PDF《宝德科技集团股份有限公司》

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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.

宝德科技集团股份有限公司POWERLEADER SCIENCE &

TECHNOLOGY GROUP LIMITED* (a joint stock company incorporated in the People'

s Republic of China with limited liability) (Stock code: 8236) VERY SUBSTANTIAL DISPOSAL CAPITAL CONTRIBUTION TO SHENZHEN POWERLEADER COMPUTING SYSTEM LIMITED AND DEEMED DISPOSAL Reference is made to the announcement of the Company dated

24 May

2018 in relation to the Previous Capital Contribution. On

29 March 2019, Powerleader Computing (an indirect non wholly-owned subsidiary of the Company) entered into the Capital Contribution Agreement with Leshan Gaoxin pursuant to which Leshan Gaoxin agreed to make a capital contribution of RMB300,000,000 to Powerleader Computing, payable in two installments, of which RMB8,384,000 will be applied to the registered capital of Powerleader Computing and the remainder of RMB291,616,000 will be applied to the capital reserve of Powerleader Computing. On the same date, Powerleader Computing entered into the Supplemental Agreement with Leshan Gaoxin, Mr. Li and Madam Zhang to supplement the Capital Contribution Agreement with certain undertakings and indemnities to Leshan Gaoxin. As at the date of this announcement, the Company, Powerleader VC (a wholly-owned subsidiary of the Company) and the Other Investors owns approximately 24.00%, 55.99% and 20.01% of the equity interest in Powerleader Computing respectively. Upon completion of the Capital Contribution, the Company, Powerleader VC, Leshan Gaoxin and the Other Investors will own approximately 20.40%, 47.59%, 15.00% and 17.01% of the equity interest in Powerleader Computing respectively. The registered capital of Powerleader Computing will increase from RMB47,509,400 to RMB55,893,400. As the Company and Powerleader VC will own approximately 67.99% of the equity interest in Powerleader Computing in aggregate, Powerleader Computing will remain an indirect non-wholly owned subsidiary of the Company upon completion of the Capital Contribution. GEM LISTING RULES IMPLICATIONS At present and prior to the Capital Contribution, the Group owns approximately 79.99% of the equity interest in Powerleader Computing. The Capital Contribution will result in the dilution of the Group'

s interest in Powerleader Computing from approximately 79.99% to approximately 67.99%. Pursuant to Rule 19.29 of the GEM Listing Rules, the relevant dilution will be a deemed -

2 - disposal of the Company'

s interest in a subsidiary. As one of the applicable percentage ratios of the Capital Contribution is more than 25% but less than 75%, the deemed disposal under the Capital Contribution constitutes a major transaction of the Company. As the Capital Contribution is conducted within

12 months of the Previous Capital Contribution, the Capital Contribution is subject to aggregation with the Previous Capital Contribution pursuant to Rule 19.22 of the GEM Listing Rules. One of the applicable percentage ratios of the aggregated Capital Contribution and the Previous Capital Contribution exceeds 75%, the deemed disposal under the Capital Contribution constitutes a very substantial disposal of the Company and is therefore subject to the reporting, announcement, circular and shareholders'