ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. 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.
中 關 村 科 技 租 賃 股 份 有 限 公 司
ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1601)
DISCLOSEABLE TRANSACTION
FINANCE LEASE TRANSACTIONS
FINANCE LEASE AGREEMENTS
The Board hereby announces that on September 14, 2020, the Company (as the Lessor) entered into the Finance Lease Agreement III with the Lessee, pursuant to which (i) the Lessee would sell its own assets namely, the Leased Assets III to the Lessor, at a transfer consideration of RMB33,000,000; and (ii) the Lessor would lease back the Leased Assets III to the Lessee for a term of 36 months with a total lease payment of RMB36,492,432, which under the Finance Lease Agreement III shall include a finance lease principal of RMB33,000,000 and a finance lease interest income (inclusive of VAT) of RMB3,492,432.
Within the past twelve months, on January 9, 2020 and June 12, 2020, the Company (as the Lessor) entered into the Finance Lease Agreement I and the Finance Lease Agreement II with the Lessee, pursuant to which (i) the Lessee would sell its own assets, namely, the Leased Assets I and the Leased Assets II, to the Lessor, at a transfer consideration of RMB28,000,000 and RMB10,000,000, respectively; and (ii) the Lessor would lease back the Leased Assets I and the Leased Assets II to the Lessee for a term of 36 months respectively with a total lease payment of RMB31,009,900, under the Finance Lease Agreement I which included a finance lease principal of RMB28,000,000 and a finance lease interest income (inclusive of VAT) of RMB3,009,900, and a total lease payment of RMB11,054,580, under the Finance Lease Agreement II which included a finance lease principal of RMB10,000,000 and a finance lease interest income (inclusive of VAT) of RMB1,054,580, respectively.
LISTING RULES IMPLICATIONS
As the transactions under the Finance Lease Agreements were entered into with the same party during the 12-month period, according to Rule 14.22 of the Listing Rules, the transactions thereunder shall be aggregated as a series of transactions. As the highest applicable percentage ratio under the Finance Lease Agreement III on a stand-alone basis is less than 5%, while the highest applicable percentage ratio upon aggregation of the Finance Lease Agreement III with the Finance Lease Agreement I and the Finance Lease Agreement II is higher than 5% but lower than 25%, therefore, the transactions thereunder constitute discloseable transactions of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
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BACKGROUND
Reference is made to the announcement of the Company dated June 12, 2020 in relation to the Finance Lease Agreement I and Finance Lease Agreement II.
The Board hereby announces that on September 14, 2020, the Company (as the Lessor) entered into the Finance Lease Agreement III with the Lessee, pursuant to which (i) the Lessee would sell its own assets namely, the Leased Assets III to the Lessor, at a transfer consideration of RMB33,000,000; and (ii) the Lessor would lease back the Leased Assets III to the Lessee for a term of 36 months with a total lease payment of RMB36,492,432, which under the Finance Lease Agreement III shall include a finance lease principal of RMB33,000,000 and a finance lease interest income (inclusive of VAT) of RMB3,492,432.
Within the past twelve months, on January 9, 2020 and June 12, 2020, the Company (as the Lessor) entered into the Finance Lease Agreement I and the Finance Lease Agreement II with the Lessee, pursuant to which (i) the Lessee would sell its own assets, namely, the Leased Assets I and the Leased Assets II, to the Lessor, at a transfer consideration of RMB28,000,000 and RMB10,000,000, respectively; and (ii) the Lessor would lease back the Leased Assets I and the Leased Assets II to the Lessee for a term of 36 months respectively with a total lease payment of RMB31,009,900, under the Finance Lease Agreement I which included a finance lease principal of RMB28,000,000 and a finance lease interest income (inclusive of VAT) of RMB3,009,900, and a total lease payment of RMB11,054,580, under the Finance Lease Agreement II which included a finance lease principal of RMB10,000,000 and a finance lease interest income (inclusive of VAT) of RMB1,054,580, respectively.
The table below sets out the details of the Finance Lease Agreements:
Finance lease | Net book | ||||||||||||
Expiry date of | Finance lease | interest income | value of | ||||||||||
Date of finance | financial lease | principal | (inclusive of | Security | Total lease | Leased Assets | |||||||
Finance Lease Agreement | lease agreement | agreement | amount | VAT) | deposits | payment | (Approx.) | ||||||
RMB | RMB | RMB | RMB | RMB | |||||||||
Finance Lease Agreement I | January 9, 2020 | January 8, 2023 | 28,000,000 | 3,009,900 | 2,240,000 | 31,009,900 | 35,703,287 | ||||||
Finance Lease Agreement II | June 12, 2020 | June 11, 2023 | 10,000,000 | 1,054,580 | 800,000 | 11,054,580 | 12,759,018 | ||||||
Finance Lease Agreement III | September 14, 2020 | September 13, 2023 | 33,000,000 | 3,492,432 | 3,300,000 | 36,492,432 | 45,586,900 | ||||||
Total | 71,000,000 | 7,556,912 | 6,340,000 | 78,556,912 | 94,049,205 | ||||||||
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FINANCE LEASE AGREEMENTS
The principal terms contained in each of the Finance Lease Agreements are substantially similar. Principal terms of the Finance Lease Agreements are as follows:
Parties | |
Lessor: | the Company |
Lessee: | a limited liability company established in the PRC, which is principally engaged in the |
provision of petroleum engineering technology development and services. |
To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the Lessee and its ultimate beneficial owners are all independent third parties of the Company and its connected persons (as defined in the Listing Rules).
Leased Assets
The Leased Assets I are oil well operation equipment with a net book value of approximately RMB35,703,287.
The Leased Assets II are petroleum service equipment with a net book value of approximately RMB12,759,018.
The Leased Assets III are petroleum engineering service equipment with a net book value of approximately RMB45,586,900.
The Lessee does not separately calculate the profits before and after tax of the Leased Assets. The transfer considerations for acquisition the Leased Assets under the Finance Lease Agreements will be funded by the Company's internal resources.
Lease Period
The lease period of each of the Finance Lease Agreements is 36 months.
Lease Payment and Method of Payment
Pursuant to the Finance Lease Agreements, the lease payment comprises finance lease principal and finance lease interest income (inclusive of VAT).
Under the Finance Lease Agreement I, the finance lease principal is RMB28,000,000, the finance lease interest income (inclusive of VAT) is RMB3,009,900 (calculated based on the interest rate of 6.35% per annum), the total lease payment is RMB31,009,900, the Lessee shall pay the lease payment to the Lessor at the end of each quarter in instalments in accordance with the Finance Lease Agreement I during the lease period.
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Under the Finance Lease Agreement II, the finance lease principal is RMB10,000,000, the finance lease interest income (inclusive of VAT) is RMB1,054,580 (calculated based on the interest rate of 6.25% per annum), the total lease payment is RMB11,054,580, and the Lessee shall pay the lease payment to the Lessor at the end of each quarter in instalments in accordance with the Finance Lease Agreement II during the lease period.
Under the Finance Lease Agreement III, the finance lease principal is RMB33,000,000, the finance lease interest income (inclusive of VAT) is RMB3,492,432 (calculated based on the interest rate of 6.30% per annum), the total lease payment is RMB36,492,432, and the Lessee shall pay the lease payment to the Lessor at the end of each quarter in instalments in accordance with the Finance Lease Agreement III during the lease period.
The terms of the Finance Lease Agreements, including transfer considerations for the Leased Assets, finance lease principals, finance lease interest incomes and other expenses under the Finance Lease Agreements, were determined upon arm's length negotiation between the Lessee and the Lessor with reference to net book values of the Leased Assets and prevailing market prices of the same category of finance lease products in the PRC.
Security Deposits
The Lessee agreed to pay the security deposits for the Finance Lease Agreement I, the Finance Lease Agreement II and the Finance Lease Agreement III of RMB2,240,000 (bearing nil interests), RMB800,000 (bearing nil interests) and RMB3,300,000 (bearing nil interests), respectively. When the last lease payment of the Finance Lease Agreements, the lease payment and other payables under the final payment will automatically be deducted from the deposits, and the Lessor will refund the Lessee the remaining amount (if any).
Ownership of the Leased Assets
During the lease period, the ownership of the Leased Assets shall be vested in the Lessor. If the Lessee has properly and fully performed all of its obligations under the Finance Lease Agreements, upon the expiry of the Finance Lease Agreements, the Lessor will transfer the Leased Assets I, the Leased Assets II and the Leased Assets III to the Lessee at the consideration of RMB100 in nominal value, respectively.
Guarantee
The legal representative and a director, who are both the ultimate beneficial owners, of the Lessee provide joint and several liabilities for the debts of the Lessee under the Finance Lease Agreements.
REASONS FOR AND BENEFITS OF ENTERING INTO THE FINANCE LEASE AGREEMENTS
The Company's principal activities are to provide finance leasing and advisory services to customers. The Finance Lease Agreements are entered into by the Company during its ordinary and usual course of business.
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The Directors consider that entering into the Finance Lease Agreements will generate revenue and profit to the Company over the lease period and is consistent with the Company's business development strategy. Since the Finance Lease Agreements were entered into under normal commercial terms, the Directors are of the view that the terms under the Finance Lease Agreements are fair and reasonable and are in the interests of the Company and its shareholders as a whole.
INFORMATION OF THE PARTIES
Information of the Company
The Company is a pioneer and a dedicated finance lease company in serving technology and new economy companies in China. As the sole finance lease platform under Zhongguancun Development Group Co., Ltd. ( 中關村發展集團股份有限公司), the Company offers efficient finance lease solutions and a variety of advisory services to satisfy technology and new economy companies' needs for financial services at different stages of their growth. The Company's finance lease solutions primarily take the form of direct lease and sale-and-leaseback. The Company also delivers a variety of advisory services, including policy advisory and management and business consulting, to help its customers achieve rapid growth.
Information of the Lessee
The Lessee is a limited liability company established in the PRC, which is principally engaged in the provision of petroleum engineering technology development and services.
LISTING RULES IMPLICATIONS
As the transactions under the Finance Lease Agreements were entered into with the same party during the 12-month period, according to Rule 14.22 of the Listing Rules, the transactions thereunder shall be aggregated as a series of transactions. As the highest applicable percentage ratio under the Finance Lease Agreement III on a stand-alone basis is less than 5%, while the highest applicable percentage ratio upon aggregation of the Finance Lease Agreement III with the Finance Lease Agreement I and the Finance Lease Agreement II is higher than 5% but lower than 25%, therefore, the transactions thereunder constitute discloseable transactions of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the following meanings:
"Board" | the board of directors of the Company |
"Company" | Zhongguancun Science-Tech Leasing Co., Ltd. ( 中 關 村 科 技 租 賃 股 |
份有限公司), a joint stock company incorporated under the laws of the | |
PRC with limited liability, the H shares of which are listed on the Stock | |
Exchange with stock code of 1601 | |
"Director(s)" | the director(s) of the Company |
"Finance Lease Agreements" | the Finance Lease Agreement I, the Finance Lease Agreement II and the |
Finance Lease Agreement III | |
"Finance Lease Agreement I" | the finance lease agreement entered into between the Lessor and Lessee |
on January 9, 2020 | |
"Finance Lease | the finance lease agreement entered into between the Lessor and Lessee |
Agreement II" | on June 12, 2020 |
"Finance Lease | the finance lease agreement entered into between the Lessor and Lessee |
Agreement III" | on September 14, 2020 |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"independent third party(ies)" | any individual or company not being the connected persons (as defined |
under the Listing Rules) of the Company, independent of the Company | |
and its connected persons (as defined under the Listing Rules) and not | |
connected with them | |
"Leased Assets" | Leased Assets I, Leased Assets II and Leased Assets III |
"Leased Assets I" | oil well operation equipment with a net book value of approximately |
RMB35,703,287 under the Finance Lease Agreement I | |
"Leased Assets II" | petroleum service equipment with a net book value of approximately |
RMB12,759,018 under the Finance Lease Agreement II | |
"Leased Assets III" | petroleum engineering service equipment with a net book value of |
approximately RMB45,586,900 under the Finance Lease Agreement III |
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"Lessee" | Beijing Yilong Hengye Oil Engineering Technical Co., Ltd.* (北京一龍 |
恆業石油工程技術有限公司), a limited liability company established | |
in the PRC, which is principally engaged in the provision of petroleum | |
engineering technology development and services. The ultimate | |
beneficial owners of this company are DING Fuqing* (丁福慶), LV | |
Lanshun* (呂蘭順), QIN Zhongli* (秦忠利), LIU Peng* (劉鵬), TAO | |
Liangjun* (陶良軍), PEI Cunming* (裴存民) and they are acting in | |
concert | |
"Lessor" | the Company |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"PRC" or "China" | the People's Republic of China, which, for the purpose of this |
announcement, excludes Hong Kong, the Macau Special Administrative | |
Region of the PRC and Taiwan | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"VAT" | value-added tax |
By order of the Board
Zhongguancun Science-Tech Leasing Co., Ltd.
DUAN Hongwei
Chairman
Beijing, the PRC, September 14, 2020
As at the date of this announcement, the Board comprises Mr. HE Rongfeng and Mr. HUANG Wen as executive Directors, Mr. DUAN Hongwei, Mr. LOU Yixiang, Mr. ZHANG Shuqing and Mr. LI Peng as non-executive Directors, and Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen as independent non-executive Directors.
- For identification purposes only.
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Zhongguancun Science Tech Leasing Co. Ltd. published this content on 14 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2020 12:59:03 UTC
