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.
CHINA INNOVATION INVESTMENT LIMITED中國 創新投資 有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1217)
中國趨勢控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8171)
ENTERED INTO A COOPERATION FRAMEWORK AGREEMENT IN RELATION TO JOINT INVESTMENT IN NEW MEDIA PROJECT WITH TIANHE FUND
The Board is pleased to announce that on 17 August 2015 (after trading hour), China Innovation, China Trends and Tianhe Fund entered into a cooperation framework agreement in relation to joint investment in new media project.
Tianhe Fund is a private fund management company setup in ShenZhen PRC. Shenzhen Media Group, Fortune Link, Richland Equities, Hejun Capital are the shareholders of the company. The company interested in high growth non-listed enterprise and related outstanding enterprise which from outside and inside PRC. The company also invests in listed cultural and related enterprise or single cultural related project outside or inside PRC by way of subscribing non-open offer shares, signing share transfer agreement with shareholder of target companies etc.
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China Innovation is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited and mainly invest in low carbon four new industries "New Energy", "New Light", "New Materials", and "New Media" etc. "New Media" industry includes television media sector which the Company intends to corporate with the parties in this agreement on related projects.
China Trends Holdings Limited is a company listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited which fellow company are responsible for operating management, technical support and provision of media channel of interactive television consumption platform "Capital Platform". The Capital Platform includes TV channel, Shopping channel, Finance channel and Real Estate channel which provide members to enjoy the fully refund consumption on four channel.
1. China Innovation agree to jointly invest with Tianhe Fund (or invest independently) the new media projects recommended by Shenzhen Media Group which is the shareholder of Tianhe Fund;
2. If China Innovation can not make the investment by itself according to the actual situation, China Innovation will arrange China Innovation's fellow company to jointly invest with Tianhe Fund (or invest independently) in abovementioned projects;
3. China Trends agree to issue shares to acquire the following four new media projects which will be jointly invested by China Innovation and Tianhe Fund (or invest independently) according to the Hong Kong Listing Rules if the four new media projects meet the listing requirements of A stock but can not be listed:
1) Smart TV-based home entertainment terminal project;
2) Animation and game-based children entertainment project;
3) TV program distribution based network TV project; and
4) Terminal display based Internet advertising project.
4. China Innovation agree to arrange its fellow company to cooperate with Shenzhen
Media Group, and provide investment hedging tool to the investors of Tianhe Fund;
5. China Trends agree to arrange its subsidiaries to provide "Wealth Platform" interactive TV Platform to the abovementioned four projects in order to effectively promote products and services. The interactive TV Platform currently has over 20 million fixed users in PRC, and expect to have over 60 million fixed users and 160 million mobile users within coming three years.
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GENERAL MATTERSAll the terms and conditions of the formal agreement are subject to further negotiations between the parties, or may not lead to the entering into of the formal agreement. According to the Main Board and GEM Listing Rules, in the event that the transactions contemplated under the formal agreement materialize, China Innovation and China Trends will make further announcement in relation to the details of the transactions contemplated under the formal agreement as and when required by the corresponding Listing Rules. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expression shall have the following meanings:
"Framework
Agreement"
the frame work agreement date 17 August 2015 (after trading hours)
entered into between Tianhe Fund, China Innovation and China
Trends in relation to Satellite Mobile Internet Project
"Board" The Board of Directors of China Innovation and China Trends
"China
Innovation"
China Innovation Investment Limited, a company incorporated in the
Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange
"China Trends" China Trends Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM of the Stock Exchange
"Directors" the directors of China Innovation and China Trends, including independent non-executive directors
"GEM" Growth Enterprise Market of the Stock Exchange
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"GEM Listing
Rules"
the Rules Governing the Listing of Securities on GEM
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Tianhe Fund" Shenzhen Qianhai Tianhe Cultural Industries Fund Management Co., Ltd. , a private fund management company which setup in ShenZhen
PRC
"Main Board
Listing Rules"
the Rules Governing the Listing of Securities on Main Board
"PRC" the People's Republic of China, for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region of the People's Republic of China and Taiwan
"Shareholders" holder(s) of the Share(s) of China Innovation or China Trends
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By Order of the Board
Chairman and Chief Executive Officer
By Order of the Board China Trends Holdings Limited Xiang Xin
Chairman and Chief Executive Officer
Hong Kong, 17 August 2015
As at the date of this announcement, the executive Directors of China Innovation are Mr. Xiang Xin, Mr. Chan Cheong Yee, Mr. Li Zhou; the Non-executive Directors are Mr. Sun Kuan Chi, Mr. Jook Chun Kui Raymond, Mr. KUK Peter Z, Mr. WANG Wei and Mr. GE Ming; the Independent Non-executive Directors are Mr. David Wang Xin, Mr. Zang Hong Liang and Mr. Lee Wing Hang;
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Ms. Kung Ching is an alternate director to Mr. Xiang Xin and Mr. Chen Banyan is an alternate director to Mr. Li Zhou.
As at the date of this announcement, the executive Directors of China Trends Mr. Xiang Xin, Ms. Zhong Keying and Mr. WANG Jianjun; the non-executive Director is Mr. Sun Kuan Chi, Mr. KUK Peter Z, Mr. GE Ming, Mr. Wang Wei and Mr. Xin Luo Lin; the independent non-executive Directors are Mr. Zhang Zhan Liang, Ms. An Jing, Mr. Chen Yicheng and Mr. Kwai Sze Kit. Ms Kung Ching is an alternate director to Mr. Xiang Xin.
This announcement, for which the directors of the China Trends collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to China Trends. The directors of China Trends, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on GEM website on the "Latest Company Announcements" page for at least 7 days from the date of its posting and China Trends website at www.8171.com.hk.
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