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.
暢 捷 通 信 息 技 術 股 份 有 限 公 司
CHANJET INFORMATION TECHNOLOGY COMPANY LIMITED*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1588)
CONNECTED TRANSACTIONS
SALE OF DOMESTIC SHARES FOR THE IMPLEMENTATION OF
THE EMPLOYEE TRUST BENEFIT SCHEME
Reference is made to the announcements of the Company dated 13 April 2015 and 8 June 2015, the circular of the Company dated 23 April 2015 in relation to, among other things, the adoption of the Employee Trust Benefit Scheme, and the announcements of the Company dated 6 December 2018 and 5 June 2019 in relation to, among other things, the sale of Domestic Shares for the implementation of the Employee Trust Benefit Scheme.
THE EQUITY TRANSFER AGREEMENT VI
On 6 December 2018, National Trust, entrusted by the Company, entered into the Equity Transfer Agreement VI with Chuangxin Investment, pursuant to which National Trust agreed to sell 250,000 Domestic Shares held by National Trust to Chuangxin Investment. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement VI is RMB2,170,000.
THE EQUITY TRANSFER AGREEMENT VII
On 6 December 2018, Hwabao Trust, entrusted by the Company, entered into the Equity Transfer Agreement VII with Chuangxin Investment, pursuant to which Hwabao Trust agreed to sell 1,030,000 Domestic Shares held by Hwabao Trust to Chuangxin Investment. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement VII is RMB8,940,400.
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THE EQUITY TRANSFER AGREEMENT VIII
On 5 June 2019, National Trust, entrusted by the Company, entered into the Equity Transfer Agreement VIII with Chuangxin Investment, pursuant to which National Trust agreed to sell 375,000 Domestic Shares held by National Trust to Chuangxin Investment. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement VIII is RMB3,180,000.
THE EQUITY TRANSFER AGREEMENT IX
On 6 December 2019, Hwabao Trust, entrusted by the Company, entered into the Equity Transfer Agreement IX with Yonyou Up, pursuant to which Hwabao Trust agreed to sell 450,000 Domestic Shares held by Hwabao Trust to Yonyou Up. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement IX is RMB3,393,000.
IMPLICATIONS UNDER THE HONG KONG LISTING RULES
Each of Hwabao Trust and National Trust has been entrusted by the Company to set up trusts for the implementation of the Scheme. Each of Chuangxin Investment and Yonyou Up is a subsidiary of the Parent, the controlling shareholder of the Company, and therefore a connected person of the Company.
As the Equity Transfer Agreements were entered into between the Trustees entrusted by the Company and Chuangxin Investment or Yonyou Up, and the transactions contemplated thereunder were conducted or completed (as applicable) within a 12-month period, the transactions contemplated under the Equity Transfer Agreements shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. After aggregation, as one or more applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules exceed 0.1% but are less than 5%, the transactions contemplated under the Equity Transfer Agreements constitute connected transactions of the Company which are subject to the reporting and announcement requirements but are exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.
Reference is made to the announcements of the Company dated 13 April 2015 and 8 June 2015, the circular of the Company dated 23 April 2015 in relation to, among other things, the adoption of the Employee Trust Benefit Scheme, and the announcements of the Company dated 6 December 2018 and 5 June 2019 in relation to, among other things, the sale of Domestic Shares for the implementation of the Employee Trust Benefit Scheme.
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BACKGROUND
In order to implement the Scheme, the Company has entrusted National Trust to set up the trust for the benefit of the participants of the Scheme who are connected persons of the Company, and has entrusted Hwabao Trust to set up the trust for the benefit of the participants of the Scheme who are not connected persons of the Company.
On 6 December 2018, National Trust, entrusted by the Company, entered into the Equity Transfer Agreement VI with Chuangxin Investment, pursuant to which National Trust agreed to sell 250,000 Domestic Shares held by National Trust to Chuangxin Investment. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement VI is RMB2,170,000.
On 6 December 2018, Hwabao Trust, entrusted by the Company, entered into the Equity Transfer Agreement VII with Chuangxin Investment, pursuant to which Hwabao Trust agreed to sell 1,030,000 Domestic Shares held by Hwabao Trust to Chuangxin Investment. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement VII is RMB8,940,400.
On 5 June 2019, National Trust, entrusted by the Company, entered into the Equity Transfer Agreement VIII with Chuangxin Investment, pursuant to which National Trust agreed to sell 375,000 Domestic Shares held by National Trust to Chuangxin Investment. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement VIII is RMB3,180,000.
On 6 December 2019, Hwabao Trust, entrusted by the Company, entered into the Equity Transfer Agreement IX with Yonyou Up, pursuant to which Hwabao Trust agreed to sell 450,000 Domestic Shares held by Hwabao Trust to Yonyou Up. The aggregate consideration of the transactions contemplated under the Equity Transfer Agreement IX is RMB3,393,000.
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THE EQUITY TRANSFER AGREEMENT IX
A summary of the principal terms of the Equity Transfer Agreement IX is set out below:
Date: | 6 December 2019 |
Parties: | (i) Hwabao Trust, as the transferor |
(ii) Yonyou Up, as the transferee | |
Effective Date: | The Equity Transfer Agreement IX shall take effect from |
the date of execution by the legal representatives (managing | |
partners) or authorized representatives and being stamped | |
with the official seals of both parties. | |
Target Assets: | 450,000 Domestic Shares held by Hwabao Trust, representing |
approximately 0.21% of the total share capital of the | |
Company. | |
Consideration: | The aggregate consideration under the Equity Transfer |
Agreement IX is RMB3,393,000 which was determined | |
according to the average closing price of the H Shares of | |
ninety (90) trading days preceding the execution date of | |
the Equity Transfer Agreement IX (the exchange rate is | |
the central parity rate of RMB to HKD announced by the | |
People's Bank of China on the business day preceding the | |
execution of the Equity Transfer Agreement IX) as set out | |
in the relevant terms of the Scheme, being RMB7.54 per | |
share, as well as the number of the abovementioned 450,000 | |
Domestic Shares to be transferred. |
Payment Arrangements: The aggregate consideration under the Equity Transfer Agreement IX shall be settled in a lump sum payment before 20 December 2019.
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Closing andUpon the settlement of the aggregate consideration by the Transitional Period: transferee to the transferor, the transferee will be entitled to enjoy the relevant shareholder's rights and undertake the relevant shareholder's obligations in accordance with the relevant laws and regulations, the articles of association of the Company and the Equity Transfer Agreement IX as the
owner of the Target Assets.
During the transitional period from the execution date of the Equity Transfer Agreement IX to the date when the Target Assets are being registered under the name of the transferee, the profit and loss of the Company shall belong to the transferee.
FINANCIAL INFORMATION OF THE GROUP
The unaudited total assets and net assets of the Group as of 30 September 2019 were approximately RMB1,533.01 million and RMB1,300.80 million, respectively. The audited profit (both before and after taxation) attributable to the Group for the two years ended 31 December 2017 and 2018 is set out below:
For the | For the | |
year ended | year ended | |
31 December | 31 December | |
2017 | 2018 | |
(RMB'000) | (RMB'000) | |
Profit before taxation attributable to the Group | 242,777 | 110,208 |
Profit after taxation attributable to the Group | 222,837 | 106,812 |
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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
The table below sets out the shareholding structure of the Company regarding the Domestic Shares before and after the completion of the Equity Transfer under the Equity Transfer Agreement IX:
Immediately before the completion | Immediately after the completion | |||||||||||||
of the Equity Transfer under | of the Equity Transfer under | |||||||||||||
the Equity Transfer Agreement IX | the Equity Transfer Agreement IX | |||||||||||||
Approximate | Approximate | |||||||||||||
percentage of | Approximate | percentage of | Approximate | |||||||||||
shareholdings | percentage of | shareholdings | percentage of | |||||||||||
Number of | in the total | shareholdings | Number of | in the total | shareholdings | |||||||||
Name of Domestic | Domestic | share capital | in the Domestic | Domestic | share capital | in the Domestic | ||||||||
Shareholders | Shares held | of the Company | Shares | Shares held | of the Company | Shares | ||||||||
(Note 1) | (Note 1) | |||||||||||||
The Parent | 149,732,474 | 68.94% | 92.32% | 149,732,474 | 68.94% | 92.32% | ||||||||
Yonyou Up(Note 2) | 6,002,952 | 2.76% | 3.70% | 6,452,952 | 2.97% | 3.98% | ||||||||
National Trust | 2,795,000 | 1.29% | 1.72% | 2,795,000 | 1.29% | 1.72% | ||||||||
Hwabao Trust | 2,447,400 | 1.13% | 1.51% | 1,997,400 | 0.92% | 1.23% | ||||||||
Happiness Investment | 670,784 | 0.31% | 0.41% | 670,784 | 0.31% | 0.41% | ||||||||
Tongyun Jitian | ||||||||||||||
Investment | 496,133 | 0.23% | 0.31% | 496,133 | 0.23% | 0.31% | ||||||||
Huicai Juneng | ||||||||||||||
Investment | 36,923 | 0.02% | 0.02% | 36,923 | 0.02% | 0.02% | ||||||||
Total | 162,181,666 | 74.68% | 100.00% | 162,181,666 | 74.68% | 100.00% | ||||||||
Notes:
- The percentage of shareholding is rounded to the nearest two decimal places and the total percentage of shareholding may not add up to 100% due to rounding.
- On 11 November 2019, Yonyou Up entered into an equity transfer agreement with Chuangxin Investment, pursuant to which Chuangxin Investment agreed to sell 6,002,952 Domestic Shares held by Chuangxin Investment to Yonyou Up for an aggregate consideration of RMB38,088,700.
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REASONS FOR AND BENEFITS OF ENTERING INTO THE EQUITY TRANSFER AGREEMENTS
The Equity Transfer Agreements were entered into so as to facilitate the implementation of the Scheme. According to the Scheme, the Trustees shall purchase from, or sell to, Domestic Shareholders or the secondary market, the Target Shares. The Equity Transfer Agreements were entered into as certain Scheme Participants applied to exercise their Trust Beneficial Rights.
The Directors (including the independent non-executive Directors) are of the view that each of the Equity Transfer Agreement VI, the Equity Transfer Agreement VII, the Equity Transfer Agreement VIII and the Equity Transfer Agreement IX was conducted on normal commercial terms, and although the transactions contemplated thereunder are not in the ordinary and usual course of business of the Company, the terms and conditions therein are fair and reasonable and in line with the overall development strategy of the Group as well as in the interests of the Company and the Shareholders as a whole.
IMPLICATIONS UNDER THE HONG KONG LISTING RULES
Each of Hwabao Trust and National Trust has been entrusted by the Company to set up trusts for the implementation of the Scheme. Each of Chuangxin Investment and Yonyou Up is a subsidiary of the Parent, the controlling shareholder of the Company, and therefore a connected person of the Company.
As the Equity Transfer Agreements were entered into between the Trustees entrusted by the Company and Chuangxin Investment or Yonyou Up, and the transactions contemplated thereunder were conducted or completed (as applicable) within a 12-month period, the transactions contemplated under the Equity Transfer Agreements shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. After aggregation, as one or more applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules exceed 0.1% but are less than 5%, the transactions contemplated under the Equity Transfer Agreements constitute connected transactions of the Company which are subject to the reporting and announcement requirements but are exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.
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Our Directors, Mr. Wang Wenjing and Mr. Wu Zhengping are also directors of the Parent or its subsidiaries, and have therefore abstained from voting on the relevant Board resolutions approving the Equity Transfer Agreements and the transactions contemplated thereunder. Save as disclosed above, none of the other Directors has any material interest in the Equity Transfer Agreements and the transactions contemplated thereunder and therefore no other Director has abstained from voting on such Board resolutions.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save as disclosed above, there is no other connected transaction entered into between any member of the Group and the Parent Group and its ultimate beneficial owner(s) within a 12-month period or are otherwise related, which would, together with the transactions contemplated under the Equity Transfer Agreements, be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules.
INFORMATION ON THE PARTIES INVOLVED
The Company
The Company is a leading provider of enterprise software and services designed for micro and small scale enterprises in the PRC. The core business of the Company is to develop and provide software and services designed to satisfy the informatization needs of micro and small scale enterprises.
Yonyou Up
Yonyou Up is principally engaged in businesses including the technical development, consultation and services of computer software, hardware and ancillary equipment.
Chuangxin Investment
Chuangxin Investment is principally engaged in investment management.
Hwabao Trust and National Trust
Each of Hwabao Trust and National Trust is principally engaged in, among other things, fund trust, moveable property trust, real estate trust, negotiable securities trust, and other property or property right trust.
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DEFINITIONS
Unless the context otherwise requires, capitalized terms used in this announcement shall have the meanings as follow:
"Board" | the board of directors of the Company |
"Chuangxin | Beijing Chuangxin Investment Centre (Limited Partnership) |
Investment" | ( 北 京 用 友 創 新 投 資 中 心( 有 限 合 夥)), a limited |
partnership established in the PRC on 23 June 2010, the | |
equity of which is owned by the Parent and Happiness | |
Investment as to 99% and 1%, respectively | |
"Company" | Chanjet Information Technology Company Limited ( 暢 捷 通 |
信 息 技 術 股 份 有 限 公 司), a joint stock limited company | |
incorporated in the PRC with limited liability, the H Shares | |
of which are listed and traded on the Hong Kong Stock | |
Exchange | |
"connected person(s)" | has the meaning ascribed to it under the Hong Kong Listing |
Rules | |
"controlling | has the meaning ascribed to it under the Hong Kong Listing |
shareholder" | Rules |
"Director(s)" | the director(s) of the Company |
"Domestic Share(s)" | the ordinary share(s) in the share capital of the Company |
with a nominal value of RMB1.00 each, which are subscribed | |
for and paid up in RMB and are unlisted shares which are not | |
currently listed or traded on any stock exchange | |
"Domestic | the holder(s) of the Domestic Shares |
Shareholder(s)" | |
"Employee Trust | the employee trust benefit scheme of the Company |
Benefit Scheme" | |
or "Scheme" | |
"Equity Transfer" | the transfer of Domestic Shares contemplated under the |
Equity Transfer Agreements | |
"Equity Transfer | collectively, the Equity Transfer Agreement VI, the Equity |
Agreements" | Transfer Agreement VII, the Equity Transfer Agreement VIII |
and the Equity Transfer Agreement IX |
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"Equity Transfer | the equity transfer agreement dated 6 December 2018 entered |
Agreement VI" | into between National Trust and Chuangxin Investment in |
respect of the transfer of 250,000 Domestic Shares | |
"Equity Transfer | the equity transfer agreement dated 6 December 2018 entered |
Agreement VII" | into between Hwabao Trust and Chuangxin Investment in |
respect of the transfer of 1,030,000 Domestic Shares | |
"Equity Transfer | the equity transfer agreement dated 5 June 2019 entered into |
Agreement VIII" | between National Trust and Chuangxin Investment in respect |
of the transfer of 375,000 Domestic Shares | |
"Equity Transfer | the equity transfer agreement dated 6 December 2019 entered |
Agreement IX" | into between Hwabao Trust and Yonyou Up in respect of the |
transfer of 450,000 Domestic Shares | |
"Group" | the Company and its subsidiaries |
"Happiness | Happiness Investment Co., Ltd. ( 北 京 用 友 幸 福 投 資 管 理 |
Investment" | 有 限 公 司), a company established in the PRC with limited |
liability on 12 May 2010 and one of the promoters of the | |
Company and a holding subsidiary of the Parent, in which the | |
Parent holds 60% of the shares | |
"H Share(s)" | overseas listed foreign invested ordinary share(s) in the share |
capital of the Company with a nominal value of RMB1.00 | |
each, which is/are listed and traded on the Hong Kong Stock | |
Exchange | |
"HKD" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Hong Kong Listing | the Rules Governing the Listing of Securities on The Stock |
Rules" | Exchange of Hong Kong Limited |
"Hong Kong Stock | The Stock Exchange of Hong Kong Limited |
Exchange" |
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"Huicai Juneng | Beijing Huicai Juneng Investment Management Centre |
Investment" | (Limited Partnership) ( 北 京 匯 才 聚 能 投 資 管 理 中 心(有 |
限 合 夥)), a limited partnership established in the PRC on 30 | |
August 2011, with Mr. Cai Jingsheng as its general partner, | |
and certain employees and ex-employees of the Company as | |
its limited partners | |
"Hwabao Trust" | Hwabao Trust Co., Ltd. ( 華 寶 信 託 有 限 責 任 公 司), a |
company established in the PRC with limited liability on 10 | |
September 1998 | |
"National Trust" | National Trust Co., Ltd. ( 國 民 信 託 有 限 公 司), a company |
established in the PRC with limited liability on 12 January | |
1987 | |
"Parent" | Yonyou Network Technology Co., Ltd. ( 用 友 網 絡 科 技 股 |
份 有 限 公 司), a joint stock limited company incorporated | |
in the PRC on 18 January 1995, the shares of which are | |
listed on the Shanghai Stock Exchange ( 上 海 證 券 交 易 所) | |
(Stock Code: 600588), and the controlling shareholder of the | |
Company | |
"Parent Group" | the Parent and its subsidiaries |
"PRC" | the People's Republic of China which, for the purpose |
of this announcement, excludes the Hong Kong Special | |
Administrative Region of the People's Republic of China, | |
the Macau Special Administrative Region of the People's | |
Republic of China and the region of Taiwan | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Scheme | Employee(s) of the Company and its subsidiaries who can |
Participant(s)" | participate in the Scheme and be granted the Trust Benefit |
Units as decided by the Board | |
"Share(s)" | the Domestic Share(s) and the H Share(s) |
"Shareholder(s)" | the holder(s) of the Shares |
"Target Assets" | 450,000 Domestic Shares held by Hwabao Trust, representing |
approximately 0.21% of the total share capital of the | |
Company |
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"Target Share(s)" | the Share(s) involved in the Scheme |
"Tongyun Jitian | Beijing Tongyun Jitian Investment Management Centre |
Investment" | (Limited Partnership) ( 北 京 通 雲 濟 天 投 資 管 理 中 心(有 |
限 合 夥)), a limited partnership established in the PRC on 30 | |
August 2011, with Mr. Jiao Jianyu as its general partner, and | |
certain employees and ex-employees of the Company as its | |
limited partners | |
"trading day(s)" | the day(s) on which securities can be traded on the Hong |
Kong Stock Exchange | |
"Trust Beneficial | the rights which the Scheme Participants are entitled to in |
Rights" | respect of the Trust Benefit Units |
"Trust Benefit Unit(s)" | unit(s) of beneficial rights as divided by the Trustees and |
granted to the Scheme Participants by the Board | |
"Trustee(s)" | the trustee(s) engaged by the Company for the administration |
of the Scheme, which will hold the Target Shares for the | |
benefit of the participants of the Scheme subject to the terms | |
and conditions of the respective trust deeds between the | |
Company and the trustee(s) for the purpose of the Scheme | |
"Yonyou Up" | Yonyou Up Information Technology Co., Ltd. ( 用 友 優 普 信 |
息 技 術 有 限 公 司), a company established in the PRC with | |
limited liability on 25 February 2014, and a wholly-owned | |
subsidiary of the Parent |
On behalf of the Board
Chanjet Information Technology Company Limited
Wang Wenjing
Chairman
Beijing, the PRC
6 December 2019
As at the date of this announcement, the non-executive Directors are Mr. Wang Wenjing and Mr. Wu Zhengping; the executive Director is Mr. Yang Yuchun; and the independent non-executive Directors are Mr. Chen, Kevin Chien-wen, Mr. Lau, Chun Fai Douglas and Mr. Chen Shuning.
- For identification purposes only
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Chanjet Information Technology Co. Ltd. published this content on 06 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2019 09:25:04 UTC