HAITONG INTERNATIONAL SECURITIES GROUP LIMITED 海通國際證券集團有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 665)

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. HAITONG INTERNATIONAL SECURITIES GROUP LIMITED 海通國際證券集團有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 665) DISCLOSEABLE TRANSACTION EARLY TERMINATION OF TOTAL RETURN SWAP AGREEMENT AND DISPOSAL OF CHINA GRAND AUTOMOTIVE GROUP LIMITED Reference is made to the announcement of the Company dated 28 November The Board announces that on 1 September 2017 (after trading hours), Haitong International New Energy, a wholly owned subsidiary of the Company, entered into the TRS Termination Agreement with Huge Group. Pursuant to the terms of the TRS Termination Agreement, the TRS Agreement entered into between Haitong International New Energy and Huge Group dated 28 November 2014 shall be terminated prior to the scheduled expiry date (the Termination ). Huge Group shall pay to Haitong International New Energy the termination amount of HK$1,480,000,000 plus a pro-rated portion of the unpaid fixed amount for the period from and including 28 May 2017 to and including the Termination Date (as defined below) payable by Huge Group but for the early termination of the TRS Agreement (the Termination Amount ). Based on the assumption that the Termination Date is 6 September 2017, the total Termination Amount is expected to be HK$1,520,293,000. Upon receipt of the Termination Amount, Haitong International New Energy shall transfer 490,647,028 ordinary shares in CGA Cayman, representing 34.61% of the issued share capital of CGA Cayman to Huge Group (the Termination Transaction ). Upon completion of the Termination Transaction, CGA Cayman shall cease to be an associate of the Company and the Company shall cease to hold, directly or indirectly, any interest in CGA Cayman. As the highest applicable percentage ratio under Rule of the Listing Rules in relation to the Termination Transaction is more than 5% while all applicable percentages are less than 25%, the Termination Transaction constitutes a discloseable transaction of the Company under Rule of the Listing Rules and is subject to the reporting and announcement requirement but is exempted from the shareholders approval requirement under the Listing Rules. 1

2 The Board announces that on 1 September 2017 (after trading hours), Haitong International New Energy entered into the TRS Termination Agreement with Huge Group. Pursuant to the terms of the TRS Termination Agreement, the TRS Agreement entered into between Haitong International New Energy and Huge Group dated 28 November 2014 shall be terminated prior to the scheduled expiry date. Huge Group shall pay to Haitong International New Energy the Termination Amount. Upon receipt of the Termination Amount, Haitong International New Energy shall transfer 490,647,028 ordinary shares in CGA Cayman, representing 34.61% of the issued share capital of CGA Cayman to Huge Group. TERMINATION OF THE TRS AGREEMENT Key Terms of the TRS Termination Agreement Date : 1 September 2017 Key Parties : (a) Haitong International New Energy; and (b) Huge Group. To the Directors knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, Huge Group and its ultimate beneficial owner are independent third parties not connected with the Group and its connected persons. Termination Amount to be paid by Huge Group to Haitong International New Energy Assets to be transferred by Haitong International New Energy to Huge Group : HK$1,480,000,000, representing the outstanding equity notional amount under the TRS Agreement payable by Huge Group to Haitong International New Energy, plus a pro-rated portion of the unpaid fixed amount for the period from and including 28 May 2017 to and including the Termination Date payable by Huge Group but for the early termination of the TRS Agreement. Based on the assumption that the Termination Date is 6 September 2017, the total Termination Amount is expected to be HK$1,520,293,000. : 490,647,028 ordinary shares in CGA Cayman, being the number of ordinary shares in CGA Cayman that are subject to the TRS Agreement, representing 34.61% of the issued share capital of CGA Cayman. Termination Date : Currently expected to be on or around 6 September 2017, or such other date as the parties may agree (the Termination Date ). 2

3 Reasons for and benefits of the Company of the Termination Haitong International New Energy has received Huge Group s request to enter into the Termination Transaction. The TRS Agreement is, subject to the terms thereof, originally scheduled to terminate on 28 November As of the date hereof, Haitong International New Energy has received all of the past periodic fixed amounts from Huge Group under the TRS Agreement. There is only one additional periodic fixed amount and a final exchange amount that Huge Group is scheduled to pay on the Termination Date of the TRS Agreement. Since Huge Group has informed Haitong International New Energy that it has obtained the requisite financing to satisfy all of its payment obligations under the TRS Agreement upon the Termination, and having considered that most of the investment return has materialized under the TRS Agreement, and balancing risk and reward, the Directors are of the view that Haitong International New Energy should enter into the Termination Transaction with Huge Group and the terms of the TRS Termination Agreement are fair and reasonable and the Termination Transaction is in the interests of the Company and the shareholders of the Company as a whole. Due to the nature of the TRS, the Directors do not expect to recognize any net trading gain/ loss upon the Termination because the relevant assets and liabilities are derecognized simultaneously at fair value. The Directors expect that the proceeds from the Termination Transaction will be used for other general purposes and investment initiatives of the Company. GENERAL INFORMATION Information on the Company The principal activities of the Group comprise securities, futures, options and bullion contracts brokerage, the provision of corporate advisory, placing and underwriting services, the provision of asset management services, the provision of securities margin financing and leveraged and acquisition financing, trading and market making in debt securities, bullion contracts and leveraged foreign exchange trading, the provision of equity research, institutional sales and trading and equity derivatives products and investments holdings. Information on Huge Group Huge Group is a company incorporated in Hong Kong with limited liability, whose ultimate beneficial owner(s) are independent third parties not connected with the Group and its connected persons. To the knowledge of the Company, Huge Group is an investment holding company. Information on CGA Cayman CGA Cayman is an investment holding which indirectly holds approximately 27.47% interest in CGAS. CGAS, a company listed on the Shanghai Stock Exchange (stock code: ), is a leading passenger vehicle dealership and automobile service group and a leading passenger vehicle finance leasing provider in the PRC. CGA Cayman is an investment holding company solely for the purpose of holding interests in CGAS and is not 3

4 required to compile separate profit and loss statements. Based on the public disclosure of CGAS, the audited financial information of CGAS for the years ended 31 December 2015 and 2016 are as follows: For the financial year ended 31 December December 2016 RMB RMB Profit before taxation 2,700,461, ,975,591, Net profit 2,118,472, ,042,977, Based on the number of shares of CGAS held by CGA Cayman and the closing price of the shares of CGAS on 30 June 2017, the unaudited value of the assets of CGA Cayman as at 30 June 2017 was approximately RMB14,788,674,620 (equivalent to approximately HK$17,036,465,936). Implications of the Listing Rules As the highest applicable percentage ratio under Rule of the Listing Rules in relation to the Termination Transaction is more than 5% while all applicable percentages are less than 25%, the Termination Transaction constitutes a discloseable transaction of the Company under Rule of the Listing Rules and is subject to the reporting and announcement requirement but is exempted from the shareholders approval requirement under the Listing Rules. Definitions In this announcement, unless the context otherwise requires, the following expressions have the following meanings: Board the board of directors of the Company; CGA Cayman China Grand Automotive Group Limited, a company incorporated in the Cayman Islands with limited liability; CGAS Company China Grand Automotive Services Co., Ltd. # ( 廣匯汽車服務股份公司 ) (stock code: ), a joint stock company incorporated in the PRC, the shares of which are listed on the Shanghai Stock Exchange; Haitong International Securities Group Limited (stock code: 665), a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange; 4

5 Directors Group Haitong International New Energy HK$ Hong Kong Huge Group Listing Rules PRC RMB Stock Exchange TRS TRS Agreement TRS Termination Agreement the directors of the Company; the Company and its subsidiaries; Haitong International New Energy II Limited, a limited liability company incorporated in the British Virgin Islands, and a wholly-owned subsidiary of the Company; Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC; Huge Group Holdings Limited, a limited liability company incorporated in Hong Kong, whose ultimate beneficial owner(s) are independent third parties not connected with the Group and its connected persons; the Rules Governing the Listing of Securities on the Stock Exchange; the People s Republic of China, and for the purpose of this announcement, excluding Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan; Renminbi, the lawful currency of PRC; The Stock Exchange of Hong Kong Limited; the total return swap transaction relating to the interest of Haitong International New Energy in CGA Cayman; (i) the 2002 ISDA Master Agreement and the schedule thereto and (ii) a confirmation entered into between Haitong International New Energy and Huge Group dated 28 November 2014, pursuant to which the parties agreed to enter into the TRS; the TRS termination agreement entered into between Haitong International New Energy and Huge Group dated 1 September 2017, pursuant to which the parties agreed to terminate the TRS Agreement prior to the scheduled expiry date; and % percent. 5

6 For the purpose of this announcement, the exchange rate of HK$1 = RMB have been used, where applicable, for purpose of illustration only and do not constitute a representation that any amounts have been, could have been or may be exchanged at any particular rate on the date or dates in question or any other date. Hong Kong, 1 September 2017 By order of the Board Haitong International Securities Group Limited LO Wai Ho Company Secretary As at the date of this announcement, the Board comprises Mr. JI Yuguang (Chairman)*, Mr. LIN Yong (Deputy Chairman and Managing Director), Mr. LI Jianguo (Deputy Chairman), Mr. SUN Jianfeng, Mr. POON Mo Yiu*, Mr. CHENG Chi Ming Brian*, Ms. WANG Meijuan*, Mr. William CHAN*, Mr. TSUI Hing Chuen William**, Mr. LAU Wai Piu**, Mr. LIN Ching Yee Daniel** and Mr. WEI Kuo-chiang**. * Non-executive Directors ** Independent Non-executive Directors # For identification only 6