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 the Cayman Islands with limited liability)

(Stock Code: 3393)

DISCLOSEABLE TRANSACTION

Reference is made to the announcement of the Company dated 12 January 2017 in relation to the Disclosed Capital Increase.

The Board announces that Wasion Information Technology, a subsidiary of the Company, has entered into five additional investment agreements with the Investors, pursuant to which, the Investors have agreed to contribute in aggregate RMB290.26 million to subscribe for RMB115.63 million of the registered capital of Wasion Information Technology, representing 26% of the enlarged equity interest of Wasion Information Technology.

Wasion Information Technology is a subsidiary of the Company which is principally engaged in the research and development, manufacture and sale of data collection terminals. Upon completion of the Capital Increase, together with the Disclosed Capital Increase, Wasion Information Technology will be held as to 65% by the Group, and will remain as a subsidiary of the Group.

The transactions contemplated under the Investment Agreements constitute a deemed disposal of the Company. As each of the Disclosed Capital Increase and the Capital Increase is related to Wasion Information Technology, the Capital Increase would need to be aggregated with the Disclosed Capital Increase pursuant to Rule 14.22 of the Listing Rules. As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Capital Increase, when aggregated with the Disclosed Capital Increase, is more than 5% but less than 25%, the Capital Increase constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

Reference is made to the announcement of the Company dated 12 January 2017 in relation to the Disclosed Capital Increase.

The Board announces that Wasion Information Technology, a subsidiary of the Company, has entered into five additional investment agreements with the Investors, pursuant to which, the Investors have agreed to contribute in aggregate RMB290.26 million to subscribe for RMB115.63 million of the registered capital of Wasion Information Technology.

THE CAPITAL INCREASE

(1) The First Investment Agreement

Date

13 January 2017

Parties to the First Investment Agreement

  1. Wasion Information Technology; and

  2. 安化縣瑞通企業管理諮詢中心(有限合伙) (Anhua County Ruitong Enterprise Management Consulting Centre LLP)

The First Investor is a limited liability partnership established in the PRC for holding the interests of certain management and employees of Wasion Information Technology in Wasion Information Technology. To the best knowledge of the Directors, the First Investor and its ultimate owners are not connected persons of the Company.

Amount of capital to be contributed under the First Investment Agreement

Pursuant to the terms of the First Investment Agreement, the First Investor will contribute RMB25.11 million to subscribe for RMB10.0 million of the registered capital of Wasion Information Technology, representing approximately 2.25% of the enlarged equity interest of Wasion Information Technology upon completion of the Capital Increase.

(2) The Second Investment Agreement

Date

13 January 2017

Parties to the Second Investment Agreement

  1. Wasion Information Technology; and

  2. 安化縣耀成企業管理諮詢中心(有限合伙) (Anhua County Yaocheng Enterprise Management Consulting Centre LLP).

The Second Investor is a limited liability partnership established in the PRC for holding the interests of certain management and employees of Wasion Information Technology in Wasion Information Technology. To the best knowledge of the Directors, the Second Investor and its ultimate owners are not connected persons of the Company.

Amount of capital to be contributed under the Second Investment Agreement

Pursuant to the terms of the Second Investment Agreement, the Second Investor will contribute RMB25.11 million to subscribe for RMB10.0 million of the registered capital of Wasion Information Technology, representing approximately 2.25% of the enlarged equity interest of Wasion Information Technology upon completion of the Capital Increase.

  1. The Third Investment Agreement

    Date

    13 January 2017

    Parties to the Third Investment Agreement

    1. Wasion Information Technology; and

    2. 安化縣明啟企業管理諮詢中心(有限合伙) (Anhua County Mingqi Enterprise Management Consulting Centre LLP).

      3. The Third Investor is a limited liability partnership established in the PRC for holding the interests of certain management and employees of Wasion Information Technology in Wasion Information Technology. To the best knowledge of the Directors, the Third Investor and its ultimate owners are not connected persons of the Company.

      Amount of capital to be contributed under the Third Investment Agreement

      Pursuant to the terms of the Third Investment Agreement, the Third Investor will contribute RMB25.11 million to subscribe for RMB10.0 million of the registered capital of Wasion Information Technology, representing approximately 2.25% of the enlarged equity interest of Wasion Information Technology upon completion of the Capital Increase.

    3. The Fourth Investment Agreement

      Date

      13 January 2017

      Parties to the Fourth Investment Agreement

      1. Wasion Information Technology; and

      2. 安化縣卓和企業管理諮詢中心(有限合伙) (Anhua County Zhuohe Enterprise Management Consulting Centre LLP).

        3. The Fourth Investor is a limited liability partnership established in the PRC for holding the interests of certain management and employees of Wasion Information Technology in Wasion Information Technology. To the best knowledge of the Directors, the Fourth Investor and its ultimate owners are not connected persons of the Company.

        Amount of capital to be contributed under the Fourth Investment Agreement

        Pursuant to the terms of the Fourth Investment Agreement, the Fourth Investor will contribute RMB25.11 million to subscribe for RMB10.0 million of the registered capital of Wasion Information Technology, representing approximately 2.25% of the enlarged equity interest of Wasion Information Technology upon completion of the Capital Increase.

      3. The Fifth Investment Agreement

        4. Date

        13 January 2017

        Parties to the Fifth Investment Agreement

        1. Wasion Information Technology; and

        2. 長沙朗佳企業管理諮詢合伙企業(有限合伙) (Changsha Langjia Enterprise Management Consulting LLP).

      Wasion Group Holdings Limited published this content on 18 January 2017 and is solely responsible for the information contained herein.
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