CHINA OUTFITTERS 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.
(Stock code: 1146)
DISCLOSEABLE TRANSACTIONS
SUBSCRIPTION FOR WEALTH MANAGEMENT PRODUCTS
SUBSCRIPTION FOR WEALTH MANAGEMENT PRODUCTS
The Board announces that on 7 January 2020 and 26 February 2020, the Company used internal resources to subscribe for the Wealth Management Products offered by CMBI, summary of which are set out as follows:
CMBI Wealth Management Products
- the First Subscription for CMBI Wealth Management Product of RMB16.99 million subscribed on 7 January 2020; and
- the Second Subscription for CMBI Wealth Management Product of HK$100.0 (equivalent to RMB89.99 million) subscribed on 26 February 2020.
LISTING RULES IMPLICATIONS
Pursuant to Rule 14.07 of the Listing Rules, the First Subscription for CMBI Wealth Management Product does not constitute a notifiable transaction of the Company. However, as one of the applicable percentage ratios (defined under the Listing Rules) of the subscription amount of the Second Subscription for CMBI Wealth Management Product exceeds 5% but is less than 25%, the Second Subscription for CMBI Wealth Management Product constituted a discloseable transaction of the Company for the purposes of the Listing Rules.
In addition, pursuant to Rule 14.22 of the Listing Rules, given that both the First and Second Subscriptions for CMBI Wealth Management Products were made within a 12-month period with the same counterparty, CMBI, and they were still outstanding as at the date of this announcement, each of the outstanding subscription amounts with CMBI will be calculated in aggregate and one of the applicable percentage ratios exceeds 5% but is less than 25%. Therefore, both of the First and Second Subscriptions for CMBI Wealth Management Products constituted a discloseable transaction of the Company for the purposes of the Listing Rules and are subject to the reporting and announcement requirements under Rule 14.34 of the Listing Rules.
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SUBSCRIPTION FOR WEALTH MANAGEMENT PRODUCTS
The Board announces that on 7 January 2020 and 26 February 2020, the Company used internal resources to subscribe for the Wealth Management Products offered by CMBI, summary of which are set out as follows:
CMBI Wealth Management Products
- the First Subscription for CMBI Wealth Management Product of RMB16.99 million subscribed on 7 January 2020; and
- the Second Subscription for CMBI Wealth Management Product of HK$100.0 million (equivalent to RMB89.99 million) subscribed on 26 February 2020.
Principal terms of the Wealth Management Products are set out below:
The First Subscription for CMBI Wealth Management Product
Date of subscription: | 7 January 2020 |
Parties: | (1) the Company, as the subscriber; and |
(2) CMBI, as the issuer. | |
Name of the wealth | CNH 12 months Fixed Coupon Note - CICCFP |
management product: | |
Subscription amount: | RMB16.99 million |
Term of investment period: | From 7 January 2020 to 8 January 2021 |
Type of the product: | Principal not guaranteed with fixed return |
Investment portfolio: | The funds raised through this issue of wealth |
management product will be invested in fixed rate | |
notes | |
Expected rate of | 2.99% |
return per annum: | |
Early termination: | The Company does not have a right of early |
termination. |
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The Second Subscription for CMBI Wealth Management Product
Date of subscription: | 26 February 2020 |
Parties: | (1) the Company, as the subscriber; and |
(2) CMBI, as the issuer. | |
Name of the wealth | China Huarong International Holdings Limited credit |
management product: | linked notes due on 3 September 2020 issued by |
Huatai International Financial Products Limited | |
Subscription amount: | HK$100.0 million (equivalent to RMB89.99 million) |
Term of investment period: | From 26 February 2020 to 3 September 2020 |
Type of the product: | Principal not guaranteed with fixed return |
Investment portfolio: | The funds raised through this issue of wealth |
management product will be invested in the credit | |
linked notes | |
Expected rate of | 3.10% |
return per annum: | |
Early termination: | The Company does not have a right of early |
termination. |
REASONS AND BENEFITS FOR SUBSCRIBING FOR THE WEALTH MANAGEMENT PRODUCTS
In order to enhance the capital efficiency as well as the return from working capital, the Group reasonably utilises its idle capital to subscribe for wealth management products issued by the commercial banks and other financial institutions in the PRC and Hong Kong to earn additional income without affecting its normal operations. At the same time, wealth management products offer a better potential return to the Group when compared to the deposit interest rates normally offered by commercial banks in the PRC and Hong Kong. The condition of the Wealth Management Products has been closely and effectively monitored by the Company, and the Group has not experienced any losses on the Wealth Management Products up to and as at the date of this announcement.
The Directors are of the view that the subscriptions for the Wealth Management Products are determined on normal commercial terms and are fair and reasonable, and that the entering into of the agreements for subscriptions for the Wealth Management Products is in the interests of the Company and the Shareholders as a whole.
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INFORMATION ABOUT THE PARTIES
The Company
The Company is principally engaged in the business of design, manufacturing, marketing and sale of apparel products and accessories in the PRC, with a focus on menswear.
CMBI
To the best knowledge of the Directors, CMBI is a licensed corporation under the SFO for type 1 (dealing in securities) and type 4 (advising on securities) regulated activities as defined under the SFO.
To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, CMBI and its ultimate beneficial owners are independent third parties independent of the Company and its connected persons.
LISTING RULES IMPLICATIONS
Pursuant to Rule 14.07 of the Listing Rules, the First Subscription for CMBI Wealth Management Product does not constitute a notifiable transaction of the Company. However, as one of the applicable percentage ratios (defined under the Listing Rules) of the subscription amount of the Second Subscription for CMBI Wealth Management Product exceeds 5% but is less than 25%, the Second Subscription for CMBI Wealth Management Product constituted a discloseable transaction of the Company for the purposes of the Listing Rules.
In addition, pursuant to Rule 14.22 of the Listing Rules, given that both the First and Second Subscriptions for CMBI Wealth Management Products were made within a 12-month period with the same counterparty, CMBI, and they were still outstanding as at the date of this announcement, each of the outstanding subscription amounts with CMBI will be calculated in aggregate and one of the applicable percentage ratios exceeds 5% but is less than 25%. Therefore, both of the First and Second Subscriptions for CMBI Wealth Management Products constituted a discloseable transaction of the Company for the purposes of the Listing Rules and are subject to the reporting and announcement requirements under Rule 14.34 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings:
"Board" | the board of Directors of the Company |
"CMBI"CMB International Securities Limited, a company incorporated under the laws of Hong Kong and a licensed corporation under the SFO for type 1 (dealing in securities) and type 4 (advising on securities) regulated activities as defined under the SFO
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"Company"
"Director(s)"
"First Subscription for CMBI Wealth Management Product"
"Group"
"Hong Kong"
"HK$"
"Listing Rules"
"PRC"
"RMB"
"Second Subscription CMBI
Wealth Management
Product"
"SFO"
"Share(s)"
"Shareholder(s)" "Stock Exchange"
"Wealth Management Product(s)"
"%"
China Outfitters Holdings Limited, a company incorporated in the Cayman Islands which has its shares listed on the main board on the Stock Exchange
the director(s) of the Company
the wealth management product agreement entered into between the Company and CMBI on 7 January 2020 with the subscription amount of RM16.99 million
the Company and its subsidiaries
the Hong Kong Special Administrative Region of the PRC
Hong Kong Dollar, the lawful currency of Hong Kong
the Rules Governing the Listing of Securities on the Stock Exchange
the People's Republic of China
Renminbi, the lawful currency of PRC
the wealth management product agreement entered into between the Company and CMBI on 26 February 2020 with the subscription amount of HK$100.0 million
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented, or otherwise modified from time to time
ordinary share(s) in the capital of the Company
the shareholders of the Company
The Stock Exchange of Hong Kong Limited
CNH 12 months Fixed Coupon Note - CICCFP and China Huarong International Holdings Limited credit linked notes due on 3 September 2020 issued by Huatai International Financial Products Limited offered by CMBI
Percentage
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By Order of the Board
China Outfitters Holdings Limited
Zhang Yongli
Chairman
Shanghai, 27 February 2020
As at the date of this announcement, the executive Directors are Mr. Zhang Yongli, Mr. Sun David Lee and Ms. Huang Xiaoyun; the non-executive Director is Mr. Wang Wei; and the independent non-executive Directors are Mr. Kwong Wilson Wai Sun, Mr. Cui Yi and Mr. Yeung Chi Wai.
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Disclaimer
China Outfitters Holdings Ltd. published this content on 27 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2020 11:12:21 UTC
