360 LUDASHI HOLDINGS 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.
360 LUDASHI HOLDINGS LIMITED
3 6 0 魯 大 師 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3601)
DISCLOSEABLE TRANSACTION
SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCTS
SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCTS
On 31 March 2021, Chengdu Qilu, Liu Liuyou Technology, Tianjin Zhongzhixing and Anyixun Technology (each of them is a subsidiary of the Company) entered into the Structured Deposit Products Agreements with China Merchants Bank respectively, pursuant to which, Chengdu Qilu, Liu Liuyou Technology, Tianjin Zhongzhixing and Anyixun Technology agreed to subscribe the Structured Deposit Products of RMB30 million, RMB30 million, RMB10 million and RMB60 million respectively from China Merchants Bank by using their respective internal funds. The Board believes this allows the Group to better utilize its idle fund and generate better returns.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios in respect of the Structured Deposit Products subscribed by Chengdu Qilu, Liu Liuyou Technology, Tianjin Zhongzhixing and Anyixun Technology in aggregate exceed 5% but all of the ratios are less than 25%, the subscription of the Structured Deposit Products therefore constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.
On 31 March 2021, Chengdu Qilu, Liu Liuyou Technology, Tianjin Zhongzhixing and Anyixun Technology (each of them is a subsidiary of the Company) entered into the Structured Deposit Products Agreements with China Merchants Bank respectively, pursuant to which, Chengdu Qilu, Liu Liuyou Technology, Tianjin Zhongzhixing and Anyixun Technology agreed to subscribe the Structured Deposit Products of RMB30 million, RMB30 million, RMB10 million and RMB60 million respectively from China Merchants Bank, by using their respective internal funds.
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The Structured Deposit Product Agreements
Structured Deposit Product Agreement I
On 31 March 2021, Chengdu Qilu entered into the Structured Deposit Product Agreement I with China Merchants Bank, the principal terms of which are set out below:
Date: 31 March 2021
Product: Gold-linkedSeries Bearish Three-tier 91-dayStructured Deposit of China Merchants Bank* (招商銀行點金系列看跌三層區間91天結構性存款)
Parties: Chengdu Qilu; and China Merchants Bank
Amount of the deposit: RMB30 million
Type: Principal-guaranteed with floating interest rate
Linked subject and deposit interest: The interest on such deposit is linked to the price of gold. Deposit interest is determined based on the performance of the linked gold price. Expected maturity interest rate per annum: 1.65% to 3.24%.
Term of the deposit: 91 days
Value date: 2 April 2021
Expiry date: 2 July 2021
Risk rating of the product (the risk rating made by the bank): R1(cautious)
Termination and redemption: Chengdu Qilu has no right of early termination or redemption of the product.
Structured Deposit Product Agreement II and Structured Deposit Product Agreement III
On 31 March 2021, Liu Liuyou Technology and Tianjin Zhongzhixing entered into the Structured Deposit Product Agreement II and Structured Deposit Product Agreement III with China Merchants Bank respectively, the principal terms of which are set out below:
Date: 31 March 2021
Product: Gold-linkedSeries Bearish Three-tier 90-dayStructured Deposit of China Merchants Bank* (招商銀行點金系列看跌三層區間90天結構性存款)
Parties: Liu Liuyou Technology, Tianjin Zhongzhixing (respectively); and China Merchants Bank
Amount of deposits: Liu Liuyou Technology: RMB30 million Tianjin Zhongzhixing: RMB10 million
Type: Principal-guaranteed with floating interest rate
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Linked subject and deposit interests: The interests on such deposit are linked to the price of gold. Deposit interests are determined based on the performance of the linked gold price. Expected maturity interest rate per annum: 1.35% to 3.54%.
Term of deposit: 90 days
Value date: 1 April 2021
Expiry date: 30 June 2021
Risk rating of the product (the risk rating made by the bank): R1(cautious)
Termination and redemption: each of Liuliuyou Technology and Tianjin Zhongzhixing has no right of early termination or redemption of the product.
Structured Deposit Product Agreement IV and Structured Deposit Product Agreement V
On 31 March 2021, Anyixun Technology entered into the Structured Deposit Product Agreement IV and Structured Deposit Product Agreement V with China Merchants Bank, the principal terms of which are set out below:
Structured Deposit Product Agreement IV
Date: 31 March 2021
Product: Gold-linkedSeries Bearish Three-tier 30-dayStructured Deposit of China Merchants Bank* (招商銀行點金系列看跌三層區間30天結構性存款)
Parties: Anyixun Technology; and China Merchants Bank
Amount of the deposit: RMB30 million
Type: Principal-guaranteed with floating interest rate
Linked subject and deposit interest: The interest on such deposit is linked to the price of gold. Deposit interest is determined based on the performance of the linked gold price. Expected maturity interest rate per annum: 1.59% to 3.46%.
Term of the deposit: 30 days
Value date: 6 April 2021
Expiry date: 6 May 2021
Risk rating of the product (the risk rating made by the bank): R1(cautious)
Termination and redemption: Anyixun Technology has no right of early termination or redemption of the product.
Structured Deposit Product Agreement V
Date: 31 March 2021
Product: Gold-linkedSeries Bearish Three-tier 91-dayStructured Deposit of China Merchants Bank* (招商銀行點金系列看跌三層區間91天結構性存款)
Parties: Anyixun Technology; and China Merchants Bank
Amount of the deposit: RMB30 million
Type: Principal-guaranteed with floating interest rate
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Linked subject and deposit interest: The interest on such deposit is linked to the price of gold. Deposit interest is determined based on the performance of the linked gold price. Expected maturity interest rate per annum: 1.59% to 3.53%.
Term of the deposit: 91 days
Value date: 6 April 2021
Expiry date: 6 July 2021
Risk rating of the product (the risk rating made by the bank): R1(cautious)
Termination and redemption: Anyixun Technology has no right of early termination or redemption of the product.
BASIS OF DETERMINATION FOR THE CONSIDERATION
The Directors confirmed that the considerations of the subscriptions of the Structured Deposit Products were determined on the basis of normal commercial terms negotiated at arm's length between the Group and China Merchants Bank, having considered the then available surplus cash of the Group for treasury management purpose.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
Taking into account that (i) the Structured Deposit Products are fully principal-guaranteed and with minimal risks involved; (ii) compared with the deposit interest rates generally offered by commercial banks in the PRC, the returns of the Structured Deposits Products are relatively high; and (iii) the Structured Deposits Products are funded by the Group's idle funds with a relatively short term which will not affect the operational liquidity of the Group, the Group decided to subscribe for the Structured Deposits Products to improve the utilization of its idle funds and generate better returns for the Group.
Accordingly, the Directors (including the independent non-executive Directors) are of the view that the terms of the Structured Deposit Products Agreements were arrived at after the arm's length negotiation and the transactions contemplated thereunder are on normal commercial terms which are fair and reasonable and in the interests of the Company and Shareholders as a whole.
INFORMATION ABOUT THE PARTIES
The Company
The Company was incorporated in the Cayman Islands with limited liability and develops a series of PC and mobile devices utility software and offer them to users free-of-charge in exchange for online traffic that the Company monetizes by online advertising services, online game platform and operation of exclusive licensed online game business and further expands by electronic devices sales.
Chengdu Qilu
Chengdu Qilu is a limited liability company established in the PRC and is deemed to be a wholly-owned subsidiary of the Company pursuant to the Contractual Arrangements. It is principally engaged in online traffic monetization in the form of online game business.
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Liu Liuyou Technology
Liu Liuyou Technology is a limited liability company established in the PRC and a non-wholly owned subsidiary of Chengdu Qilu. It is principally engaged in online game business.
Tianjin Zhongzhixing
Tianjin Zhongzhixing is a limited liability company established in the PRC and a wholly-owned subsidiary of the Company. It is principally engaged in homepage directory services.
Anyixun Technology
Anyixun Technology is a limited liability company established in the PRC and a wholly-owned subsidiary of the Group. It is principally engaged in software development, online advertising and investment holding.
China Merchants Bank
China Merchants Bank is a commercial bank in the PRC, headquartered in Shenzhen. It was listed on the Stock Exchange (stock code: 3968) and on the Shanghai Stock Exchange (stock code: 600036). It is principally engaged in providing customers with various wholesale and retail banking products and services, and maintaining treasury businesses for proprietary purpose and on behalf of customers.
To the best knowledge, information and belief of the Directors having made all reasonable enquiries, China Merchants Bank and its ultimate beneficial owner(s) are the third parties independent of the Company and its connected persons (as defined under the Listing Rules).
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios in respect of the Structured Deposit Products subscribed by Chengdu Qilu, Liu Liuyou Technology, Tianjin Zhongzhixing and Anyixun Technology in aggregate exceed 5% but all of the ratios are less than 25%, the subscription for the Structured Deposit Products therefore constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:
"Anyixun Technology" Chengdu Anyixun Technology Company Limited* (成都安易迅 科技有限公司), a limited liability company established in the PRC on 20 October 2015 and a wholly-owned subsidiary of the Company
"Board" | board of Directors of the Company |
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"Chengdu Qilu"
"China Merchants Bank"
"China" or "PRC" "Company"
"connected person(s)"
"Contractual Arrangements"
"Director(s)" "Group" "Hong Kong" "Listing Rules"
"Liu Liuyou Technology"
"RMB"
"Share(s)"
"Shareholders"
"Stock Exchange"
Chengdu Qilu Technology Company Limited* (成都奇魯科技有 限公司), a limited liability company established in the PRC on 25 November 2014 and is deemed to be a wholly-owned subsidiary of the Company pursuant to the Contractual Arrangements
China Merchants Bank Co., Ltd., a joint stock company incorporated in the PRC with limited liability and the shares of which are listed on the Shanghai Stock Exchange (stock code:
600036) and the Main Board of the Stock Exchange (stock code: 3968)
the People's Republic of China
360 LUDASHI HOLDINGS LIMITED (360魯大師控股有限公 司), an exempted company with limited liability incorporated in the Cayman Islands, whose shares are listed on the Main Board of the Stock Exchange(stock code: 3601)
has the meaning ascribed to it under the Listing Rules
a series of contractual arrangements entered into by Anyixun Technology, Chengdu Qilu and the registered shareholders of Chengdu Qilu (where applicable), details of which are described in the "Contractual Arrangement" section of the prospectus of the Company dated 26 September 2019
the director(s) of the Company
the Company and its subsidiaries from time to time
the Hong Kong Special Administrative Region of the PRC
the Rules Governing the Listing of Securities on the Stock Exchange
Tianjin Liu Liuyou Technology Company Limited* (天津六六 遊科技有限公司), a limited liability company established in the PRC on 17 April 2017 and a non-wholly owned subsidiary of Chengdu Qilu
Renminbi, the lawful currency of China
ordinary share(s) with nominal value of HK$0.01 each in the share capital of the Company
holder(s) of the Share(s)
The Stock Exchange of Hong Kong Limited
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"Structured Deposit Products" the structured deposit products subscribed by Chengdu Qilu, Liu Liuyou Technology, Tianjin Zhongzhixing and Anyixun Technology from China Merchants Bank, respectively, on 31 March 2021 pursuant to the Structured Deposit Products
Agreements | |
"Structured Deposit | agreement entered into between Chengdu Qilu and the China |
Product Agreement I" | Merchants Bank on 31 March 2021 in relation to subscription of |
Structured Deposit Product of RMB30 million | |
"Structured Deposit | agreement entered into between Liu Liuyou Technology and |
Product Agreement II" | the China Merchants Bank on 31 March 2021 in relation to |
subscription of Structured Deposit Products of RMB30 million | |
"Structured Deposit | agreement entered into between Tianjin Zhongzhixing and |
Product Agreement III" | the China Merchants Bank on 31 March 2021 in relation to |
subscription of Structured Deposit Products of RMB10 million | |
"Structured Deposit | agreement entered into between Anyixun Technology and |
Product Agreement IV" | the China Merchants Bank on 31 March 2021 in relation to |
subscription of Structured Deposit Products of RMB30 million | |
with term of deposits of 30 days | |
"Structured Deposit | agreement entered into between Anyixun Technology and |
Product Agreement V" | the China Merchants Bank on 31 March 2021 in relation to |
subscription of Structured Deposit Products of RMB30 million | |
with term of deposits of 91 days | |
"Structured Deposit | including the Structured Deposit Product Agreement I, Structured |
Products Agreements" | Deposit Product Agreement II, Structured Deposit Product |
Agreement III, Structured Deposit Product Agreement IV and | |
Structured Deposit Product Agreement V | |
"Tianjin Zhongzhixing" | Tianjin Zhongzhixing Technology Co., Ltd* (天津眾志興科技有 |
限公司), a limited liability company established in the PRC on 27 | |
June 2017 and a wholly-owned subsidiary of the Company | |
"%" | per cent |
By order of the Board | |
360 Ludashi Holdings Limited | |
Mr. Tian Ye | |
Chairman and executive Director | |
Hong Kong, 31 March 2021 |
As at the date of this announcement, the Board comprises: Mr. Tian Ye and Mr. He Shiwei as executive Directors; Mr. Sun Chunfeng, Mr. Liu Wei and Mr. Zhao Dan as non-executive Directors; and Mr. Li Yang, Mr. Wang Xinyu, Mr. Zhang Ziyu and Mr. Zhu Jinglei as independent non-executive Directors.
- For identification purpose only
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360 Ludashi Holdings Ltd. published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 15:34:11 UTC.
