1,816,162,094 [Note 1] ).
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the meanings set out below:
| “2023 8th Bairui Trust | the wealth management agreement entered into between Air-conditioner |
|---|---|
| Wealth Management | Marketing Company and Bairui Trust on 19 October 2023 in relation to |
| Agreement” | the subscription of the 2023 8th Bairui Trust Wealth Management Product; |
| “2023 9th Bairui Trust | the wealth management agreement entered into between Refrigerator |
| Wealth Management | Marketing Company and Bairui Trust on 24 October 2023 in relation to |
| Agreement” | the subscription of the 2023 9th Bairui Trust Wealth Management Product; |
| “2023 10th Bairui Trust | the wealth management agreement entered into between Refrigerator |
| Wealth Management | Marketing Company and Bairui Trust on 30 October 2023 in relation to |
| Agreement” | the subscription of the 2023 10th Bairui Trust Wealth Management |
| Product; | |
| “2023 11th Bairui Trust | the wealth management agreement entered into between Air-conditioner |
| Wealth Management | Marketing Company and Bairui Trust on 1 November 2023 in relation to |
| Agreement” | the subscription of the 2023 11th Bairui Trust Wealth Management |
| Product; | |
| “2023 12th Bairui Trust | the wealth management agreement entered into between Air-conditioner |
| Wealth Management | Marketing Company and Bairui Trust on 6 November 2023 in relation to |
| Agreement” | the subscription of the 2023 12th Bairui Trust Wealth Management |
| Product; | |
| “2023 13th Bairui Trust | the wealth management agreement entered into between Air-conditioner |
| Wealth Management | Marketing Company and Bairui Trust on 16 November 2023 in relation to |
| Agreement” | the subscription of the 2023 13th Bairui Trust Wealth Management |
| Product; | |
| “2023 14th Bairui Trust | the wealth management agreement entered into between the Company and |
| Wealth Management | Bairui Trust on 23 November 2023 in relation to the subscription of the |
| Agreement” | 2023 14th Bairui Trust Wealth Management Product; |
| “2023 15th Bairui Trust | the wealth management agreement entered into between Air-conditioner |
| Wealth Management | Marketing Company and Bairui Trust on 4 December 2023 in relation to |
| Agreement” | the subscription of the 2023 15th Bairui Trust Wealth Management |
| Product; | |
| “2023 8th Bairui Trust | the wealth management product subscribed under the 2023 8th Bairui |
| Wealth Management | Trust Wealth Management Agreement, the major terms of which are |
| Product” | summarised in this announcement; |
| “2023 9th Bairui Trust | the wealth management product subscribed under the 2023 9th Bairui |
| Wealth Management | Trust Wealth Management Agreement, the major terms of which are |
| Product” | summarised in this announcement; |
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“2023 10th Bairui Trust the wealth management product subscribed under the 2023 10th Bairui Wealth Management Trust Wealth Management Agreement, the major terms of which are Product” summarised in this announcement; “2023 11th Bairui Trust the wealth management product subscribed under the 2023 11th Bairui Wealth Management Trust Wealth Management Agreement, the major terms of which are Product” summarised in this announcement; “2023 12th Bairui Trust the wealth management product subscribed under the 2023 12th Bairui Wealth Management Trust Wealth Management Agreement, the major terms of which are Product” summarised in this announcement; “2023 13th Bairui Trust the wealth management product subscribed under the 2023 13th Bairui Wealth Management Trust Wealth Management Agreement, the major terms of which are Product” summarised in this announcement; “2023 14th Bairui Trust the wealth management product subscribed under the 2023 14th Bairui Wealth Management Trust Wealth Management Agreement, the major terms of which are Product” summarised in this announcement; “2023 15th Bairui Trust the wealth management product subscribed under the 2023 15th Bairui Wealth Management Trust 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 “Bairui Trust” Bairui Trust Company Limited( 百瑞信託有限責任公司 ), a company incorporated under the laws of the PRC and a non-bank financial institution;
“Bairui Trust Wealth the Bairui Trust wealth management agreements as listed in the section Management Agreements” headed “List of Bairui Trust Wealth Management Agreements” in this announcement and the 2023 8th Bairui Trust Wealth Management Agreement, the 2023 9th Bairui Trust Wealth Management Agreement, the 2023 10th Bairui Trust Wealth Management Agreement, the 2023 11th Bairui Trust Wealth Management Agreement, the 2023 12th Bairui Trust Wealth Management Agreement, the 2023 13th Bairui Trust Wealth Management Agreement, the 2023 14th Bairui Trust Wealth Management Agreement and the 2023 15th Bairui Trust Wealth Management Agreement;
“Bairui Trust Wealth the wealth management products subscribed under the Bairui Trust Wealth Management Products” Management Agreements;
“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
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| 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.* (廣東海信冰箱營 |
| Company” | 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 normal business day of financial institutions stipulated by the PRC laws; |
| “%” | per cent; and |
| “*” | for identification purposes only. |
Notes:
1. This amount is an aggregation of the HK$ amounts converted from RMB at the exchange rates that were used in the announcements corresponding to the “ Announcement Dates ” in the list of Bairui Trust 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.
2. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.91721to 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 RMB0.91739to 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 RMB0.91769 to HK$1
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for the purpose of illustration only. No representation is made that any amount in HK$ 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 has been converted from RMB into HK$ at an exchange rate of RMB0.91727 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.
6. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.91753 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.
7. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.91866 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.
8. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.91329 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.
9. This amount has been converted from RMB into HK$ at an exchange rate of RMB0.90882 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 Hisense Home Appliances Group Co., Ltd. Dai Hui Zhong Chairman
Foshan City, Guangdong, the PRC, 4 December 2023
As at the date of this announcement, the Company’s executive directors are Mr. Dai Hui Zhong, Mr. Jia Shao Qian, Mr. Yu Zhi Tao, Mr. Hu Jian Yong, Mr. Xia Zhang Zhua and Ms. Gao Yu Ling; and the Company’s independent non-executive directors are Mr. Zhong Geng Shen, Mr. Cheung Sai Kit and Mr. Li Zhi Gang.
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