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Mr. Xiang Xin (Chairman and Chief Executive Officer)
Mr. Chan Cheong Yee
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. David Wang Xin
Mr. Zang Hong Liang
Mr. Lee Wing Hang
Ms. Kung Ching, alternate director to Mr. Xiang Xin
Mr. Kwok Ka Wai
Mr. Xiang Xin
Mr. Kwok Ka Wai
AUDIT COMMITTEE and REMUNERATION COMMITTEE
Mr. David Wang Xin (Chairman)
Mr. Zang Hong Liang
Mr. Lee Wing Hang
Mr. Xiang Xin (Chairman)
Mr. Zang Hong Liang
Mr. Lee Wing Hang
Hutchins Drive, P.O. Box 2681
Grand Cayman, KY1-1111
Hutchins Drive, P.O. Box 2681
Grand Cayman, KY1- 1111
香港上環德輔道西9 號26 樓
PRINCIPAL PLACE OF BUSINESS IN HONG KONG
26/F, No. 9 Des Voeux Road West, Sheung Wan, Hong Kong
Butterfield Fund Services (Cayman) Limited Butterfield House, 68 Fort Street
P.O. Box 705, George Town
Grand Cayman KY1-1107
PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE
Butterfield Fund Services (Cayman) Limited Butterfield House, 68 Fort Street
P.O. Box 705, George Town
Grand Cayman KY1-1107
英皇道 338 號華懋交易廣場 33 樓 3301–04 室
HONG KONG BRANCH SHARE REGISTRAR and TRANSFER OFFICE
Union Registrars Limited
33/F, Two Chinachem Exchange Square 338 King’s Road
China Everbright Securities (HK) Limited
ZHONGHUI ANDA CPA Limited
Bank of China (Hong Kong) Limited
China Everbright Securities (HK) Limited
The development of the Wealth Storm Platform is almost completed and has been in on-line pilot operation.
於二零一六年二月十二日，本公司向中國文化傳媒國際控股有限公司發出追索函件，要求於諒解備忘錄所訂明終止日期後三個工作日內向本公司全數退還誠意金 15,000,000 港元。於本報告日期，中國文化傳媒國際控股有限公司尚未退還誠意金 15,000,000 港元。
董事局建議以公開發售形式按認購價每股公開發售股份0.05港元向合資格股東發行4,267,192,876股公開發售股份（假設自[ 本公佈] 日期起直至記錄日期本公司不會發行或購回任何股份），藉以籌集約213,400,000港元（扣除開支前），基準為於記錄日期每持有兩(2) 股股份獲發一(1) 股公開發售股份。公開發售股份已於二零一六年六月二十一日（星期二）上午九時正開始於聯交所買賣。
On 12 February 2016, the Company has issued a recourse letter to China Culture Media International Holdings Limited requesting the Earnest Money of HK$15,000,000 should be totally refunded to the Company within three working days after the termination date stipulated in the memorandum of understanding. As at the date of this report, the earnest money of HK$15,000,000 has not yet refund from China Culture Media International Holdings Limited.
On 29 February 2016, the Company and Guotai investment entered into a priority investment agreement whereby Guotai investment has agreed to offer the Company priority to invest in any Guotai investment’s technology and financial service business on preferential conditions with consideration referenced to net asset value.
The Board proposed to raise approximately HK$213.4 million, before expenses, by issuing 4,267,192,876 Open Offer Shares (assuming no Shares to be issued or repurchased by the Company from the date of this announcement up to the Record Date) to the Qualifying Shareholders by way of the Open Offer, at the Subscription Price of HK$0.05 per Open Offer Share on the basis of one (1) Open Offer Share for every two (2) Shares held on the Record Date. Dealings in the Open Offer Shares on the Stock Exchange commenced from 9:00 a.m. on Tuesday, 21 June 2016.
As an integral part of its marketing plans for the Wealth Storm Platform, Boss Culture announced that each of the current employees and ultimate shareholders of all strategic partners who have a contractual relationship with Boss Culture, which include but not limited to the Company and China Trends Holdings Limited, will receive monthly “Wealth Storm” redemption coupons in accordance with his/her salary and the nominal value of his/her/its shareholding respectively (the “Welfare Plan”).
於二零一五年六月二十六日，博思文化、多達中國、廣遠中國與黃山新世界就有關互動電視平台的合作訂立框架協議。博思文化負責財富平台的開發、運營及維護工作，財富平台包括影視頻道、購物頻道、金融頻道及房產頻道，向會員提供四大頻道消費全返優惠模式, 會員以返還積分的形式進行換購；多達中國負責安排其客戶向財富平台提供房產頻道的产品，包括為人居、商業、產業及旅遊企提供租賃銷售服務；廣遠中國負責安排其客戶向財富平台提供積分換購的產品，包括「衣、食、住、行」四類消費積分換購套票；黃山新世界以市場價格七折銷售的方式，將包括文化區、度假區、商業區及人居區等之房源，獨家提供予財富平台之會員購買。同時，黃山新世界將按產生的銷售額的15%比例向多達中國支付服務費。廣遠星空（中國）有限公司 (「廣遠中國 」)，一家於中國設立之有限責任公司，是中國創新參與投資的項目公司。
於二零一五年十一月八日，本公司與中國文化傳媒國際控股有限公司訂立諒解備忘錄，內容有關四項涉及Suprerme Tycoon Limited、Max Zenith Limited、東陽春秋影視文化有限公司及溫州正栩影視製作有限公司部分股權之潛在收購或投資。
On 26 June 2015 , Boss Culture, Dooda China, Grand Far China and Huangshan New World entered into a framework agreement in relation to Interactive TV Platform corporative project.Boss Culture is responsible for the development, maintenance and operation of Wealth Platform which consists of TV channel, shopping channel, finance channel and real estate channel. Wealth Platform provides four channels to members with promotion mode of fully refund upon consumption. Members can redeem the points earned from promotion mode of fully refund upon consumption;Dooda China is responsible for arranging its customers to provide products to the real estate channel of Wealth Platform, which includes providing residential, commercial, industrial and tourism enterprise rental and sales service;Grand Far China is responsible for providing products to the shopping channel of Wealth Platform, including “clothing, food, housing and transportation” four types of points redemption packages;Huangshan New World makes an exclusive sales offer of the estate property, including culture zone, holiday zone, commercial zone and residential zone, to Dooda China with 70% of market price. Meanwhile, Huangshan New World will pay Dooda China 15% of the sales amount as service fee.Grand Far (China) Limited (“Grand Far China”), a PRC incorporated company registered as a limited liability company, which is the investment project company of China Innovation. Grand Far China is response for the business of points redemption of Wealth Platfo.
On 17 August 2015, the Company, China Trends & TianHe fund entered into a cooperation framework agreement for jointly invested in new media project. The company agreed with Tianhe Fund (or independent investment) jointly invest a new media projects which recommended by fund shareholder & Shenzhen Media Group.
On 17 August 2015, China Trends Holdings Limited, the Company and Shenzhen Qianhai Tianhe Culture Industries Fund Management CO., Ltd. Entered into a corporative framework agreement in relation to joint investment in new media project.
On 8 November 2015, the Company and China Culture Media International Holdings Limited entered into a memorandum of understanding in relation to four potential acquisitions or investments of the partly interest in Superme Tycoon Limited, Max Zenith Limited, Dongyang Spring Television Culture Company Limited and Wenzhou Is Xu Television Productions Limited.
On 22 February 2013, Zhenjiang New District Public Security Bureau has revoked the frozen of bank account balance approximately RMB5,060,000 million (equivalent to approximately over HK$6,300,000 and approximately HK$650,000. Blue Angel China has appointed China law firm to follow up related matters.
On 10 December 2013, the Company, China Trends Holdings Limited and Hughes Network Technology (Beijing) Limited entered into a cooperative framework agreement in relation to Satellite Mobile Internet Project which the Company is responsible for arranging manufacture terminal equipment on Satellite Mobile Internet Project within the Greater China.
本公司與王卓女士訂立有條件的轉讓協議，據此本公司已同意收購，而王卓女士已同意出售待售股份，總代價為人民幣 6,300 萬元，唯交易需受限於先決條件。於二零一二年八月二十九日，該協議的先決條件已達成，本公司同意向王卓女士收購待售股份。
待售股份之總代價為人民幣 6,300 萬元而本公司將以下列方式支付：(a)本公司以其持有的 Takenaka Industry Company Limited 之可換股債券，總價值人民幣 3,000 萬元為按金支付於王卓女士或其代理人; (b)本公司於完成時向王卓女士指定目標公司帳戶以現金支付人民幣 3,300 萬元。
The Board is pleased to announce that on 31 December 2011, the Company and China Baoan entered into a cooperative framework agreement, intend to invest in military industry and four new industries (new energy resources, new light resources, new materials, new media), make use their respective advantage, cooperate set up two equity investment funds in Mainland China. Two funds have a total scale of RMB 1 billion respectively, the initial scale is RMB 200 million. The fund can be set up after getting 50% of initial scale of capital contributions subscripted. Two funds will not be mandatory for China Baoan or the Company.
The Company entered into a conditional Transfer Agreement with Ms. Wang Zhuo pursuant to which the Company had agreed to acquire and Ms. Wang Zhuo had agreed to sell the Sale Share for a total consideration of RMB63,000,000, subject to precedent conditions. On 29 August 2012, the precedent conditions of the Transfer Agreement had been achieved. The Company agreed to acquire the Sale Share from Ms. Wang Zhuo.
The total consideration for the Sale Share was RMB63,000,000 and shall be settled by the Company in the following manner: (a) RMB30,000,000 shall be satisfied by the Company by paying convertible bonds of Takenaka Industry Company Limited held by the Company to Ms. Wang Zhuo or its agency as deposit; (b) the balance of RMB33,000,000 shall be payable in cash by the Company to the Target Company’s account assigned by Ms. Wang Zhuo at completion.
Following further negotiations, the Company and Ms. Wang Zhuo on 18 September 2012 entered into a supplemental agreement to vary the terms of the Transfer Agreement in respect of the Acquisition, (i) the Company and the Vendor agreed to turn the RMB30,000,000 convertible bonds deposit paid by the Company into 3,000 shares of the Sale Share; and (ii) the Company reserve the right to acquire the remaining 3,300 shares of the Sale Share from Ms. Wang Zhuo (or her heirs / beneficiaries) by RMB33,000,000 payable in cash within two years since the date of signing this supplemental agreement. The Company is not required to pay any premium to the Ms. Wang Zhuo in respect of the option, and the company has unilaterally right to exercise the option.
On 7 November 2012, the bank accounts of Blue Angel (China) Company Limited (“Blue Angel China”) are being frozen by China Jiangsu Province Zhenjiang New District Public Security Bureau. That causes a material adverse effect to Blue Angel China and its signed agreements. All business of Blue Angel China have been aborted. It also causes a great adverse impact to the goodwill of other investment projects invested by the Company. That lead to those cooperation framework agreements could not be executed or completed within the prescribed period.
截至二零一一年十二月三十一日止年度之收益為5,867,000 港元，較截至二零一零年十二月三十一日止年度之收益2,848,000 港元增加106%。收益增加的原因為利息收入增加。
二零一一年之年度虧損及本公司擁有人應佔虧損約為689,000 港元，而二零一零年之年度溢利及本公司擁有人應佔溢利則約為3,586,000 港元。本年度錄得虧損主要由於證券投資收益下降所致。
The Company announced the co-organization of "Boss China 123 II:sailing - City Skyline Project " with China Trends and China Technology Education Trust Association in Beijing Media Center Hotel.The project provides a series of solutions and security programs for the city’s transport, lighting, building and office systems, which are the renovation of electric city buses, LED lighting system, new low-carbon building materials and all-in-one computers respectively.With the full support of EPC development by the government, and the brand new spending behavior of “One paid, two returns” by end users,it is believed the construction of low-carbon city could be fulfilled.
2011 annual result financial review
Revenue for the year ended 31 December 2011 amounted to HK$5,867,000, representing a 106% increase when compared with the revenue of HK$2,848,000 for the year ended 31 December 2010. The increase was attributable to the increase in the interest income.
Loss for the year and attributable to owners of the Company in 2011 amounted to approximately HK$689,000, while the profit for the year and attributable to owners of the Company in 2010 amounted to approximately HK$3,586,000. The loss for the year was mainly due to the decrease in revenue from the investment in securities.
As at 31 December 2011, the Company held investments in four unlisted companies namely Topsun Creation, Aesthetic Vision, United Crown Century and Blue Angel (H.K.), which amounting to total cost and carrying values of HK$104,517,000 and HK$100,017,000 respectively. Correspondingly, the Company held shareholder loan in aforesaid unlisted companies in the amount of HK$112,296,000.
本公司與中國趨勢聯合宣佈，本公司透過於中國間接投資的多達創新( 中國)科技發展有限公司(「多達中國」)與中國趨勢附屬公司博思(中國)資訊系 統有限公司(「博思中國」)及TCL集團(A股代碼 ：000100)旗下惠州TCL光源科技有限公司(「惠州TCL」)簽訂戰略合作框架協議，三方計劃在LED節能產品的 研發，生產和市場推廣，特別是CEM模式等領域開展戰略合作，以達到互惠互利 、資源共用。
本公司進一步加大在太陽創建的投資，與China Seed訂立股份及股東貸 款轉讓協議，同意有條件地向China Seed收購及承讓太陽創建1,100股“B”股 股份及股東免息貸款27,500,000元人民幣，總代價為27,500,958元人民幣(或等值港元)，以壯大「新能源」業務，除涉足太陽能儲能電池外，同時擴大投資於太陽能光伏一體發電系統集成領域。
本公司旗下「新能源」投資旗艦-太陽創建，其名下公司太陽創建(中國 )能源科技有限公司(「太陽創建中國」)與鋰電池專家孫潤光博士、湯昊博士簽 約，在中國成立合資公司，註冊資本為50,000,000元人民幣，以生產及銷售鋰 電池正極材料，為太陽創建進一步拓展鋰電池的領域。
本集團訂立股權及股東貸款置換協議，同意有條件地以所持有150股A股 股份及2,250股B股股份之多達創新有限公司(「多達創新」)股權置換Joy China Group Limited(“Joy China”)所持有1,890股B唯美視界有限公司(「唯美視界」)股權。同時本集團將以多達創新之股東貸款金額為港幣51,352,252元置換 Joy China於唯美視界之股東貸款金額為港幣51,352,252元，以強化在「新光源 」範疇的實力。
The Company completed the transaction on purchasing 310 “B” shares of Topsun Creation.
The Company entered into the termination agreement with Kenon due to the uncertainty on the mode and terms of cooperation, as such, termination of the framework agreement for the time being will provide flexibility to the parties on seeking further cooperation while the reorganization of share capital in CGE is still being carried out by Kenon.
The Company entered into a supplement agreement with Topsun Creation regarding on the subscription agreement done in May last year, in which the Company will purchase 1,000 ”B” shares from Topsun Creation, and offer an interest-free loans of HK$17,260,000 to Topsun Creation. The transaction was then completed. After the subscription, the Company holds 1,310 “B” shares of Topsun Creation.
The Company and China Trends jointly announced that 多達創新(中國) 科技發展有限公司 (transliterated as Dooda Innovation (China) Technology Development Limited, “Dooda China”), an investment in the PRC made by China Innovation through Dooda Innovation Limited, 博思(中國)資訊系統有限公司 (transliterated as Boss (China) Information Systems Limited, “Boss China”), a PRC subsidiary of China Trends and 惠州TCL光源科技有限公司 (transliterated as Huizhou TCL Lighting Appliance Technology Limited, “Huizhou TCL”), a member of TCL Corporation (000100.SZ) entered into a stratregic cooperation framework agreement, to establish strategic cooperation on R&D, production, sales and distribution of energy-saving LED products under CEM business model to achieve the mutual benefits from sharing resources.
The Company and China Trends jointly announced that, China Innovation, China Trends and 中國東方數控公司 (transliterated as China Oriental Numerical Control Company Limited, “China Oriental Numerical Control”), a subsidiary of CNIGC, entered into a letter of intent to cooperate in areas such as running and marketing of CEM operation by applying numerical control system on solar electric cars.
The Company further increased the investment on Topsun Creation by entering into the transfer of shares and shareholder loan agreement with China Seed. The Company has conditionally agreed to purchase and acquire from China Seed 1,100 “B” shares of the issued share capital and shareholder loan with interest-free in the amount of RMB27,500,000 (or HK$ equivalent) of Topsun Creation for an aggregate consideration of RMB27,500,958 (or HK$ equivalent) with a view to strengthening the “New Energy” business. Apart for the new energy storage battery, the Company proposed to step into the solar power system integration.
The Company’s investment flagship on solar batteries, Topsun Creation, its subsidiary太陽創建(中國)能源科技有限公司 (transliterated as Topsun Creation (China) Energy Technology Limited, “Topsun Creation China”) has entered into a JV agreement with Dr. Sun Runguang and Dr. Tang Hao, the lithium battery experts, to form a joint venture in China at a registered capital of RMB$ 50,000,000, with a view to expanding the field of lithium batteries by production and sale of the materials for the positive electrode of lithium battery.
The Group entered into the Equity Interests and Shareholders’ Loan Swap Agreement, to swap the 150 A shares and 2,250 B shares it holds in the equity interests of Dooda Innovation Limited(“Dooda Innovation”) for the 1,890 B shares that Joy China Group Limited (“Joy China”) holds in the equity interests of Aesthetic Vision Limited(“Aesthetic Vision”). At the same time, the Group will swap the shareholders’ loan of Dooda Innovation amounted to HK$51,352,252 for the shareholders’ loan of Aesthetic Vision amounted to HK$51,352,252, in order to enhance the strength in “New Light Resources”.
本公司與Guard Max Limited(“Guard Max”)訂立股權轉讓協議，擬收 購多達創新有限公司(「多達創新」，前稱「中圖」)600股“B”股股份(佔60% 權益)，據此公司以發行價0.05港元發行800,000,000股代價股份，涉及金額 40,000,000港元。多達創新於香港註冊成立，在完成重組後，以LED新光源技術 應用為主要產品，以工業設計為核心，旨在改善軍事及民用產品人機環境、提高軍民兩用產品的人機品質。
本公司與China Seed International Limited(“China Seed”)訂立收 購協議，擬收購太陽創建有限公司(「太陽創建」) 310股“B”股股份，總代價 為20,000,000港元，將以發行價0.05港元發行400,000,000股代價股份支付。本 公司並與太陽創建訂立認購協議，擬按總代價10,000,000元人民幣(或等值港元 )向太陽創建認購250股太陽創建股份。太陽創建為一家在香港註冊成立之公司 ，重組完成後，將以新能源儲能電池為主要產品，並以高容量、全密封、免維修為特點。
本公司與建龍控股有限公司(「建龍控股」)訂立一項框架協議，據此， 本公司擬向建龍控股收購創意電子之大部份已發行股本(並撤回投票權)，總代價不超過23,000,000港元，預期將由本公司以可換股債券支付。創意電子為一家在香港註冊成立之有限公司，在國內全資持有創意銀河電機(深圳)有限公司 ，主要從事研發、生產、銷售各系列軍民兩用LED、LCD背光電源、內置電源等 光電製品、研發電子器件及提供相關技術服務。
本公司與多達創新訂立新股認購協議，並完成以10,000,000萬元人民幣 (或等值港元)認購多達創新150股“A”股股份。本公司持有多達創新150股“A ”股股份及600股“B”股股份，佔多達創新擴大股本後之65.2%權益。
多達創新向所有股東增發200股“A”股及1,650股“B”股股份，完成 認購新股後， 本公司持有多達創新150股“A”股及2,250股“B”股股份，佔多 達創新擴大股本後之80%權益。
The Company entered into the equity transfer agreement with Guard Max Limited (“Guard Max”), pursuant to which the Company has conditionally agreed to purchase 600 ”B” shares (60% of the issued share capital) of Dooda Innovation Limited (“Dooda Innovation”, formerly named Join Oriental) for an aggregate consideration of HK$40,000,000 to be satisfied by the issue of 800,000,000 consideration shares at an issue price of HK$0.05. Dooda Innovation was incorporated in Hong Kong, and engaged in the production of products applying the new LED lighting technology with a focus on industrial design in order to improve the human-machine interface and quality of civil and military dual-used products after reorganization.
The Company entered into the acquisition agreement with China Seed International Limited (“China Seed”), pursuant to which the Company has conditionally agreed to purchase 310 “B” shares of Topsun Creation Limited (“Topsun Creation”) for an aggregate consideration of HK$20,000,000 to be satisfied by the issue of 400,000,000 Consideration Shares at an issue price of HK$0.05. The Company also entered into a subscription agreement with Topsun Creation, pursuant to which the Company has conditionally agreed to subscribe from Topsun Creation 250 shares in the issued share capital of Topsun Creation for an aggregate consideration of RMB$10,000,000 which will be satisfied through bank transfer. Topsun Creation was incorporated in Hong Kong, with new energy batteries as its main products after reorganization. These batteries have the characteristics of high capacity, fully sealed and maintenance-free.
The Company entered into a framework agreement with Kenon Holdings Limited (“Kenon”) pursuant to which the Company intends to acquire a great portion of the issued share capital of C.G.E. (HK) Co., Limited (“CGE”) from Kenon, with the voting right to be withdrawn, at a consideration of not exceeding HK$23,000,000, which is currently expected to be satisfied by the issue of convertible bonds by the Company. CGE is a company incorporated in Hong Kong with limited liability and holds the entire equity interest in Creative Galaxy Electric (Shenzhen) Co., Ltd., a company established in the PRC. It mainly engages in research and development, production and sales of various series of the civil and military dual-application of LED and LCD backlight power supply, built-in power supply related optoelectronic products, electronic devices and provision of related technical services.
The Company completed the transaction on purchasing 60% of the issued share capital of Dooda Innovation (with voting rights withdrawn).
The Company entered into the new share subscription agreement with Dooda Innovation, and purchased 150 “A” shares at a consideration of RMB$10,000,000 (or HK$ equivalent). After the transaction, the Company holds 150 ”A” shares and 600 “B” shares of Dooda Innovation, accounting for 65.2% of the enlarged share capital of Dooda Innovation.
Dooda Innovation issued additional shares of 200 “A” shares and 1650 “B” shares, after the completion of the subscription of new shares, the Company holds 150 ”A” shares and 2,250 “B” shares of Dooda Innovation, accounting for 80% of the enlarged share capital of Dooda Innovation.
本公司與中國兵器工業集團(「中國兵器」)光電局訂立不具法律約束力 的諒解備忘錄，據此，本公司獲授優先權，向中國兵器於中國的兩個光電項目( 分別為LED照明項目上海大晨光電科技有限公司，「上海大晨」及太陽能電池項 目雲南天達光伏科技股份有限公司，「雲南天達」）作出投資。此外，本公司 亦獲授向北方光電整體股份制改造作出投資的優先權，以及為該項目引入策略投資者的權利。
本公司與思拓通訊科技控股有限公司(「思拓」，港股代碼：08171，現 更名為中國趨勢控股有限公司，「中國趨勢」)就軍民兩用光電行業之戰略合作 訂立不具法律約束力之諒解備忘錄。根據諒解備忘錄，本公司將根據其優先權 而投資於中國兵器的LED項目，以在製造、加工及開發LED光電產品以及相關軍 民兩用產品向思拓提供協助。思拓將向中國兵器之光電企業(主要從事製造LED 光電產品，且亦可能獲得中國創新投資)提供策略解決方案及海外分銷渠道。
本公司、思拓與中國兵器全資附屬企業南京北方信息產業集團有限公司 (「北方信息」)簽訂合作意向書，三方共同投資現由北方信息控股的南京北方 慧華光電有限公司(「北方慧華」)的股份制改造，重組後的北方慧華將繼續以軍民兩用電子信息產品為主要經營範圍，北方慧華並將更名為北方趨勢科技股份有限公司(暫定，以國家工商局批准為准)。
本公司與北京冠華榮信系統工程股份有限公司(「北京冠華榮信」)訂立 合作框架協議，以待若干條件達成後對北京冠華榮信作出投資。北京冠華榮信 是在中國註冊的軍民兩用型多媒體系統集成企業，已發展成一家業務涉及軍隊文宣系統及監控系統、廣播電視演播系統及網路設計、軟體研發、設備維修、 產品代理等企業，並具備滿足內地A股上市條件。
本公司與思拓宣布，中國兵器一家全資企業北京北方光電有限公司(「 北方光電」)、中國創新及思拓三方共同訂立合作框架協議，待北方光電股份改 制時，中國創新或思拓獲授優先權以入股北方光電不超過30%或不超過 30,000,000股股份;同時，中國創新及思拓同意把上海大晨、雲南天達及北方慧 華的投資優先權注入北方光電，以符合同業禁止原則。
The acquisition on Takenaka was completed.
The Company and CITIC Investment entered into an agreement to jointly establish the Steering Committee for co-investments in the military industry in the PRC under the strategic alliance formed by CITIC Investment and the Company for the purposes of identifying co- investment targets and facilitating the process of such investments through the guidance of the committee members.
The Company entered into a non-legally binding MOU with the Optoelectronic Bureau of 中國兵器工業集團公司 (China North Industries Group Corporation,“CNGC”), pursuant to which the Company has been granted the first right of refusal to invest in two optoelectronic projects under CNGC in the PRC, namely Shanghai Morning Optoelectronic Technology Limited (“SMOTL”), a LED lighting project and Yunnan Tianda Photovoltaic Co.Ltd. ( “Yunnan Tianda”), a solar cell project. In addition, the Company has also been granted a first right of refusal to invest in the projects of Northern Optoelectronic Capital Restructuring and a right to introduce strategic investor(s) for the said projects.
The Company and QUASAR Communication Technology Holdings Limited ( “QUASAR”, Stock Code: 8171.HK, now renamed as China Trends Holdings Limited, “China Trends”) entered into a non-legally binding MOU in respect of the strategic co-operation in the civil and military dual -use optoelectronic industry. Pursuant to the MOU, the Company will base on its first-right of refusal to invest in the LED Optoelectronic Project of CNGC to provide support to QUASAR on the manufacturing, assembling and development of LED optoelectronic products and related civil and military dual-use products. QUASAR will provide strategic solutions and overseas distribution channels to the CNGC’s optoelectronic enterprises, which are principally engaged in manufacturing of LED optoelectronic products and are also subject to potential investment by the Company.
The Company and QUASAR entered into a cooperation letter of intent with Nanjing North Information Industry Group Co., Ltd. (南京北方資訊 產業集團有限公司) (“NNII”), a wholly-owned subsidiary of CNGC, pursuant to which the three parties will make a joint investment in the share restructuring of Nanjing North Weihaw Optics Electronics Co., Ltd. (南京北方慧華光電有限公司 (“NNWO”) which is currently controlled by NNII. Upon completion of the restructuring, NNWO will continue to regard civil and military dual-use optoelectronic products as its principal scope of business, and will be renamed as 北方趨勢科技股份有限公司(North Trendy Science and Technology Co., Ltd.) (tentatively, subject to approval by the State Administration for Industry and Commerce).
As certain conditions under the agreement in principle within a period of six months have not been fulfilled and completed, the Company is working to explore different means of cooperation other than acquisition with the shareholder(s) of Beijing Heifeng Aviation. A further announcement will be made by the Company when there is further development.
The Company entered into the cooperation framework agreement with (Beijing Guanhua Glory AV System Integration Co., Ltd. (“Beijing Guanhua”), pursuant to which the Company shall invest in Beijing Guanhua subject to the fulfillment of certain conditions. Beijing Guanhua is a civil and military dual-use multi-media system integration enterprise registered in the PRC, and has developed into a diversified enterprise with businesses covering from military publication system and surveillance system, television broadcasting system and network design, research and development of software, repair and maintenance of equipments to product dealership etc. Following preliminary review, Beijing Guanhua satisfies the requirements to be listed as an A-Share in the PRC.
The Company and QUASAR announced that, China Opto-Electro Industries Co., Ltd (北京北方光電有限公司) (“COEI”), a wholly-owned subsidiary of CNGC, China Innovation and QUASAR entered into a cooperation framework agreement, pursuant to which China Innovation and QUASAR have been granted a first right of refusal to acquire not more than 30% equity interests or not more than 30,000,000shares in COEI under the capital restructuring of COEI. China Innovation and QUASAR have also agreed to contribute to COEI the first right of refusal to invest in SMOTL, Yunnan Tianda and NNWO to avoid potential competition.
The Company has engaged Beijing Xinghua Accounting Firm Co., Ltd. (北京興華會計師事務所) to conduct a due diligence on Beijing Guanhua. According to the result, the Directors believe that it is in the interest of the shareholders of the Company to invest in 北京冠華天視 數碼科技有限公司 (“北京冠華天視”), a subsidiary of Beijing Guanhua. Specific negotiation in connection with the possible investment in 北 京冠華天視 is currently underway between the Company and Beijing Guanhua. Announcement(s) will be made in respect of any further development.
本公司與美國花旗國際企業投資(亞洲)有限公司建立策略投資夥伴關係 ，雙方同意共同/聯合投資入股內地大中型企業的股份制改造，並承諾對這些大 中型股改項目的投資不設投資上限、只參股不控股、不干預企業日常運作，冀 通過戰略投資，提高企業的融資及對外合作能力，以及核心競爭力和國際知名度。本公司借助花旗雄厚的資金實力和國際影響力，擴大了公司的資金渠道和 行動範圍，同時透過花旗成熟的管理模式和豐富的投資經驗，爲共同投資行爲 進行指導。
本公司建議每持有一股股份可獲十股供股股份的供股方式，按認購價每股供股股份0.04港元發行不少於3,000,120,000股供股股份(假設於記錄日期或 之前尚未行使購股權及認股權證所附認購權不獲行使)，籌集資金不少於約 120,000,000港元(扣除開支前)或發行不超過3,838,992,000股供股股份(假設於記錄日期或之前悉數行使尚未行使購股權及認股權證所附認購權)，以籌集資金 不超過153,000,000港元(扣除開支前)，以提供資金參與中國國防及相關行業之 國有企業改革及重組之投資良機。
本公司與中國中信集團旗下之投資機構-中信投資控股有限公司(「中信 投資」)訂立合作備忘錄，共建中國策略投資聯盟。董事會相信，與中國中信集團共建策略聯盟，能夠協助消除本公司於投資中國軍工企業的潛在法律障礙， 而中國中信集團的強大資源及廣闊網絡將能擴闊本公司投資於相關行業的機會 。
本公司宣布供股結果，接獲(i)227份涉及暫定配發合共2,835,553,940 股供股股份之有效接納及(ii)2,555份涉及合共13,824,851,831股額外供股股份 之有效額外申請。2,835,553,940股暫定配發供股股份相當於供股股份總數約 78.0%， 而所申請之13,824,851,831股額外供股股份則相當於可供額外申請認 購之供股股份數目約17.3倍。
本公司與北京黑峰航空科技有限公司(「北京黑峰航空科技」)訂立框架 協議，本公司將待若干條件達成後對北京黑峰航空科技作出投資。北京黑峰航 空科技主要於中國從事軍用及民用無人駕駛飛機之研究、開發、製造及銷售業務。誠如北京黑峰航空科技表示，中國現為全球七大無人駕駛飛機製造國之一 。
本公司有條件同意購買一間於英屬維京群島註冊成立之公司Takenaka Investment Company Limited (「Takenaka Investment」)(i) 30%已發行股本 及(ii)股東貸款3,022,500美元(約等於23,575,500港元)，總代價為38,700,000 港元。Takenaka Investment為投資控股公司，其主要資產主要包括鎮江銅箔的 65%間接股權。鎮江銅箔為於中國成立的中外合營有限公司，主要從事製造及銷 售軍民二用銅箔原料。
The Company formed a strategic investment partnership with Citigroup Venture Capital International (“CVCI”, 花旗國際企業投資( 亞洲)有限公司). Both parties agreed to work together / co-invest in the shareholding system in large and medium enterprises in the PRC, and participate on these share-reforming projects without investment limit, control on stakes and interference in the daily operation of enterprises. The Company hopes to improve its financing and external collaboration capabilities, core competitiveness and international profile through the above strategic investment. With strong financial strength and international influence, Citigroup can help to expand the Company’s funding sources and scope of action; on the other hand the mature management and investment experience would also provide guidance for the joint venture.
The Company proposed to raise not less than approximately HK$120 million, before expenses by way of rights issue of not less than 3,000,120,000 rights shares (assuming no exercise of the subscription rights attaching to the outstanding options and the warrants on or before the record date) or not more than approximately HK$153 million before expenses by issuing not more than 3,838,992,000 Rights Shares (assuming the subscription rights attaching to the outstanding options and the warrants are exercised in full on or before the record date) at the subscription price of HK$0.04 per rights share in the proportion of 10 rights shares for every share held. The proceeds will be used to capture the good investment opportunity by participating in the reform and restructuring of these state-owned enterprises in the national defense and related industry in the PRC.
The Company entered into the co-operation memorandum with CITIC Investment Holdings Limited (“CITIC Investment”), the investment arm of CITIC Group, for the establishment of a strategic alliance in co-investment in the PRC. The Board believes that the establishment of a strategic alliance with CITIC Group would help eliminate potential legal barriers to the Company’s investment in the national defense and military industries in the PRC. The strong resources and extensive network of CITIC Group in the PRC will also broaden its opportunities in the relevant industries.
The Company announced the result of rights issue, where the Company received (i) 227 valid acceptances for provisional allotments of a total of 2,835,553,940 rights shares and (ii) 2,555 valid excess applications for a total of 13,824,851,831 excess rights shares. The 2,835,553,940 provisionally allotted rights shares represent approximately 78.0% of the total rights shares and the 13,824,851,831 excess rights shares applied for represent approximately 17.3 times the number of rights shares available for excess application.
The Company entered into the agreement in principle with Beijing Heifeng Aviation Science and Technology Co., Ltd. (“Beijing Heifeng Aviation”), pursuant to which the Company will invest in Beijing Heifeng Aviation subject to the fulfillment of certain conditions. Beijing Heifeng Aviation is principally engaged in the research, development, manufacturing and sale of unmanned aircrafts in the PRC for military and civil uses. As advised by Beijing Heifeng Aviation, the PRC is regarded as one of the seven largest unmanned aircraft manufacturing countries in the world.
The Company conditionally agreed to purchase (i) 30% of the issued share capital and (ii) the shareholders’ loan in the amount of US$3,022,500 (equivalent to approximately HK$23,575,500), of Takenaka Investment Company Limited (“Takenaka Investment”), a company incorporated in the British Virgin Islands, for an aggregate consideration of HK$38.70 million. Takenaka Investment is an investment holding company and its principal assets mainly comprises its 65% indirect equity interest in Zhengjiang Fujieda Copper Foil Company Limited (鎮江藤枝銅箔有限公司), a sino-foreign joint venture company established in the PRC with limited liability and principally engaged in the manufacture and sale of copper foil materials for both civil and military uses.
陳昌義先生，53歲，本公司執行董事，並為本公司執行委員會成員。陳先生持有理學學士學位，主修金融學。彼為證券及期貨條例項下之註冊及持牌人士，可進行證券交易、就證券提供意見、期貨合約交易及提供資產管理之受規管活動。陳先生現為中國光大證券（香港）有限公司之銷售董事及負責人員。陳先生從事金融及投資業務超過20年，直接涉足物色投資機會、進行盡職審查、執行估值、監察投資組合之表現以及提供投資及撤資之推薦意見。陳先生分別為主板上市公司中國投融資集團有限公司之執行董事，中國投資開發有限公司之執行董事，首都創投有限公司之執行董事，中國新經濟投資有限公司之執行董事，亦為創業板上市公司比高集團控股有限公司之執行董事和中國趨勢控股有限公司之執行董事。陳先生亦為倫敦證券交易所另類投資市場上市之投資公司Alpha Returns Group PLC之執行董事。陳先生於二零零三年六月加入本公司。
Mr. Xiang Xin (“Mr. Xiang”), aged 53, was chairman of the Board (“Chairman”), the chief executive officer (“Chief Executive Officer”) and executive director of the Company. Mr. Xiang has worked in a number of large organisations in the PRC and engaged in technology project management and corporate strategy research for a long time. Mr. Xiang also possesses many years of experience in project investment and information technology businesses. Mr. Xiang holds a bachelor’s degree in science and a master’s degree in engineering from Nanjing University of Science & Technology. Mr. Xiang is a chairman of China Technology Education Trust Association. Mr. Xiang is currently a chairman of the board, chief executive officer and an executive director of China Trends Holdings Limited (stock code: 8171), a company listed on the growth enterprise market of the Stock Exchange. Mr. Xiang joined the Company on 14 January 2003.
Mr. Chan Cheong Yee (“Mr. Chan”), aged 53, an executive director of the Company and is a member of the executive committee of the Company. Mr. Chan holds a bachelor degree of science majoring in finance and he is a registered and licensed person under the Securities and Futures Ordinance to carry on regulated activities in dealing in securities, advising on securities, dealing in futures contracts and undertaking asset management. Mr. Chan is currently the sales director and the responsible officer of China Everbright Securities (HK) Limited and has been in the financial and investment field for over 20 years. Mr. Chan is directly involved in identifying investment opportunities, conducting due diligence, performing valuation, monitoring performance of investment portfolios and providing investment and divestment recommendations. Mr. Chan is the executive director of China Investment and Finance Group Limited, executive director of China Investment Development Limited, executive director of Capital VC Limited, executive director of China New Economy Fund Limited, which are listed on the main board respectively, and also the executive director of Bingo Group Holdings Limited and China Trends Holdings Limited, which are listed on GEM board respectively. Mr. Chan is also an executive director of Alpha Returns Group PLC, an investment company listed on AIM of London Stock Exchange. Mr. Chan joined the Company in June 2003.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. David Wang Xin (“Mr. Wang”), aged 54, an independent non-executive Director of the Company and is a chairman of the audit committee and the remuneration committee of the Company. Mr. Wang is the founder and the president of Sun & Sun group of companies, a Singapore-based investment and consultancy group. Mr. Wang graduated with a bachelor’s degree in Mechanical Engineering in 1982 and a master’s degree in Business Administration in 1985. Mr. Wang has joined the Company in October 2002.
Mr. Zang Hong Liang (“Mr. Zang”), aged 49, an independent non-executive Director of the Company and is a member of the audit committee, the remuneration committee and the nomination committee of the Company. Mr. Zang is at present a partner of Global Law Office, a large law firm in the PRC. Mr. Zang graduated from the Faculty of Law of Xiamen University in 1991 and Postgraduate Institute of China University of Political and Law Science in 1994. Mr. Zang holds a bachelor degree in International Economic Law and a master degree in Commercial Law. Mr. Zang’s area of practice includes laws on commercial litigation, arbitration, investment and anti-dumping. Mr. Zang joined the Company in September 2004.
Mr. Lee Wing Hang (“Mr. Lee”), aged 48, an independent non-executive Director of the Company and a member of the audit committee and the remuneration committee of the Company. Mr. Lee is the founder of LWH & Co., Certified Public Accountants (Practising). Mr. Lee holds a bachelor degree in accountancy from Australia. Mr. Lee has over 20 years of experience in corporate finance, accounting, auditing and taxation sectors. Mr. Lee is a member of Hong Kong Institute of Certified Public Accountants and CPA Australia. Mr. Lee joined the Company in December 2006.
Ms. Kung Ching (“Ms. Kung”), aged 47, graduated from Nanjing University of Science and Technology and holds a MBA from the University of South Australia. Ms. Kung worked for large organisations in China, such as China National Defense Science and Technology Information Centre and CITIC International Cooperation Limited, engaged in technology management and economic management for many years. Ms. Kung is the spouse of Mr. Xiang, and is an alternate director to Mr. Xiang in China Trends Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong. Ms. Kung joined the Company on 8 October 2012.
中國創新投資有限公司(「中國創新」，港股代號為: 1217)於2002年2月7日在開曼群島註冊成立，並於2002年 8月28日在香港聯合交易所主板上市，股份代號為：1217，香港為數不多專注投資軍民融合行業之投資公司。
China Innovation Investment Limited (the “Company”, Stock Code: 1217) was incorporated in the Cayman Islands with limited liability on 7th February 2002, and listed on The Main Board of The Stock Exchange of Hong Kong Limited (the Stock Exchange) on 28 August 2002.
The Company is an investment holding company under Chapter 21 of the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange of Hong Kong Limited (the Listing Rules). Its principal investment objective is to achieve short and medium-term capital appreciation by investing in listed and unlisted companies mainly in Hong Kong and the PRC.
Leveraging on our experience and well-connected network in the Mainland market over years, the Company recently invested in high efficient storage batteries, new models of lighting products, eco-equipment materials and energy-saving media terminals respectively through its investment. With energy conservation as our development goal, our investments have achieved breakthroughs in realising the four new industries of “New Energy”, “New Light”, “New Materials” and “New Media” in real projects.
For “New Energy”, the Company invests in Topsun Creation Limited(“Topsun”). which adopts the advance storage technology as its own core to develop the strategy of “Production — Research — Preliminary Research”for the research and manufacturing of solar photovoltaic system. With features of high capacity, fully sealed and maintenance-free, the system is widely used in military equipment and civil vehicles as well as construction, etc.
For “New Light”, the Company invests in Aesthetic Vision Limited(“Aesthetic Vision”). Aesthetic Vision’s major product is LED lighting. It possesses of LED ergonomics technology with features including LED illuminant, appropriate light flux, free colour temperature, healthy spectrum and compliance to ergonomics..
For “New Materials”, the Company invests in United Crown Future Company Limited (“United Crown Future“). Being the pioneer in the new energy-saving eco-sheet industry in the PRC market, United Crown Future mainly specializes in the research and development of energy-saving eco-sheet materials for walls.
For “New Media”, the Company invests in Blue Angel (H.K.) Limited (“Blue Angel”), which mainly engages in producing and assembly of solar products with the use of solar energy and LED technologies, so as to develop a four new and completed industry chain and provide a one-stop production setting with synergy effect.
Being dedicated to outline a completed industry chain of four energy conservation, the Company is actively seeking more investment opportunities in new technologies like solar energy and LED, in order to build a greener low-carbon living.
The Company has adopted the following investment policies.
(a) the Company’s primary investment objective is to achieve medium-term capital appreciation by investing in listed and unlisted companies mainly in Hong Kong and the PRC (this means that at least 70% of the Company’s investments (if and when they are made) will be made in Hong Kong and the PRC). To a lesser extent, the Company may also invest in other countries should the Directors or the Investment Manager consider that such investments would provide attractive returns to the Company.
(b) investments will normally be made in the form of equity-related securities and debt instruments in listed and unlisted companies engaged in industries including (but not limited to) information technology, telecommunications, manufacturing, service, property, infrastructure, life science and environmental sectors to maintain a balance in the Company’s exposure to different industry sectors in order to minimize the impact on the Company in the event of any downturn in any particular sector;
(c) investments will normally be made in companies that have long been established in the respective fields which they operate in and in companies which the Board believes there to be prospects of long-term growth. In particular, the Company will seek to identify businesses or entities with profit growth potentials, strong management, high level of technical expertise and research and development capabilities as well as management who are committed to long-term growth. The Company may also invest in companies or other entities which are considered by the Board or the Investment Manager as being special or which are in recovery situations. The Board believes that the current market conditions offer various special and attractive investment opportunities;
(d) where possible, the Board or the Investment Manager would seek to identify investments where there will be synergy between the investments and the other investee companies in which the Company has invested and where co-operation between such companies would be of mutual benefit to each other;
(e) the Company’s investments are primarily intended to be held for medium to long term capital growth as well as for income streams of interests and dividends. Nevertheless, the Directors or the Investment Manager will from time to time realize investments where they believe that realisation would be in the best interests of the Company or where the terms of such realization are particularly favorable to the Company;
(f) the Company may seek borrowings to finance an investment provided that such borrowings when aggregated with the existing borrowings of the Company do not exceed 50% of the latest available Net Asset Value at the time the borrowing is made and the Company may charge or pledge its assets as security for borrowings;
(g) the Company may hedge against interest rate risks by entering into forward interest rate agreements, interest rates and bond futures contracts, interest rate swaps, and may purchase and write or sell, put or call options on interest rates and put or call options on futures on interest rates. The Company will only engage in transactions in options and futures which are traded on recognized securities or futures exchanges and for the purpose of hedging only. The Company has no intention to purchase, write or sell derivatives;
(h) the Company may not buy or sell commodities, commodity contracts or precious metals, except that it may purchase and sell futures contracts on stock indices and securities which are secured by commodities or precious metals;
(i) before suitable investment projects are identified, the Company may seek to protect the capital value of the Company’s cash assets by placing the same in bank deposits in any currency, bonds or treasury securities issued by the government of the United States or the government of Hong Kong, or their respective agencies or securities or other instruments denominated in any currency issued by various governments or international government agencies.
Investors should note that while it is the intention of the Company to invest its funds in accordance with the investment objectives and policies outlines above as far as practicable subject to market and other investment considerations, it may take some time before the funds of the Company are fully invested.
ACHIEVE SHORT AND MEDIUM-TERM CAPITAL APPRECIATION
BY INVESTING IN LISTED AND UNLISTED COMPANIES
“NEW ENERGY”, “NEW LIGHT”, “NEW MATERIALS” AND “NEW MEDIA”