BYD ELECTRONIC (INTERNATIONAL) COMPANY LIMITED 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.
(incorporated in Hong Kong under the Companies Ordinance with limited liability)
(Stock code: 285) ANNOUNCEMENT RENEWAL OF CONTINUING CONNECTED TRANSACTIONSReference is made to the announcements of the Company dated 31 December 2012, 3 June 2014, 31 July 2014 and 18 December 2014, and the circulars of the Company dated 5 February 2013 and 11 July 2014, in respect of the Existing Continuing Connected Transaction Agreements entered into between the Group and BYD Group.
Since the terms of the Existing Continuing Connected Transaction Agreements will end on
30 November 2015 and 31 December 2015, respectively, and the Company expects such transactions will continue thereafter, the Board announces that on 6 November 2015 the Group entered into the New Continuing Connected Transaction Agreements with BYD Group. As BYD is the controlling Shareholder of the Company indirectly interested in approximately 65.76% of the issued share capital of the Company as at the date of the New Continuing Connected Transaction Agreements, BYD Group is a connected person of the Company. Therefore, the transactions contemplated under the New Continuing Connected Transaction Agreements constitute Continuing Connected Transactions of the Group.
As one or more of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the proposed New Caps for the Continuing Connected Transactions for the three years ending 31 December 2018 referred to in sub-sections A, B, C and D in the section headed 'II. Continuing Connected Transactions' of this announcement exceed 5%, they constitute Non-exempt Continuing Connected Transactions of the Company. The Non-exempt Continuing Connected Transactions and their respective proposed New Caps are subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the proposed New Caps for the Continuing Connected Transactions for the three years ending 31 December 2018 referred to in sub-sections E, F, G and H in the section headed 'II. Continuing Connected Transactions' of this announcement exceed 0.1% but do not exceed 5%, they constitute Exempt Continuing Connected Transactions of the Company. The Exempt Continuing Connected Transactions and their respective New Caps are subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.
An Independent Board Committee has been established to advise the Independent Shareholders, and an independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Non-exempt Continuing Connected Transactions and their respective proposed New Caps. It is expected that a circular containing, among other things, further details of the Non-exempt Continuing Connected Transactions, together with the recommendations of the Independent Board Committee, the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders on or before 27 November 2015.
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INTRODUCTION
Reference is made to the announcements of the Company dated 31 December 2012, 3 June 2014, 31 July 2014 and 18 December 2014, and the circulars of the Company dated 5 February 2013 and 11 July 2014, in respect of the Existing Continuing Connected Transaction Agreements entered into between the Group and BYD Group.
Since the terms of the Existing Continuing Connected Transaction Agreements will end on
30 November 2015 and 31 December 2015, respectively, and the Company expects such transactions will continue thereafter, the Board announces that on 6 November 2015 the Group entered into the New Continuing Connected Transaction Agreements with BYD Group. As BYD is the controlling Shareholder of the Company indirectly interested in approximately 65.76% of the issued share capital of the Company as at the date of the New Continuing Connected Transaction Agreements, BYD Group is a connected person of the Company. Therefore, the transactions contemplated under the New Continuing Connected Transaction Agreements constitute Continuing Connected Transactions of the Company.
As one or more of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the proposed New Caps for the Continuing Connected Transactions for the three years ending 31 December 2018 referred to in sub-sections A, B, C and D in the section headed 'II. Continuing Connected Transactions' of this announcement exceed 5%, they constitute Non-exempt Continuing Connected Transactions of the Company. The Non-exempt Continuing Connected Transactions and their respective proposed New Caps are subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the proposed New Caps for the Continuing Connected Transactions for the three years ending 31 December 2018 referred to in sub-sections E, F, G and H in the section headed 'II. Continuing Connected Transactions' of this announcement exceed 0.1% but do not exceed the 5%, they constitute Exempt Continuing Connected Transactions of the Company. The Exempt Continuing Connected Transactions and their respective New Caps are subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.
An Independent Board Committee comprising the independent non-executive Directors (namely Mr. CHUNG Kwok Mo John, Mr. Antony Francis MAMPILLY and Mr. QIAN Jing-jie) has been established to advise the Independent Shareholders, and an independent financial adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Non-exempt Continuing Connected Transactions and their respective proposed New Caps. It is expected that a circular containing, among other things, further details of the Non-exempt Continuing Connected Transactions, together with the recommendations of the Independent Board Committee, the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders will be despatched to the Shareholders on or before 27 November 2015.
Further details of the Continuing Connected Transactions, the New Continuing Connected Transaction Agreements, the Existing Caps, the New Caps and the actual historical transaction amounts of such Continuing Connected Transactions for the relevant periods are set out below.
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CONTINUING CONNECTED TRANSACTIONS
The Continuing Connected Transactions include the following:
Name of connected person Connected person's relationship with the Group Nature of the connected transaction with the GroupBYD and its subsidiaries (other than the Company)
BYD is the holder of
approximately 65.76% of
the total issued share capital of the Company
Supply of products by the Group to the BYD Group
Purchase of products by the Group from the BYD Group
Provision of utilities connection
and/or utilities by the BYD Group to the Group
Provision of processing services by BYD Group to the Group
Leasing of factories and premises by BYD Group to the Group
Provision of purchasing services by BYD Group to the Group
Sharing of Ancillary Services with the BYD Group
Provision of processing services by the Group to BYD Group
A summary of the proposed New Caps for each of the Continuing Connected Transactions is set out below:
Continuing Connected Transactions 2016 RMB | 2017 RMB | 2018 RMB |
(a) Supply of products by the Group 767,048,000 to BYD Group# | 780,942,000 | 845,613,000 |
(b) Purchase of products by the 1,095,472,000 Group from BYD Group# | 1,122,585,000 | 1,208,486,000 |
(c) Provision of utilities connection 739,489,000 and/or utilities by BYD Group to the Group# | 742,342,000 | 761,063,000 |
(d) Provision of processing services 505,615,000 by BYD Group to the Group# | 534,077,000 | 602,856,000 |
(e) Leasing of factories and premises 40,387,000 by BYD Group to the Group* | 40,387,000 | 40,387,000 |
(f) Provision of purchasing services 47,929,000 by BYD Group to the Group* | 53,543,000 | 59,723,000 |
(g) Sharing of Ancillary Services with 10,820,000 the BYD Group* | 11,509,000 | 11,960,000 |
(h) Provision of processing services 56,999,000 by the Group to BYD Group* | 62,001,000 | 66,995,000 |
Notes: | ||
1. Where a Continuing Connected Transaction is marked | '#', that means the | relevant Continuing |
Connected Transaction is a Non-exempt Continuing Connected Transaction and is subject to reporting, announcement, annual review and independent shareholders' approval requirements, because one or more of the applicable percentage ratios as stipulated under Rule 14.07 of the Listing Rules in respect of the proposed New Caps for the relevant Continuing Connected Transaction exceed 5%.
2. Where a New Cap is marked '*', the relevant Continuing Connected Transaction is an Exempt Continuing Connected Transaction and is subject to reporting, announcement and annual review requirements but exempt from independent shareholders' approval requirement, because one or more of the applicable percentage ratios as stipulated under Rule 14.07 of the Listing Rules in respect of the proposed New Caps for the relevant Continuing Connected Transactions exceed 0.1% but do not exceed 5%.
Agreement: New Supply Agreement
Date: 6 November 2015
Parties: 1. The Company
2. BYD
Duration: 1 January 2016 to 31 December 2018
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