Huiyin Smart Community : PROPOSED SHARE CONSOLIDATION AND PROPOSED CHANGE OF COMPANY NAME

December 03, 2019 at 06:38 am EST

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.

HUIYIN SMART COMMUNITY CO., LTD.

匯銀智慧社區有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1280)

PROPOSED SHARE CONSOLIDATION

AND

PROPOSED CHANGE OF COMPANY NAME

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of US$0.001 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of US$0.02 each in the share capital of the Company.

PROPOSED CHANGE OF COMPANY NAME

The Board announces that the Company proposes to change its English name from "Huiyin Smart Community Co., Ltd." to "Qidian International Co., Ltd." and its dual foreign name in Chinese from "匯銀智慧社區有限公司" to "奇點國際有限公司".

GENERAL

An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation and the Change of Company Name. A circular containing, among other things, details of the Share Consolidation and the Change of Company Name, together with a notice convening the EGM and the related proxy form will be despatched to the Shareholders on or before Monday, 16 December 2019.

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PROPOSED SHARE CONSOLIDATION

Effect of the Share Consolidation

As at the date of this announcement, the authorised share capital of the Company is US$4,000,000.00 divided into 4,000,000,000 Existing Shares of US$0.001 each, of which 2,537,960,017 Existing Shares have been issued as fully paid or credited as fully paid. Assuming that no further Existing Shares are allotted, issued or repurchased between the date of this announcement and the date of the EGM, the authorised share capital of the Company will become US$4,000,000.00 divided into 200,000,000 Consolidated Shares of US$0.02 each, of which 126,898,000 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue immediately upon the Share Consolidation becoming effective.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation is not expected to alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled (details of which are set out in the paragraph headed "Fractional entitlement to Consolidated Shares" below).

Conditions of the Share Consolidation

The Share Consolidation will be subject to the following conditions:

the passing of an ordinary resolution by the Shareholders at the EGM approving the Share Consolidation;
the Listing Committee of the Stock Exchange granting approval to the listing of, and permission to deal in, the Consolidated Shares; and
the compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation.

The Share Consolidation will become effective on the next Business Day immediately following the fulfilment of the above conditions.

Listing Application

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares.

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Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares, upon the Share Consolidation becoming effective, will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal in is being or is proposed to be sought.

Board lot size

The Existing Shares are currently traded on the Stock Exchange in the board lot size of 2,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 2,000 Consolidated Shares.

Based on the closing price of HK$0.073 per Existing Share (equivalent to the theoretical closing price of HK$1.46 per Consolidated Share) as quoted on the Stock Exchange as at the date of this announcement, the market value of each board lot of the Existing Shares is HK$146 and the theoretical market value of each board lot of the Consolidated Shares, assuming the Share Consolidation had become effective, would be HK$2,920.

Fractional entitlement to Consolidated Shares

Any fractional Consolidated Shares arising from the Share Consolidation will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of existing share certificates held by such holder.

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Shareholders concerned about losing out any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant and/or other professional adviser and may wish to consider the possibility of buying or selling a sufficient number of Existing Shares to make up an entitlement to receive a whole number of Consolidated Shares.

Free exchange of share certificates

Subject to the Share Consolidation becoming effective, Shareholders may, on or after Tuesday, 7 January 2020 until Friday, 14 February 2020 (both days inclusive), submit the existing share certificates (in pink colour) for the Existing Shares to the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates (in sky blue colour) for the Consolidated Shares, on the basis of every twenty (20) Existing Shares for one (1) Consolidated Share without any fractional Consolidated Share. Thereafter, existing share certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 to the Registrar (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher. After 4:30 p.m. on Friday, 14 February 2020, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes. It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 business days after the submission of the existing share certificates to the Registrar for exchange.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company will appoint a securities firm as an agent to provide odd lot matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the arrangement relating to the matching service for odd lots will be set out in the circular to be despatched to the Shareholders. Shareholders with odd lot holdings of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is on a best efforts basis. Successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.

Adjustments in relation to other securities of the Company

As at the date of this announcement, there are outstanding Share Options for subscription of an aggregate of 32,880,000 Existing Shares under the Share Option

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Scheme. The Share Consolidation may lead to adjustments to the exercise price and/or the number of Consolidated Shares falling to be issued upon exercise of the outstanding Share Options pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules. The Company will make further announcement(s) on such adjustments as and when appropriate.

Save for the aforesaid, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be, as at the date of this announcement.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In addition, according to the "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Stock Exchange on 28 November 2008 and updated on 30 August 2019, taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000. In view of the recent trading price(s) of the Existing Shares and the value of each board lot of the Existing Shares being less than HK$2,000, the Board proposes to implement the Share Consolidation. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange and allow the value of each board lot to be increased to more than HK$2,000 and thereby complying with the above-mentioned trading requirements of the Stock Exchange.

In view of the prevailing trading price of the Existing Shares which is approaching the above mentioned threshold of extremities and the value per board lot being less than HK$2,000, the Board proposes to implement the Share Consolidation. The proposed Share Consolidation will increase the nominal value of the Shares and reduce the number of Shares currently in issue. It is expected to bring about a corresponding upward adjustment in the trading price per Consolidated Shares on the Stock Exchange and increase the trading value of each board lot to a reasonable level. It will also reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade. The Board believes that the higher trading price of the Consolidated Shares will enhance the Company's corporate image and therefore attract investors to invest in the Company which is beneficial to both the Company and the Shareholders.

Given the foregoing, the Company considers the proposed Share Consolidation is justifiable in light of the potential costs and to maintain compliance with the Listing Rules. Accordingly, the Directors consider that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

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As at the date of this announcement, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

EXPECTED TIMETABLE

The expected timetable for implementation of the Share Consolidation is set out below:

Despatch date of the circular with

notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or before Monday, 16 December 2019

Latest date and time for lodging transfers of the Existing Shares for attending and

voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 27 December 2019

Determining closure of register of members for the entitlements to attend and vote at

the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 30 December 2019 to Friday, 3 January 2020 (both days inclusive)

Latest date and time for lodging form of

proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 1 January 2020

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 3 January 2020

Publication of the announcement of poll

results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 January 2020

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation . . . . . . . . . . . . . Tuesday, 7 January 2020

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First day of free exchange of existing share
certificates for new share certificates for
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Tuesday, 7 January 2020

Dealing in the Consolidated Shares

commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,

7 January 2020

Original counter for trading in the Existing Shares in board lot of 2,000 Shares (in the form of existing share certificates)

temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 7 January 2020

Temporary counter for trading in the Consolidated Shares in board lot of 100 Consolidated Shares (in the form of

existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 7 January 2020

Original counter for trading in the Consolidated Shares in board lot of 2,000 Consolidated Shares (in the form of new

share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 21 January 2020

Parallel trading in the Consolidated Shares
(in the form of new share certificates in
board lot of 2,000 Consolidated Shares and
existing share certificates in board lot of
100 Consolidated Shares) commences . . . . . . . . . . . . . . . . . .	9:00 a.m. on Tuesday,
	21 January 2020

Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of

Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 21 January 2020

Temporary counter for trading in board lot of 100 Consolidated Shares (in the form of

existing share certificates) closes . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 12 February 2020

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Parallel trading in the Consolidated Shares (in the form of new share certificates in board lot of 2,000 Consolidated Shares and existing share certificates in board lot of

100 Consolidated Shares) ends . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 12 February 2020

Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of

Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 12 February 2020

Latest date and time for free exchange of existing share certificates for new share

certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 14 February 2020

All times and dates specified in the timetable above refer to Hong Kong times and dates. The timetable is indicative only and may be extended or varied. Any change to the expected timetable above will be announced by the Company as and when appropriate.

PROPOSED CHANGE OF COMPANY NAME

Conditions of the Proposed Change of Company Name

The Change of Company Name will be subject to the following conditions:

the passing of a special resolution by the Shareholders at the EGM approving the Change of Company Name; and
the approval being granted by the Registrar of Companies in the Cayman Islands for the Change of Company Name.

The relevant filing with the Registrar of Companies in the Cayman Islands will be made after the passing of the special resolution at the EGM. Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and dual foreign name in Chinese of the Company on

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the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the existing name and issues a certificate of incorporation on change of name. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Effects of the Proposed Change of Company Name

The Change of Company Name is not expected to affect any rights of the existing Shareholders nor the Company's daily business operation and its financial position. All the existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Change of Company Name becoming effective, continue to be evidence of title to such Shares and will continue to be valid for trading, settlement, registration and delivery of such Shares. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the new names of the Company. Upon the Change of Company Name becoming effective, all new share certificates will only be issued in the new English and dual foreign name in Chinese of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names for trading of the Shares on the Stock Exchange and the logo of the Company will also be changed after the Change of Company Name has become effective.

Reasons for the Change of Company Name

The Board is of the view that the Change of Name will better reflect the current business focus of the Group and its direction of future development. The Board considers that the proposed new English name and the dual foreign name in Chinese of the Company will provide the Group with a new corporate identity and image and enhance the Company's brand identity in the context of its future business development. Therefore, the Board believes that the Change of Name is in the best interests of the Company and the Shareholders as a whole.

GENERAL

The Company will make further announcement(s) to inform the Shareholders of, among others, the voting results of the EGM, the effective date of the Change of Company Name and the new English and Chinese stock short names of the Company under which the Shares will be traded on the Stock Exchange as and when appropriate.

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WARNING

Shareholders should take note that the Share Consolidation and the Change of Company Name are conditional upon satisfaction of the respective conditions set out above. Therefore, the Share Consolidation and/or the Change of Company Name may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"Board"	the board of Directors
"Business Day"	a day (other than Saturday, Sunday or public
	holiday) on which the Stock Exchange is open for
	trading and on which banks are open for business in
	Hong Kong
"CCASS"	the Central Clearing and Settlement System
	established and operated by HKSCC
"Change of Company	the proposed change of the English name of the
Name"	Company from "Huiyin Smart Community Co.,
	Ltd." to "Qidian International Co., Ltd." and its
	dual foreign name in Chinese from "匯銀智慧社區
	有限公司" to "奇點國際有限公司"
"Company"	Huiyin Smart Community Co., Ltd. (Stock Code:
	1280), a company incorporated in the Cayman
	Islands with limited liability, the shares of which is
	listed on the Main Board of the Stock Exchange
"Consolidated Share(s)"	ordinary share(s) of US$0.02 each in the share
	capital of the Company after the Share
	Consolidation becoming effective
"Director(s)"	the director(s) of the Company

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"EGM"	the extraordinary general meeting of the Company
	to be convened and held for the Shareholders to
	consider and, if thought fit, approve the Share
	Consolidation and the Change of Company Name
"Existing Share(s)"	ordinary share(s) of US$0.001 each in the existing
	share capital of the Company prior to the Share
	Consolidation becoming effective
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"HKSCC"	Hong Kong Securities Clearing Company Limited
"Hong Kong"	Hong Kong Special Administrative Region of the
	People's Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on
	the Stock Exchange (as amended from time to time)
"Registrar"	the share registrar and transfer office of the
	Company in Hong Kong, Tricor Investor Services
	Limited, the address of which is Level 54,
	Hopewell Centre, 183 Queen's Road East, Hong
	Kong
"Share Consolidation"	the proposed consolidation of every twenty (20)
	issued and unissued Existing Shares into one (1)
	Consolidated Share
"Share Option Scheme"	the share option scheme of the Company adopted
	on 5 March 2010
"Share Options"	outstanding share options granted under the Share
	Option Scheme
"Shareholder(s)"	registered holder(s) of the Existing Share(s) and/or
	the Consolidated Share(s), as the case may be
"Share(s)"	the Existing Share(s) or the Consolidated Share(s),
	as the content may require
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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"US$"	United States dollars, the lawful currency of the
	United States of America
	By order of the Board
	Huiyin Smart Community Co., Ltd.
	Yuan Li
	Chairman

Yangzhou, PRC, 3 December 2019

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Yuan Li, Mr. Xu Xinying, Mr. Xin Kexia and Ms. Liu Simei, one non-executive Director, namely Ms. Xu Honghong and three independent non-executive Directors, namely Mr. Zhao Jinyong, Mr. Chen Rui and Mr. Fung Tak Choi.

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Huiyin Smart Community Co. Ltd. published this content on 03 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2019 11:37:02 UTC

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1280

KYG464311052

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Huiyin Smart Community : PROPOSED SHARE CONSOLIDATION AND PROPOSED CHANGE OF COMPANY NAME

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