Hisense Home Appliances : ▪ DISCLOSEABLE TRANSACTIONS-SUBS...

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HISENSE HOME APPLIANCES GROUP CO., LTD.

海信家電集團股份有限公司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00921)

DISCLOSEABLE TRANSACTIONS

SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS

At the fourth extraordinary meeting for the year 2018 held by the tenth session of the Directors on 26 November 2018 and the 2019 first extraordinary general meeting held on 23 January 2019, a resolution on entrusted wealth management of idle self-owned funds of the Company was considered and approved. Subject to the investment risk control by the Company and the principles of improving efficiency of the use of capital and increasing return on cash assets, the entrustment of idle self-owned funds of not more than RMB5,000,000,000 to commercial banks to conduct short-term and low-risk investment for wealth management was approved. The progress is now announced as follows:

Reference is made to the announcements of the Company dated 7 May 2018, 1 November 2018, 29 April 2019 and 9 May 2019 in respect of The 2018 SPD Bank First Wealth Management Agreement, The 2018 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank First Wealth Management Agreement, The 2019 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank Third Wealth Management Agreement, The 2019 SPD Bank Fourth Wealth Management Agreement and The 2019 SPD Bank Fifth Wealth Management Agreement, pursuant to which the Company and its non-wholly owned subsidiaries, Hisense (Beijing) Electric, Air-conditioner Marketing Company and Refrigerator Marketing Company, (as subscribers), subscribed for wealth management products in the aggregate subscription amount of RMB1,100,000,000 (equivalent to approximately HK$1,286,551,201.65Note 1) from the SPD Bank (as issuer).

The Board is pleased to announce that apart from The 2018 SPD Bank First Wealth Management Agreement, The 2018 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank

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First Wealth Management Agreement, The 2019 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank Third Wealth Management Agreement, The 2019 SPD Bank Fourth Wealth Management Agreement and The 2019 SPD Bank Fifth Wealth Management Agreement, on 16 May 2019, Refrigerator Marketing Company, the non-wholly owned subsidiary of the Company, entered into The 2019 SPD Bank Sixth Wealth Management Agreement to subscribe for The 2019 SPD Bank Sixth Wealth Management Product in the subscription amount of RMB200,000,000 (equivalent to approximately HK$232,969,900.29Note 2). The Group utilised its idle funds for the payment of the subscription amount under each of the Wealth Management Agreements.

The 2019 SPD Bank Sixth Wealth Management Agreement by itself does not constitute discloseable transaction of the Company under Rule 14.06 of the Listing Rules. However, pursuant to Rule 14.22 of the Listing Rules, the relevant subscription amounts under the Wealth Management Agreements will be aggregated. The relevant applicable percentage ratios (defined under the Listing Rules) of the transactions under the Wealth Management Agreements, on an aggregate basis, exceed 5% but are lower than 25%. Therefore, the transactions under the Wealth Management Agreements, on an aggregate basis, constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements under the Listing Rules.

At the fourth extraordinary meeting for the year 2018 held by the tenth session of the Directors on 26 November 2018 and the 2019 first extraordinary general meeting held on 23 January 2019, a resolution on entrusted wealth management of idle self-owned funds of the Company was considered and approved. Subject to the investment risk control by the Company and the principles of improving efficiency of the use of capital and increasing return on cash assets, the entrustment of idle self-owned funds of not more than RMB5,000,000,000 to commercial banks to conduct short-term and low-risk investment for wealth management was approved. The progress is now announced as follows:

Reference is made to the announcements of the Company dated 7 May 2018, 1 November 2018, 29 April 2019 and 9 May 2019 in respect of The 2018 SPD Bank First Wealth Management Agreement, The 2018 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank First Wealth Management Agreement, The 2019 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank Third Wealth Management Agreement, The 2019 SPD Bank Fourth Wealth Management Agreement and The 2019 SPD Bank Fifth Wealth Management Agreement, pursuant to which the Company and its non-wholly owned subsidiaries, Hisense (Beijing) Electric, Air-conditioner Marketing Company and Refrigerator Marketing Company, (as subscribers), subscribed for wealth management products in the aggregate subscription amount of RMB1,100,000,000 (equivalent to approximately HK$1,286,551,201.65Note 1) from the SPD Bank (as issuer).

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The Board is pleased to announce that apart from The 2018 SPD Bank First Wealth Management Agreement, The 2018 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank First Wealth Management Agreement, The 2019 SPD Bank Second Wealth Management Agreement, The 2019 SPD Bank Third Wealth Management Agreement, The 2019 SPD Bank Fourth Wealth Management Agreement and The 2019 SPD Bank Fifth Wealth Management Agreement, on 16 May 2019, Refrigerator Marketing Company, the non-wholly owned subsidiary of the Company, entered into The 2019 SPD Bank Sixth Wealth Management Agreement to subscribe for The 2019 SPD Bank Sixth Wealth Management Product in the subscription amount of RMB200,000,000 (equivalent to approximately HK$232,969,900.29Note 2). The Group utilised its idle funds for the payment of the subscription amount under each of the Wealth Management Agreements.

The 2019 SPD Bank Sixth Wealth Management Agreement

(1) Subscription date:

16 May 2019

(2)Name of product:"Wealth Bus Go No. 3" (財富班車進取 3 號).

(3) Parties:	(i) The SPD Bank as issuer; and
	(ii) Refrigerator Marketing Company as subscriber.
	To the best knowledge, information and belief of the
	Directors, the SPD Bank and its ultimate beneficial owners
	are not connected persons of the Company and are third
	parties independent of the Company and its connected
	persons.

(4)Type of product:Non-principal-guaranteed with floating return.

(5)	Risk rating of product:	Relatively low.
(6)	Principal amount of	RMB200,000,000
	subscription:	(equivalent to approximately HK$232,969,900.29Note 2).
(7)	Currency of subscription:	Renminbi.
(8)	Term of investment:	90 days.
(9)	Expected return rate	4.35%.

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per annum:

(10)Investment scope of the product:

The 2019 SPD Bank Sixth Wealth Management Product invests in cash, treasury bonds, local treasury bonds, central bank bills, policy financial bonds, credit bonds such as short-term financing bonds, medium-term notes, subordinated debt, enterprise bonds, corporate bonds, private placement of debt financing instruments, ABS, ABN and ABS subordinated bonds which are rated "AA" or above (rated "A-" (inclusive) or above in respect of credit bonds for which the SPD Bank is the lead underwriter), non-standardized debt assets which fulfill regulatory requirements such as repurchases, interbank lending, income receipts of securities dealers, preference shares, interbank deposits, currencies funds and credit assets, placement

scheme and trust scheme of securities dealers/funds/insurance companies, etc.

(11)Payment of return on principal upon maturity:

The principal and return will be deposited to Refrigerator Marketing Company's designated account on the maturity date if it is a Working Day, or on the following Working Day if the maturity date falls on a non-Working Day, in which case the term of investment will be extended accordingly.

(12) Right of early	The SPD Bank is entitled to early termination of The 2019
termination:	SPD Bank Sixth Wealth Management Product.

REASONS AND BENEFITS FOR THE SUBSCRIPTIONS

The approval procedures of the subscriptions of wealth management products by the Company are in compliance with the relevant requirements of "Management Measures for Conducting Entrusted Wealth Management Transactions". The subscriptions of the wealth management products are made from the idle self-owned funds of the Group and such utilisation of idle self-owned funds for entrusted wealth management is beneficial for enhancing efficiency of use of idle self-owned funds of the Group and would not affect the daily operation and the principal business development of the Group and will not adversely affect the interests of medium and small investors of the Company.

The Board considers that the subscriptions of the wealth management products are on normal commercial terms, fair and reasonable, and in the interests of the Company and Shareholders as a

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whole.

IMPLICATION OF THE LISTING RULES

The 2019 SPD Bank Sixth Wealth Management Agreement by itself does not constitute discloseable transaction of the Company under Rule 14.06 of the Listing Rules. However, pursuant to Rule 14.22 of the Listing Rules, the relevant subscription amounts under the Wealth Management Agreements will be aggregated. The relevant applicable percentage ratios (defined under the Listing Rules) of the transactions under the Wealth Management Agreements, on an aggregate basis, exceed 5% but are lower than 25%. Therefore, the transactions under the Wealth Management Agreements, on an aggregate basis, constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements under the Listing Rules.

INFORMATION OF THE COMPANY AND THE SPD BANK

The Company

The Company is principally engaged in the manufacture and sales of refrigerators and air-conditioners.

The SPD Bank

The SPD Bank is a licensed bank incorporated under the laws of the PRC. The principal businesses of the SPD Bank include the provision of corporate and retail services, capital operation, investment banking, assets management, trust and financial leasing as well as other financial services.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:

"Air-conditioner Marketing

Company"

"Board"

"Company"

Qingdao Hisense Air-conditioner Marketing Co., Ltd.* (青島海 信空調營銷股份有限公司), a subsidiary of the Company;

the board of directors of the Company;

Hisense Home Appliances Group Co., Ltd., a company incorporated in the PRC with limited liabilities, whose shares are listed on the main board of the Hong Kong Stock Exchange

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