PDF《海信科龙电器股份有限公司》

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.

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龙电器股份有限公司 (A joint stock limited company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 00921) ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS AND MAJOR TRANSACTION The Existing Business Co-operation Framework Agreement and the Existing Financial Services Agreement will expire on

31 December

2017 and it is expected that the Group will continue to enter into transactions of a nature similar to the transactions under that agreement from time to time thereafter. In view of the above and to modify the scope of the transactions between certain parties, on

28 November 2017, the Business Co-operation Framework Agreement and the Financial Services Agreement were entered into by the Company. Further, with a view to better catering for future business development and to standardize the term of all continuing connected transactions to end with the financial year end of the Group for better monitoring, the Company has entered into the Financial Business Framework Agreement on

28 November 2017, and upon the Financial Business Framework Agreement becoming effective, the Existing Factoring Services Agreement will be deemed to be one of the definitive agreements under the Financial Business Framework Agreement. As such, the business under the Existing Factoring Services Agreement shall be subject to the terms as agreed in the Financial Business Framework Agreement. BUSINESS CO-OPERATION FRAMEWORK AGREEMENT As at the date of this announcement, (i) Hisense Air-conditioning is a connected person of the Company by virtue of being a substantial shareholder of the Company, holding 37.92% of the issued shares of the Company and (ii) Hisense HK holds 7.13% of the issued shares of the Company. As Hisense Group is the indirect holding company of Hisense Air-conditioning and Hisense HK and Hisense Electric is owned as to 39.53% by Hisense Group, Hisense Group, Hisense Electric and their respective subsidiaries are connected persons of the Company according to the Hong Kong Listing Rules. As such, the transactions contemplated under the Business Co-operation Framework Agreement will constitute continuing connected transactions of the Company under the Hong Kong Listing Rules. As the applicable percentage ratios for the transactions contemplated under the Business Co-operation Framework Agreement exceed 5% on an annual basis and the annual consideration exceeds HK$10,000,000, the Business Co-operation Framework Agreement and the transactions contemplated thereunder and the Caps in relation thereto are subject to the reporting, announcement, annual review and shareholders'

approval requirements under Chapter 14A of

2 the Hong Kong Listing Rules. FINANCIAL SERVICES AGREEMENT As at the date of this announcement, (i) Hisense Air-conditioning is a connected person of the Company by virtue of being a substantial shareholder of the Company, holding 37.92% of the issued shares of the Company and (ii) Hisense HK holds 7.13% of the issued shares of the Company. As Hisense Group is the indirect holding company of Hisense Air-conditioning and Hisense HK and Hisense Finance is a subsidiary of Hisense Group, Hisense Finance is a connected person of the Company according to the Hong Kong Listing Rules. As such, the transactions contemplated under the Financial Services Agreement will constitute continuing connected transactions of the Company under the Hong Kong Listing Rules. As the applicable percentage ratios for the Caps in relation to the transactions for the provision of deposit, loan and electronic bank acceptance bill, draft discount, settlement and sale of foreign exchange services and agency services such as settlement services for receipt and payment of funds by Hisense Finance to the Group contemplated under the Financial Services Agreement exceed 5%, the Financial Services Agreement, the transactions contemplated thereunder and the Caps in relation thereto are subject to the reporting, announcement, annual review and shareholders'

approval requirements under Chapter 14A of the Hong Kong Listing Rules. The provision of deposit services to the Group under the Financial Services Agreement also constitutes the provision of financial assistance by the Group to Hisense Finance under Rule 14.04(1)(e) of the Hong Kong Listing Rules. Since certain applicable percentage for the provision of such deposit services is more than 25% but less than 75%, it will constitute a major transaction of the Company under Chapter

14 of the Hong Kong Listing Rules and is subject to the reporting, announcement and shareholders'

approval requirements thereunder. FINANCIAL BUSINESS FRAMEWORK AGREEMENT As at the date of this announcement, Hisense Air-conditioning is a connected person of the Company by virtue of being a substantial shareholder of the Company. Hisense Financial Holdings is a subsidiary of the holding company of Hisense Air-conditioning and an associate of Hisense Air-conditioning. Therefore, Hisense Financial Holdings is a connected person of the Company according to the Hong Kong Listing Rules. As such, the transactions contemplated under the Financial Business Framework Agreement will constitute continuing connected transactions of the Company under the Hong Kong Listing Rules. The transactions under the Financial Services Agreement and the Financial Business Framework Agreement will be aggregated under the Hong Kong Listing Rules. As the applicable percentage ratios as defined under Rule 14.07 of the Hong Kong Listing Rules in respect of the Financial Business Framework Agreement and the Financial Services Agreement on an aggregate basis exceed 5%, the transactions contemplated under the Financial Business Framework Agreement and the Caps in relation thereto are subject to the reporting, announcement, annual review and shareholders'

approval requirements under Chapter 14A of the Hong Kong Listing Rules.

3 GENERAL A circular containing, inter alia, (a) further information on the Business Co-operation Framework Agreement, the Financial Services Agreement, the Financial Business Framework Agreement and the Caps in relation thereto;

(b) the letter of advice from the independent financial adviser to the independent board committee and Shareholders;

and (c) the recommendation from the independent board committee will be despatched to the Shareholders on or before

3 January

2018 in accordance with the Hong Kong Listing Rules. BACKGROUND References are made to:- (a) ?the announcement of the Company dated

10 November

2015 in relation to, inter alia, the

2015 Financial Services Agreement;

(b) ?the circular of the Company dated

2 December

2015 in relation to, inter alia, the

2015 Financial Services Agreement;

(c) ?the announcement of the Company dated

3 August

2016 in relation to, inter alia, the Supplemental Agreement;

(d) ?the circular of the Company dated

8 September

2016 in relation to, inter alia, the Supplemental Agreement;

(e) ?the announcement of the Company dated

17 November

2016 in relation to, inter alia, the Existing Business Co-operation Framework Agreement;

(f) ? the circular of the Company dated

23 December

2016 in relation to, inter alia, the Existing Business Co-operation Framework Agreement;

(g) ?the announcement of the Company dated

10 May

2017 in relation to, inter alia, the Second Supplemental Agreement and the Existing Factoring Services Agreement;

and (h) ?the circular of the Company dated

8 June

2017 in relation to, inter alia, the Second Supplemental Agreement. The Existing Business Co-operation Framework Agreement and the Existing Financial Services Agreement will expire on

31 December

2017 and it is expected that the Group will continue to enter into transactions of a nature similar to the transactions under those agreements from time to time thereafter. In view of the above and to modify the scope of the transactions between certain parties, on

28 November 2017, the Business Co-operation Framework Agreement and the Financial Services Agreement were entered into by the Company. Further, with a view to better catering for future business development and to standardize the term of all continuing connected transactions to end with the financial year end of the Group for better monitoring, the Company has entered into the Financial Business Framework Agreement on

28 November 2017, and upon the Financial Business Framework Agreement becoming effective, the Existing Factoring Services Agreement will be deemed to be one of the definitive

4 agreements under the Financial Business Framework Agreement. As such, the business under the Existing Factoring Services Agreement shall be subject to the terms as agreed in the Financial Business Framework Agreement. (A) CONTINUING CONNECTED TRANSACTIONS BUSINESS CO-OPERATION FRAMEWORK AGREEMENT Date:

28 November

2017 Parties: The Company;

Hisense Group;

and Hisense Electric Term: The Business Co-operation Framework Agreement shall commence from

1 January

2018 or the date of approval of the Business Co-operation Framework Agreement by the Independent Shareholders at the EGM (whichever is the later) until

31 December 2018, which can be terminated before its expiration by mutual agreement of the parties. In the event of any exemption for connected transactions being withdrawn or revoked or becoming invalid and there is non-compliance with the relevant Hong Kong Listing Rules and/or Shenzhen Listing Rules in respect of connected transactions for any transactions contemplated under the Business Co-operation Framework Agreement, the performance of the Business Co-operation Framework Agreement in respect of such transactions shall be terminated. The Business Co-operation Framework Agreement will be terminated if all transactions contemplated thereunder have been terminated for the above reason. Condition: The Business Co-operation Framework Agreement and the transactions contemplated thereunder are subject to the approval of the Independent Shareholders at the EGM. Subject matters: The transactions contemplated under the Business Co-operation Framework Agreement will be conducted in the ordinary and usual course of business of the parties, on normal commercial terms and on terms not less favourable to the parties than terms available to or from (as appropriate) independent third parties. The Business Co-operation Framework Agreement does not restrict the rights of the parties (as the case may be) to sell or purchase products or services contemplated under the Business Co-operation Framework Agreement from any ot........