DEFINITIONS. In this document, unless the context otherwise requires, the following terms shall have the meanings set out below.

Transcription

1 In this document, unless the context otherwise requires, the following terms shall have the meanings set out below. affiliate(s) AIC any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person the Administration for Industry and Commerce of the PRC ( ) Articles of Association or Articles associate(s) Board Business Day CAGR CCASS CCASS Clearing Participant CCASS Custodian Participant CCASS Investor Participant the articles of association of our Company conditionally adopted on 21 November 2017 to take effect on and as amended from time to time, a summary of which is set out in the section headed Summary of the Articles of Association in Appendix III to this document has the meaning ascribed to it under the Listing Rules the board of Directors a day on which banks in Hong Kong are generally open for business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong compound annual growth rate the Central Clearing and Settlement System established and operated by HKSCC a person admitted to participate in CCASS as a direct clearing participant or general clearing participant a person admitted to participate in CCASS as a custodian participant a person admitted to participate in CCASS as an investor participant who may be an individual or sole individuals or a corporation CCASS Participant a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant 14

2 Companies Ordinance Companies (Winding Up and Miscellaneous Provisions) Ordinance Company or our Company Competition Ordinance connected person(s) Controlling Shareholder Corporate Governance Code CSRC Deed of Non-competition the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time Nissin Foods Company Limited ( ), a company incorporated under the laws of Hong Kong with limited liability on 19 October 1984 the Competition Ordinance, Chapter 619 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules and unless the context requires otherwise, refers to Nissin Japan the Corporate Governance Code as set out in Appendix 14 to the Listing Rules China Securities Regulatory Commission ( ) a deed of non-competition dated 21 November 2017 entered into by our Controlling Shareholder in favour of our Company, details of which are disclosed in the section headed Relationship with Controlling Shareholder Noncompetition undertaking in this document Demae Iccho Factory our workshop for our Demae Iccho ( ) ( ) products, which was launched at the Hong Kong International Airport in November 2016 and is the first expansion of the same outside Japan. The workshop allows customers to make Demae Iccho products by themselves and to learn the manufacturing process of instant noodles while enjoying the process of kneading the wheat flour, spreading, cutting, steaming, and then drying it with the oil heat drying method Director(s) any director(s) of our Company 15

3 DOLL ( ) ( ( ) ( ) brand ) or DOLL our Doll ( ) ( ) brand, one of our core corporate brands, which is denoted by product brands primarily including Doll Instant Noodle ( ) ( ) and Doll Dim Sum ( ) ( ) Dongguan Nissin (Dongguan Nissin Packaging Co., Ltd.*), a company established under the laws of the PRC on 17 October 2013 with limited liability and a wholly-owned subsidiary of our Company Dongguan Production Plant EIT Law Employee Trust ERP Excluded Business FIEA Frost & Sullivan Fujian Nissin our production facilities located at Songmushan Village, Dalang Town, Dongguan, Guangdong Province, the PRC, details of which are set out in the section headed Business Production Production plants in this document the Enterprise Income Tax Law of the PRC ( ) a trust with Acheson Limited as the trustee and the Company as the settler for the purpose of recognising and rewarding the contribution and performance of certain employees of our Group enterprise resource planning, systems that integrate internal and external management information across an entire organisation, embracing finance and accounting, manufacturing, sales and service and customer relationship management. ERP systems automate this activity with an integrated software application the operation and business retained by Nissin Japan in the PRC through certain entities established in the PRC in which Nissin Japan has interest, namely (Shandong Renmu Food Co., Ltd.*), (Shandong Mailixiang Food Co., Ltd.*), ( ) (Pengqi Food (Suzhou) Co., Ltd.*) and the Nissin Shanghai Food Safety Institute the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. (Fujian Nissin Foods Co., Ltd.*), a company established under the laws of the PRC on 19 February 2014 with limited liability and a wholly-owned subsidiary of our Company 16

4 Gangyongnan ( ) (Gangyongnan Food Products (Shenzhen) Co., Ltd.*), a company established under the laws of the PRC on 9 March 1999 with limited liability and a wholly-owned subsidiary of our Company Group, our Group, we, our or us our Company and its subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, the businesses operated by such subsidiaries or their predecessors (as the case may be) Guangdong Nissin (Guangdong Shunde Nissin Foods Co., Ltd.*), a company established under the laws of the PRC on 13 November 1994 with limited liability and a wholly-owned subsidiary of our Company HK Group Territory HK$, HK dollars and cents HKAS Hong Kong, the PRC, Macau and Taiwan in which the Nissin Japan Group undertakes not to sell its instant noodles, frozen food, snack and confectionery products pursuant to the Deed of Non-competition Hong Kong dollars and cents respectively, the lawful currency of Hong Kong Hong Kong Accounting Standards HKFRSs Hong Kong Financial Reporting Standards issued by HKICPA HKICPA HKSCC HKSCC Nominees Hong Kong, HKSAR or HK Hong Kong Institute of Certified Public Accountants Hong Kong Securities Clearing Company Limited, a whollyowned subsidiary of Hong Kong Exchanges and Clearing Limited HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC the Hong Kong Special Administrative Region of the PRC 17

5 Hong Kong Share Registrar IFRS Independent Third Party(ies) International Financial Reporting Standards an individual(s) or a company(ies) who or which is/are independent of and not connected with (within the meaning of the Listing Rules) any Director, chief executive or Substantial Shareholder(s) of our Company, its subsidiaries or any of their respective associates 18

6 JGAAP Jinmailang Japanese generally accepted accounting principles Jinmailang Paper, Jinmailang Foods and Jinmailang Noodle Jinmailang Foods (Jinmailang Foods Co., Ltd.*), a company established under the laws of the PRC on 28 August 1996 with limited liability and an Independent Third Party as at the Latest Practicable Date Jinmailang Investment Jinmailang Noodle (Jinmailang Investment Co., Ltd.*), a company established under the laws of the PRC on 4 April 2004 with limited liability and an Independent Third Party as at the Latest Practicable Date (formerly known as Jinmailang Nissin Food Co., Ltd*) (Jinmailang Noodle Products Co., Ltd.*), a company established under the laws of the PRC on 25 August 2011 with limited liability and an Independent Third Party as at the Latest Practicable Date Jinmailang Paper (Hebei Jinmailang Paper Co., Ltd.*), a company established under the laws of the PRC on 22 July 1999 with limited liability and an Independent Third Party as at the Latest Practicable Date JPY or KOIKE-YA Latest Practicable Date Japanese Yen, the lawful currency of Japan KOIKE-YA Inc. (formerly known as Frente Co., Ltd.), a company incorporated under the laws of Japan on 13 January 1977 whose shares are listed on the JASDAQ Market of the Tokyo Stock Exchange and an associate of Nissin Japan and a connected person of our Company 21 November 2017, being the latest practicable date for the purpose of ascertaining certain information contained in this document prior to its publication 19

7 Legal Counsel Mr. Bernard Man, Senior Counsel, barrister-at-law in Hong Kong Listing Committee the listing committee of the Stock Exchange Listing Rules Macau Main Board Mandatory Provident Fund Schemes Ordinance MCHK MCMS Minimum Wage Ordinance Mitsubishi the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time the Macau Special Administrative Region of the PRC the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of the Stock Exchange. For the avoidance of doubt, the Main Board excludes the Growth Enterprise Market of the Stock Exchange the Mandatory Provident Fund Schemes Ordinance, Chapter 485 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time Mitsubishi Corporation (Hong Kong) Limited ( ), a company incorporated under the laws of Hong Kong on 28 September 1973 and a wholly-owned subsidiary of Mitsubishi MC Marketing & Sales (Hong Kong) Limited ( ), a company incorporated under the laws of Hong Kong on 17 January 1978 with limited liability and owned as to 51.0% and 49.0% by our Company and Mitsubishi, respectively the Minimum Wage Ordinance, Chapter 608 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time (Mitsubishi Corporation), a company established under the laws of Japan on 1 July 1954 and a substantial shareholder of our non-wholly-owned subsidiary, namely MCMS 20

8 MOFCOM The Ministry of Commerce of the PRC ( ) My Cup Noodles Factory our workshop for our Cup Noodles ( ) ( ) products, which was launched at the Hong Kong International Airport in November 2016 and is the first expansion of the same outside Japan. The workshop allows customers to create their own Cup Noodles products by themselves and to understand the origin of invention of cup-type instant noodles NISSIN ( ) ( NISSIN ( ) ( )or ) brand our Nissin ( ) ( ) brand, one of our core corporate brands, which is denoted by product brands primarily including Cup Noodles ( ) ( ), Demae Iccho ( ) ( ) and Fuku ( ) ( ) Nissin China Holding ( ) (Nissin Foods (China) Holding Co., Ltd.*), a company established under the laws of the PRC on 29 October 2001 with limited liability and a wholly-owned subsidiary of our Company Nissin Foods HK Nissin Germany Nissin Japan Nissin Japan Group Nissin Japan Group Territory Nissin Foods (H.K.) Company Limited ( ( ) ), a company incorporated under the laws of Hong Kong on 25 August 2015 with limited liability and a wholly-owned subsidiary of our Company Nissin Foods GmbH, a company incorporated under the laws of Germany on 5 February 1993 and a wholly-owned subsidiary of Nissin Japan and a connected person of our Company Nissin Foods Holdings Co., Ltd., a company established under the laws of Japan on 4 September 1948 and our Controlling Shareholder whose shares are listed on the Tokyo Stock Exchange, Inc. Nissin Japan and its subsidiaries (excluding, except where the context otherwise requires, our Group) countries and regions other than the HK Group Territory, including Japan, the United States, Europe and other parts of the world 21

9 Nissin Koikeya Foods Nissin Management Nissin Plant Nissin Shanghai Food Safety Institute Nissin Thailand Nissin Vietnam Nomination Committee ( ) (Nissin Koikeya Foods (China & HK) Co., Ltd.), a company incorporated under the laws of Hong Kong on 27 September 2013 with limited liability and is currently owned as to 66.0% and 34.0% by our Company and KOIKE-YA, respectively Nissin Foods (H.K.) Management Company Limited ( ( ) ), a company incorporated under the laws of Hong Kong on 6 July 2001 with limited liability and a wholly-owned subsidiary of our Company our production facilities located at Dai Shing Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong, details of which are set out in the section headed Business Production Production plants in this document ( ) (Food Safety Evaluation & Research Institute Co., Ltd.*), a company established under the laws of the PRC on 24 March 2005 with limited liability owned as to 5.0% by our Company and 95.0% by Nissin Japan, and a connected person of our Company Nissin Foods (Thailand) Co., Ltd., a company incorporated under the laws of Thailand on 21 January 1994 and a non wholly-owned subsidiary of Nissin Japan and a connected person of our Company Nissin Foods Vietnam Co., Ltd., a company incorporated under the laws of Vietnam on 5 March 2011 and a wholly-owned subsidiary of Nissin Japan and a connected person of our Company the nomination committee of the Board 22

10 PBOC Pinghu Production Plant PRC or China PRC Legal Advisers the People s Bank of China ( ), the central bank of the PRC our production facilities located at west of Xinhuabei Road, north of Xinming Road, Pinghu Economic Technology Development Zone, Pinghu, Zhejiang Province, the PRC, details of which are set out in the section headed Business Production Production plants in this document People s Republic of China, but for the purpose of this document and for geographical reference only and except where the context requires otherwise, references in this document to China and the PRC apply only to the mainland and do not apply to Hong Kong, Macau and Taiwan Broad & Bright Law Firm ( ) provinces Regulation S include provinces, autonomous regions and municipalities under the direct administration of the central government of the PRC Regulation S under the U.S. Securities Act 23

11 Relevant Business Renminbi or RMB Reorganisation SAFE SFC SFO Shanghai Nissin Share(s) Share Award Scheme Share Subdivision Shareholder(s) Shunde CIQ the business that our Group is principally engaged in, namely, the manufacture and sale of instant noodles, frozen food, snack and confectionery products the lawful currency of the PRC the reorganisation arrangements undergone by our Group in preparation for, details of which are set out in the section headed History, Reorganisation and Corporate Structure Reorganisation in this document the State Administration of Foreign Exchange of the PRC ( ) the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time (Shanghai Nissin Foods Co., Ltd.*), a company established under the laws of the PRC on 28 February 1995 with limited liability and a wholly-owned subsidiary of our Company ordinary share(s) in the capital of our Company with no nominal value the share award scheme adopted by us on 7 March 2016 for the benefit of our employees, a summary of the principal terms of which is set forth in the section headed Statutory and General Information D. Share Award Scheme in Appendix IV to this document the subdivision of the Company s ordinary Shares from 20,143,487 Shares to Shares holder(s) of our Share(s) Shunde Entry Exit Inspection and Quarantine Bureau of the PRC ( ) 24

12 Shunde Production Plant SKU Snacks Outsourcing Agreement our production facilities located at No. 13 Gangqian Road, Beijiao Community Residents Committee Industrial Park, Beijiao Town, Shunde District, Foshan, Guangdong Province, the PRC, details of which are set out in the section headed Business Production Production plants in this document Stock-keeping unit, a unique identifier of each distinct product, with products that are exactly the same except for their different flavours or different packaging deemed as different stock-keeping units the agreement regarding the outsourcing arrangements for potato chips products entered into between Taiwan Koikeya and Nissin Koikeya Foods on 8 January 2014 and constitutes a continuing connected transaction of our Group upon Sole Sponsor Songjiang Production Plant sq.m. Nomura International (Hong Kong) Limited our production facilities located at No. 1 Xinxiao Road, Songjiang District, Shanghai, the PRC, which ceased operation and was closed down in October 2016, details of which are set out in the section headed Business Production Production plants in this document square metres Stock Exchange The Stock Exchange of Hong Kong Limited subsidiary(ies) has the meaning ascribed to it in section 15 of the Companies Ordinance Substantial Shareholder(s) has the meaning ascribed to it under the Listing Rules Taiwan Koikeya (Taiwan Koikeya Company Limited*), a company incorporated under the laws of Taiwan on 17 August 2006 and a subsidiary of KOIKE-YA and connected person of the Company 25

13 Technology and Trademark Licencing Agreement Tokyo Stock Exchange Track Record Period Transferred Employee(s) Trustee UK the master technology and trademark licencing agreement entered into between Nissin Japan and our Company on 21 November 2017 and constitutes a continuing connected transaction of our Group Tokyo Stock Exchange, Inc. the three financial years ended 31 December 2014, 2015 and 2016 and the six months ended 30 June 2017 the employees of our Group who have been transferred from Nissin Japan Group to work for our Group as detailed in the section headed Relationship with Controlling Shareholder Independence of our Group from the Nissin Japan Group Management independence Our Directors and senior management Transferred Employees of this document Acheson Limited, a company incorporated under the laws of Hong Kong, being the trustee holding the awarded Shares for the purpose of the Share Award Scheme the United Kingdom of Great Britain and Northern Ireland United States or US U.S. dollars, USD or US$ U.S. Securities Act WFOE the United States of America, its territories, its possessions and all areas subject to its jurisdiction United States dollars, the lawful currency of the united States the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder wholly foreign-owned enterprise 26

14 Wing On Plant our production facilities located at 9-13 Dai Cheong Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong, details of which are out in the section headed Business Production Production plants in this document Winner Food Winner Food Products Limited ( ), a company incorporated under the laws of Hong Kong on 11 April 1969 with limited liability and a wholly-owned subsidiary of our Company Winner Plant Wintai Plant our production facilities located at Dai Shun Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong, details of which are out in the section headed Business Production Production plants in this document our production facilities located at 20 Dai Kwai Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong, details of which are out in the section headed Business Production Production plants in this document Xiamen Production Plant our production facilities located at the east of No. 88 Meiheliu Road, Light Industrial Foods Park, Tongan District, Xiamen, Fujian Province, the PRC, details of which are set out in the section headed Business Production Production plants in this document Zhejiang Nissin (Zhejiang Nissin Foods Co., Ltd.*), a company established under the laws of the PRC on 25 November 2014 with limited liability and a wholly-owned subsidiary of our Company 27

15 Zhuhai Production Plant our production facilities located at the Foods Industrial City, east of Chunhua Park, Zhongxin Village, Sanzao Town, Zhuhai, Guangdong Province, the PRC, details of which are set out in the section headed Business Production Production plants in this document Zhuhai Winner (Zhuhai Golden Coast Winner Food Products Limited*), a company established under the laws of the PRC on 3 July 1993 with limited liability and is owned as to 70.45% by our Company and 29.55% by Zhuhai S.E.Z. Western Development Co.* ( ) % per cent All dates and times refer to Hong Kong dates and time. Unless otherwise specified, amounts denominated in RMB or JPY have been translated, for the purpose of illustration only, into HK$, and vice versa, in this document (i) at the rate of HK$1.00 to RMB0.8495, which was the PBOC rates prevailing on ; and (ii) at the rate of HK$1.00 to JPY , which was the average rate quoted by The Hongkong and Shanghai Banking Corporation as at. No representation is made that any amounts in HK$ and RMB can be or could have been at the relevant date converted at the above rate or any other rates or at all. Certain amounts and percentage figures included in this document have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be as arithmetic aggregation of the figures receding them. If there is any inconsistency between the Chinese names of entities or enterprises established in China and their English translations, the Chinese names shall prevail. The English translation of company names in Chinese or another language which are marked with * and the Chinese translation of company names in English which are marked with * are for identification purpose only. 28