PDF《宝德科技集团股份有限公司》

approval requirements under Chapter

19 of the GEM Listing Rules. A circular of the Company containing further details of the Capital Contribution, the notice convening the EGM together with proxy form and reply slip and any other information as required by the GEM Listing Rules is expected to be despatched to the Shareholders on or before

24 April 2019. Reference is made to the announcement of the Company dated

24 May

2018 in relation to the Previous Capital Contribution. The Board announces that on

29 March 2019, Powerleader Computing entered into the Capital Contribution Agreement for contribution of capital by Leshan Gaoxin, a new investor, to Powerleader Computing (an indirect non wholly-owned subsidiary of the Company engaged in business related to the servers, storage and solutions). THE CAPITAL CONTRIBUTION AGREEMENT Date:

29 March

2019 Parties: (1) Powerleader Computing;

and (2) Leshan Gaoxin. To the best of the Directors'

knowledge, information and belief after having made reasonable inquiries, Leshan Gaoxin and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Subject Matter Pursuant to the Capital Contribution Agreement, Leshan Gaoxin agreed to make capital contributions of RMB300,000,000 to Powerleader Computing, of which RMB8,384,000 will be applied to the registered capital of Powerleader Computing, while the remainder of RMB291,616,000 will be applied to the capital reserve of Powerleader Computing. The Capital Contribution will be payable by Leshan Gaoxin in cash in two installments as follows: -

3 - (1) the first installment of not less than RMB100 million shall be paid by Leshan Gaoxin within ten working days after receiving the payment notice from Powerleader Computing;

and (2) the remaining balance of the Capital Contribution shall be paid by Leshan Gaoxin within

60 working days after Powerleader Computing has received the first installment. Upon completion of the Capital Contribution, Leshan Gaoxin will acquire a 15% equity interest in the capital of Powerleader Computing (as enlarged by the Capital Contribution). As at the date of this announcement, the Company, Powerleader VC (a wholly-owned subsidiary of the Company) and the Other Investors own 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. Basis of the Consideration The amount of the Capital Contribution is determined after arm'

s length negotiations between Powerleader Computing and Leshan Gaoxin, taking into account the assessed value of the entire shareholders'

interest of Powerleader Computing, being RMB1,701,600,000 as at the benchmark date of

30 September

2018 as assessed by China Alliance Appraisal Co., Ltd., an independent valuer using the income approach. The consideration for the Capital Contr........