China Electronics Optics Valley Union Holding Company Limited 中電光谷聯合控股有限公司

Transcription

1 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. China Electronics Optics Valley Union Holding Company Limited 中電光谷聯合控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 798) CONNECTED TRANSACTION ACQUISITION OF 60% EQUITY INTEREST IN SHENZHEN CEC I-VALLEY OPERATION CO., LTD. The Board is pleased to announce that on 27 September 2018, the Group (through Wuhan OVU and OVU Technology, being subsidiaries of the Company) entered into the Capital Contribution Agreement with CEIS and the Target Company, pursuant to which, amongst others, the Group agreed to make cash contributions to the capital of the Target Company in the aggregate amount of RMB30,307,200. Upon completion of the transactions contemplated under the Capital Contribution Agreement, the equity interest in the Target Company held by the Group will increase to approximately 60%, whereas the equity interest in the Target Company held by CEIS will decrease from 100% to approximately 40%, and hence, the Target Company will be accounted for as a subsidiary of the Company. LISTING RULES IMPLICATIONS CEIS and the Target Company are indirect wholly-owned subsidiaries of China Electronics Corporation Limited ( 中國電子信息產業集團有限公司 ), while China Electronics Corporation Limited is indirectly interested in approximately 33.47% of the issued share capital of the Company. Therefore, China Electronics Corporation Limited is a controlling shareholder of the Company, and both CEIS and the Target Company, being China Electronics Corporation Limited s associates, are connected persons of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Capital Contribution Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules

2 As the highest applicable percentage ratio calculated pursuant to the Listing Rules in respect of the Capital Contribution Agreement is more than 0.1% but all of the ratios are less than 5%, the transactions contemplated under the Capital Contribution Agreement are therefore subject to the reporting and announcement requirements under the Listing Rules but are exempt from the independent shareholders approval requirements. INTRODUCTION The Board is pleased to announce that on 27 September 2018, the Group (through Wuhan OVU and OVU Technology, being subsidiaries of the Company) entered into the Capital Contribution Agreement with CEIS and the Target Company, pursuant to which, amongst others, the Group agreed to make cash contribution to the capital of the Target Company in the aggregate amount of RMB30,307,200 (equivalent to approximately HK$34,474,440). Upon completion of the transactions contemplated under the Capital Contribution Agreement, the equity interest in the Target Company held by the Group will increase to approximately 60%, whereas the equity interest in the Target Company held by CEIS will decrease from 100% to approximately 40%, and hence, the Target Company will be accounted for as a subsidiary of the Company. THE CAPITAL CONTRIBUTION AGREEMENT A summary of the salient terms of the Capital Contribution Agreement is set out below: Date: 27 September 2018 Parties: (a) CEIS Capital Contributions (b) Wuhan OVU (c) OVU Technology (d) Target Company Wuhan OVU, OVU Technology and CEIS agreed to make capital contributions (each a Capital Contribution ) to the Target Company in an aggregate amount of RMB42,307,200 (equivalent to approximately HK$48,124,440) in the following manner: - 2 -

3 Party Wuhan OVU Amount of capital contribution to be made to the Target Company RMB20,204,800 (equivalent to approximately HK$22,982,960) in cash, among which: (i) RMB2,462,559 shall be used to increase the registered capital of the Target Company; and (ii) RMB17,742,241 shall be used to increase the capital reserve of the Target Company. OVU Technology RMB10,102,400 (equivalent to approximately HK$11,491,480) in cash, among which: (i) RMB1,231,278 shall be used to increase the registered capital of the Target Company; and (ii) RMB8,871,122 shall be used to increase the capital reserve of the Target Company. CEIS RMB12,000,000 (equivalent to approximately HK$13,650,000) in cash, among which: (i) RMB1,462,559 shall be used to increase the registered capital of the Company; and (ii) RMB10,537,441 shall be used to increase the capital reserve of the Target Company. Upon completion of the transactions contemplated under the Capital Contribution Agreement, the Target Company will be held as to approximately 40% by Wuhan OVU, as to approximately 20% by OVU Technology and as to approximately 40% by CEIS. Therefore, the Target Company will be held as to approximately 60% by the Group and, accordingly, be accounted for as a subsidiary of the Company. Consideration The aggregated consideration of RMB30,307,200 (equivalent to approximately HK$34,474,440) of the Capital Contributions to be made by the Group to the Target Company was determined after arm s length negotiations among the parties to the Capital Contribution Agreement with reference to the independent valuation prepared in respect of the audited net asset value of the Target Company as at 31 March

4 The Capital Contributions to be made by the Group are expected to be funded by the Group s internal funds and shall be payable in the following manner: (1) RMB9,092,160, being 30% of the Capital Contributions to be made by the Group, which has been paid by Wuhan OVU and OVU Technology as deposit to the China Beijing Equity Exchange ( 北京產權交易所 ) shall be converted as part of the Capital Contributions made to the Target Company; (2) RMB3,215,049, being % of the Capital Contributions to be made by the Group, shall be payable by Wuhan OVU and OVU Technology to the Target Company in cash within three business days from the date of the Capital Contribution Agreement (together with the contribution made under sub-paragraph (1) above, referred to as the Initial Contributions ); and (3) RMB17,999,991, being the remaining balance of the Capital Contributions to be made by the Group, shall be payable by Wuhan OVU and OVU Technology in cash to the Target Company on or before 20 September The Capital Contributions to be made by CEIS shall be payable by CEIS in cash to the Target Company on or before 20 September The Target Company shall submit and complete the relevant filing applications with the relevant PRC governmental authorities regarding the Capital Contributions within 30 days of the receipt of the Initial Contributions. Effect of the Capital Contributions The following table sets out the capital structure of the Target Company as at the date of this announcement, immediately after completion of the Initial Contributions and immediately after completion of the transactions contemplated under the Capital Contribution Agreement: Equity holder As at the date of this announcement Immediately after completion of the Initial Contributions Immediately after completion of the transactions contemplated under the Capital Contribution Agreement Approximate percentage of Registered Capital equity capital reserve interest held Registered capital Percentage of equity interest held Registered capital Capital reserve Percentage of equity interest held (RMB 000) (RMB 000) (RMB 000) (RMB 000) (RMB 000) CEIS 1, % 1,000 40% 2, , % Wuhan OVU 1,000 7, % 2, , % OVU Technology 500 3, % 1, , % Total 1, % 2,500 10, % 6, , % - 4 -

5 INFORMATION ON THE TARGET COMPANY The Target Company is a company incorporated in the PRC with limited liability on 19 October 2006 with a total registered capital of RMB1,000,000 which was fully paid up by CEIS. It is principally engaged in the digital communications business, the sale of digital communication products, audio equipment, computers, electronic equipment and parts, and the provision of technological maintenance, incubation, business management and investment consultation services. Set out below is the audited financial information of the Target Company for the two years ended 31 December 2016 and 2017 and the three months ended 31 March 2018 prepared in accordance with Accounting Standards for Business Enterprises - Basic Standards issued by the Department of Finance of the PRC: For the three months ended 31 March 2018 (audited) RMB For the year ended 31 December 2017 (audited) RMB For the year ended 31 December 2016 (audited) RMB Net profit/(loss) before taxation (503,927.59) (369,430.19) 2,435, Net profit/(loss) after taxation (503,927.59) (458,037.87) 1,826, Based on the financial information of the Target Company prepared in accordance with Accounting Standards for Business Enterprises - Basic Standards issued by the Department of Finance of the PRC, the audited net asset value of the Target Company as at 31 March 2018 was RMB8,135, Based on the relevant independent valuation report prepared in respect of the Target Company, the value of the assessed net asset value of the Target Company as at 31 March 2018 was RMB8,204,800. INFORMATION ON CEIS CEIS is a company incorporated in the PRC with limited liability on 24 May It is an indirect wholly-owned subsidiary of China Electronics Corporation Limited, which is in turn the controlling shareholder of the Company. It is principally engaged in the sale of software, electronic equipment, communication products and consumer electronics products. It also provides property development and consultation, hotel management, import and export, and information technology services. INFORMATION ON THE GROUP, WUHAN OVU AND OVU TECHNOLOGY The Group is devoted to become a leading industrial resources sharing platform in the PRC. Based on its intelligent lifecycle management systems catered for industrial parks, the Group provides tailormade and integrated solutions for investment, development, investment promotion and operation aspects in respect of its science and technology industrial parks, as well as ideal office, research, and production sites and services to various innovative enterprises

6 Wuhan OVU, an indirect wholly-owned subsidiary of the Company, is a company incorporated in the PRC with limited liability whose principal business is the development and operation of commercial business parks, and the provision of property management, hotel management, investment and other management services. OVU Technology, an indirect subsidiary of the Group, is a company incorporated in the PRC with limited liability. Mr. Huang Liping, a Director of the Company, is indirectly interested in OVU Technology, hence, OVU Technology is also a connected subsidiary of the Company under the Listing Rules. The principal business of OVU Technology is the development of shared office spaces, and the provision of incubation services. REASONS FOR AND BENEFITS OF THE AGREEMENT The Target Company owns more than 400,000 square meters of industrial space resources and other rich property resources in northern Huaqiang, Shenzhen ( 深圳市華強北 ). Leveraging against the support in Shenzhen in respect of the development of strategic and emerging industries and future industries, the Board anticipates that the Target Company could generate profit through the provision of services such as entrepreneurial space service operations, industrial services and industrial investment, and considers that it has high industrial service value potential. With the northern Huaqiang District in Shenzhen previously suffering from impacts due to online e- commerce operations, the Board is of the view that the Target Company has also been affected to a certain extent, and hence, the present cost of acquisition of the operation rights of the Target Company is relatively low. The cooperation with the Target Company is expected to facilitate the Group in expanding its industrial park operation businesses into the core areas of first-tier cities in the PRC, and improve the value of the Group s brand and project operations. Further, this could expedite the development of the Group s value innovation business through renovation of old properties, and in turn establish a benchmark for quality project operations, which is expected to play a positive role for the Group in the future in terms of carrying out cross-regional projects, improving income from the provision of multiple services, and promoting the sustainable development of the Group. In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Capital Contribution Agreement and the transactions contemplated thereunder are fair and reasonable, entered into on normal commercial terms and in the ordinary and usual course of business of the Group, and are in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS CEIS and the Target Company are indirect wholly-owned subsidiaries of China Electronics Corporation Limited, while China Electronics Corporation Limited is indirectly interested in approximately 33.47% of the issued share capital of the Company. Therefore, China Electronics Corporation Limited is a controlling shareholder of the Company, and both CEIS and the Target Company, being China Electronics Corporation Limited s associates, are connected persons of the - 6 -

7 Company under the Listing Rules. Accordingly, the transactions contemplated under the Capital Contribution Agreement constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio calculated pursuant to the Listing Rules in respect of the Capital Contribution Agreement is more than 0.1% but all of the ratios are less than 5%, the transactions contemplated under the Capital Contribution Agreement are therefore subject to the reporting and announcement requirements under the Listing Rules but are exempt from the independent shareholders approval requirements. At the Board meeting held on 27 September 2018 approving, inter alia, the making of the relevant Capital Contributions by the Group, Ms. Wang Qiuju and Mr. Xiang Qunxiong have abstained from voting in respect of the resolution approving the transactions contemplated under the Capital Contribution Agreement in view of their respective positions in China Electronics Corporation Limited and/or its subsidiaries. Save as disclosed above, none of the Directors has a material interest in the Capital Contribution Agreement. DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: associate Board Capital Contribution(s) Capital Contribution Agreement CEIS Company has the meaning as ascribed to it under the Listing Rules the board of Directors has the meaning ascribed to it under the section headed The Capital Contribution Agreement Capital Contributions in this announcement the capital contribution agreement dated 27 September 2018 entered into between Wuhan OVU, OVU Technology, CEIS and the Target Company 中國中電國際信息服務有限公司 (China Electronics Information Service Company Limited*), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of China Electronics Corporation Limited, which is a controlling shareholder of the Company China Electronics Optics Valley Union Holding Company Limited, a company incorporated in the Cayman Islands with limited liability whose issued shares are listed on the Main Board of the Stock Exchange - 7 -

8 connected person(s) Directors Group HK$ Hong Kong Initial Contributions Listing Rules OVU Technology PRC RMB Stock Exchange Target Company Wuhan OVU has the meaning ascribed thereto under the Listing Rules the directors of the Company the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People Republic of China has the meaning ascribed to it under the section headed The Capital Contribution Agreement Considerations in this announcement the Rules Governing the Listing of Securities on the Stock Exchange 武漢歐微優科技有限公司 (Wuhan OVU Technology Co., Ltd.*), a limited liability company established in the PRC and an indirect and connected subsidiary of the Company the People s Republic of China Renminbi, the lawful currency of the PRC The Stock Exchange of Hong Kong Limited 深圳中電智谷運營有限公司 (Shenzhen CEC i-valley Operation Co., Ltd.*), a limited liability company established in the PRC 武漢光谷聯合集團有限公司 (Wuhan Optics Valley Union Group Company Limited*), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company % per cent

9 For the purpose of this announcement, unless otherwise indicated, the exchange rate of RMB1.00 = HK$ has been used, where applicable, for purpose of illustration only and it does not constituteany representationthat any amounthasbeen, could have been ormay be exchanged atthat rate or at any other rate. * For identification purpose only Wuhan, Hubei, the People s Republic of China 27 September 2018 By Order of the Board China Electronics Optics Valley Union Holding Company Limited Huang Liping Chairman As at the date of this announcement, the directors of the Company are Mr. Huang Liping and Mr. Hu Bin as executive directors; Ms. Wang Qiuju, Mr. Xiang Qunxiong, Mr. Zhang Jie and Ms. Sun Ying as non-executive directors; Mr. Qi Min, Mr. Leung Man Kit and Ms. Zhang Shuqin as independent non-executive directors