Hong Kong Exchanges and Clearing Limited and The Stock Exchange... take no responsibility for the contents of this announcement, make...

Hong Kong Exchanges and Clearing Limited and The Stock Exchange... take no responsibility for the contents of this announcement, make...

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.
R2.19
R19.58(1)
This announcement appears for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for the securities of the Company.
R19.59(4)
R17.52A
China Innovationpay Group Limited
中國創新支付集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8083)
SHARE TRANSACTION –
INVESTMENT IN BEIJING ONECOMM
TECHNOLOGY COMPANY LIMITED
THE CAPITAL CONTRIBUTION AGREEMENT
On 10 October 2014, Beijing TTSB (a wholly-owned subsidiary of the Company), the
Target Company and the Existing Shareholders has entered into the Capital Contribution
Agreement pursuant to which Beijing TTSB has conditionally agreed to invest
RMB8,000,000 (equivalent to approximately HK$10,094,764) in the registered capital of
the Target Company.
Upon Completion, the Target Company will become a 51% subsidiary of the Group on the
basis that the Group controls the majority of the composition of the board of directors of
the Target Company.
THE INCENTIVE AGREEMENT
On 10 October 2014, the Company and Mr. Sun has entered into the Incentive Agreement
pursuant to which the Company shall reward Mr. Sun with aggregate amount not exceeding
RMB25,750,000 (equivalent to approximately HK$32,492,523) based on the level of Net
Profit for the six months ending 31 December 2014 and each of the two years ending 31
December 2016, by way of issue and allotment of Incentive Shares.
–1–
GEM LISTING RULES IMPLICATION
As the Incentive Agreement is conditional upon the Completion of the Capital
Contribution Agreement, the Transactions are aggregated as if they were one transaction.
As the applicable percentage ratios in respect of the Transactions are less than 5% and
the Incentive Agreement involves the issue of the Incentive Shares, the entering into
of the Capital Contribution Agreement and the Incentive Agreement constitute a share
transaction under the GEM Listing Rules for the Company and are subject to reporting
and announcement requirements but exempt from the independent shareholders’ approval
requirement under the GEM Listing Rules.
The Board is pleased to announce that on 10 October 2014, Beijing TTSB (a wholly-owned
subsidiary of the Company), the Target Company and the Existing Shareholders has entered
into the Capital Contribution Agreement pursuant to which Beijing TTSB conditionally agreed
to invest RMB8,000,000 (equivalent to approximately HK$10,094,764) in the registered
capital of the Target Company by way of cash. Upon Completion, Beijing TTSB shall be
entitled to 51% of (i) the voting right at general meetings of the Target Company, (ii) the total
amount of dividend distributed by the Target Company; and (iii) the remaining assets of the
Target Company upon liquidation.
On 10 October 2014, the Company and Mr. Sun has entered into the Incentive Agreement
pursuant to which the Company shall conditionally reward Mr. Sun with aggregate amount not
exceeding RMB25,750,000 (equivalent to approximately HK$32,492,523) based on the level
of Net Profit for six months ending 31 December 2014 and each of the two years ending 31
December 2016, by way of issue and allotment of the Incentive Shares.
Set out below is the principal terms of the Capital Contribution Agreement and the Incentive
Agreement:
THE CAPITAL CONTRIBUTION AGREEMENT
Date
10 October 2014
R19.58(4)
Parties
(i) Beijing TTSB, a wholly-owned subsidiary of the Company;
(ii) the Target Company; and
(iii) the Existing Shareholders
To the best of the Directors’ knowledge, information and belief having made all reasonable
enquiries, save for Mr. Sun (one of the Existing Shareholders) being a party to the Incentive
Agreement, the Target Company, the Existing Shareholders and their respective ultimate
beneficial owners are Independent Third Parties.
–2–
R19.58(4)
Capital Contribution
R19.58(5)
Beijing TTSB conditionally agreed to invest RMB8,000,000 (equivalent to approximately
HK$10,094,764) by way of cash to the paid-in capital account of the Target Company.
Payment terms
R19.58(5)
Payment of the Capital Contribution shall be made in cash in one lump sum within 30
Business Days after all the conditions precedent of the Capital Contribution Agreement having
been satisfied.
Composition of the board of directors
As at the date of this announcement, the board of directors of the Target Company consists of
three directors.
Upon Completion, the board of directors of the Target Company shall comprise of five
directors, three of whom shall be nominated by Beijing TTSB, while the remaining two
directors shall be jointly nominated by the Existing Shareholders.
Voting rights, dividend distribution and rights upon liquidation
Upon Completion, Beijing TTSB shall be entitled to 51% of (i) the voting right at general
meetings of the Target Company; (ii) the total amount of dividend distributed by the Target
Company; and (iii) the remaining assets of the Target Company upon liquidation.
Conditions Precedent
The Capital Contribution Agreement will become effective upon fulfillment of the following
conditions:
(i)
the Group is satisfied with the results of the due diligence on the Target Company;
(ii)
the Target Company has amended the articles of association of the Target Company
in accordance with the terms of the Capital Contribution Agreement and has obtained
the approval from the shareholders of the Target Company in this regard, and that such
amendment and shareholders’ approval have been recognised by the Company;
(iii) the obtaining of the pre-approval of the Capital Contribution Agreement from the
regulatory authorities including the State Administration for Industry and Commerce
of the PRC (where necessary), and the consent and approval from the Target Company
(including its board of directors and shareholders) and any other relevant third party(ies);
(iv) Mr. Sun having completed the transfers of the titles of Patent Applications to the Target
Company at nil consideration; and
(v)
Mr. Sun having completed the transfers of the title of Appearance Design Patents to the
Target Company at nil consideration.
–3–
If the above conditions are not fulfilled on or before 31 January 2015 (or such later date as the
parties to the Capital Contribution Agreement may agree in writing), the Capital Contribution
Agreement shall not become effective, and that Beijing TTSB shall not have to bear, and the
parties other than Beijing TTSB shall not claim Beijing TTSB, for any losses or liabilities of
the other parties under the Capital Contribution Agreement.
Completion
Completion shall take place on the date on which the full payment of the Capital Contribution
has been made by Beijing TTSB to the Target Company in accordance with the terms of
the Capital Contribution Agreement, which shall be within 30 Business Days after all the
conditions precedent of the Capital Contribution Agreement having been satisfied.
USE OF PROCEEDS FROM CAPITAL CONTRIBUTION
The Capital Contribution made by Beijing TTSB will be used as general working capital of
Target Company.
Upon Completion, the Target Company will become a 51%-owned subsidiary of the Group
on the basis that the Group controls the majority of the composition of the board of directors
of the Target Company. Thus, the financial statements of the Target Company will be
consolidated to the financial statements of the Group.
BASIS FOR THE DETERMINATION OF THE CAPITAL CONTRIBUTION
R19.58(6)
The amount of Capital Contribution was determined after arm’s length negotiations among the
parties to the Capital Contribution Agreement with reference to, among others, (i) the business
development and prospects of the Target Company; and (ii) the reasons for the Capital
Contribution and Incentive as mentioned in the section headed “Reasons for and benefits of
the Transactions” below.
The Group intends to finance the Capital Contribution by its internal resources.
R19.58(5)
THE INCENTIVE AGREEMENT
Date
10 October 2014
R19.58(4)
Parties
(i)
(ii)
the Company; and
Mr. Sun, one of the Existing Shareholders
To the best of the Directors’ knowledge, information and belief having made all reasonable
enquiries, save for being a party to the Capital Contribution Agreement, Mr. Sun is
Independent Third Party.
–4–
R19.58(4)
Effective Period
The Incentive Agreement will become effective from the date of Completion until 31
December 2016 or the date when all the Incentive Shares has been duly allotted and issued to
Mr. Sun, whichever is earlier.
Incentive Shares
R19.58(5)
The Company shall the reward Mr. Sun with aggregate amount not exceeding the Maximum
Incentive of RMB25,750,000 (equivalent to approximately HK$32,492,523) based on the level
of Net Profit for each of the following period/year, by way of issue and allotment of Incentive
Shares, in the following manner:
For the six months ending 31 December 2014
If the Net Profit 2H14 is more than or equal to RMB3,000,000 (“NP2H14>=3m”), the
Company will allot and issue such number of the Incentive Shares of an amount equivalent to
RMB5,000,000 to Mr. Sun.
For the avoidance of doubt, if the Net Profit 2H14 is less than RMB3,000,000
(“NP2H14<3m”), no Incentive Shares will be issued to Mr. Sun for year 2014.
For the financial year ending 31 December 2015
Set out below shows the amount of Incentive payable to Mr. Sun based on the Net Profit 2015:
(i)
zero if the Net Profit 2015 is less than RMB3,000,000 (“NP2015<3m”); or
(ii)
RMB5,187,500 if the Net Profit 2015 is greater than or equal to RMB3,000,000 but less
than RMB5,000,000 (“NP2015[3m,5m)”); or
(iii) RMB10,375,000 if the Net Profit 2015 is greater than or equal to RMB5,000,000 but less
than RMB7,000,000 (“NP2015[5m,7m)”); or
(iv) RMB15,562,500 if the Net Profit 2015 is greater than or equal to RMB7,000,000 but less
than RMB9,000,000 (“NP2015[7m,9m)”); or
(v)
the remaining balance of the Maximum Incentive if the Net Profit 2015 is greater than or
equal to RMB9,000,000 (“NP2015>=9m”).
For the financial year ending 31 December 2016
If the Net Profit 2016 is more than or equal to RMB20,000,000 (“NP2016>=20m”), the
remaining balance of the Maximum Incentive will be payable by the Company to Mr. Sun;
otherwise, if the Net Profit 2016 is less than RMB20,000,000 (“NP2016<20m”), no Incentive
Shares will be allotted and issued to Mr. Sun for the year 2016.
–5–
Set out below is the summary of the amount of the Incentive and the equivalent number of
Incentive Shares to be allotted and issued to Mr. Sun based on the level of Net Profit:
Amount of Incentive
(RMB)
Number of Incentive
Shares to be issued
NP2H14<3m
Zero
Zero
NP2H14>=3m
5,000,000
8,006,634
Zero
Zero
NP2015[3m,5m)
5,187,500
8,306,883
NP2015[5m,7m)
10,375,000
16,613,766
NP2015[7m,9m)
15,562,500
24,920,649
Remaining balance of
Maximum Incentive
Remaining balance of
41,234,166 Incentive
Shares
NP2016<20m
zero
zero
NP2016>=20m
Remaining balance of the
Maximum Incentive
Remaining balance of
41,234,166 Incentive
Shares
Net Profit
Net Profit 2H14
Net Profit 2015
NP2015<3m
NP2015>=9m
Net Profit 2016
The issue of the Incentive Shares by the Company based on the level of Net Profit during the
six months ending 31 December 2014 and each of the two financial years ending 31 December
2016 shall be made within 30 days upon the auditors have produced the relevant audited
financial statements of the Target Company. The audit of the financial statements of the
Target Company shall be performed by the auditors appointed by the Company and prepared
in accordance with the accounting standards promulgated by the Ministry of Finance of the
PRC.
–6–
Set out below are all possible combinations of the total Incentive payable to Mr. Sun:
If Net Profit 2H14 is less than RMB3,000,000 (i.e.NP2H14<3m):
(RMB)
Net Profit 2015
Net Profit 2016
NP2016<20m
NP2016>=20m
0
25,750,000
NP2015[3m,5m)
5,187,500
25,750,000
NP2015[5m,7m)
10,375,000
25,750,000
NP2015[7m,9m)
15,562,500
25,750,000
NP2015>=9m (Note)
25,750,000
25,750,000
NP2015<3m
If Net Profit 2H14 is more than or equal to RMB3,000,000 (i.e. NP2H14>=3m):
(RMB)
Net Profit 2015
Net Profit 2016
NP2016<20m
NP2016>=20m
NP2015<3m
5,000,000
25,750,000
NP2015[3m,5m)
10,187,500
25,750,000
NP2015[5m,7m)
15,375,000
25,750,000
NP2015[7m,9m)
20,562,500
25,750,000
NP2015>=9m (Note)
25,750,000
25,750,000
Note: The remaining balance of the Maximum Incentive of RMB25,750,000 will be payable in full to Mr. Sun
by the Company by way of allotment and issue of the Incentive Shares within 30 days upon the auditors
have produced the relevant audited financial statements of the Target Company for the year ending 31
December 2015, and that no Incentive will be made payable to Mr. Sun by the Company pursuant to the
Incentive Agreement irrespective of the level of the Net Profit for the year ending 31 December 2016.
The issue price for each Incentive Share is HK$0.788 (“Issue Price”) which is equivalent
to the average daily closing price per Share as quoted on the Stock Exchange for the last
30 consecutive trading days immediately preceding the date of Incentive Agreement. The
number of the Incentive Shares to be allotted and issued to Mr. Sun upon achieving the Net
Profit level in each of the relevant period or financial year will be calculated by converting
the relevant amount of the Incentive denominated in RMB to HK$ using the median exchange
rate as quoted on the website of the People’s Bank of China on the date of the Incentive
Agreement and then divided by the Issue Price. For the avoidance of doubt, the number of
Incentive Shares to be issued and allotted to Mr. Sun shall be the number so calculated being
rounded down to the nearest whole number and any remaining Incentive will not be payable to
Mr. Sun in cash or any other form.
–7–
Maximum number of Incentive Shares
R19.58(5)
The maximum number of the Incentive Shares to be issued to Mr. Sun by the Company is
41,234,166 Incentive Shares, representing approximately (i) 0.77% of the issued share capital
of the Company as at the date of this announcement; and (ii) 0.76% of the Company’s issued
share capital as enlarged by the issue of the maximum number of the Incentive Shares.
R19.59(1)
The Incentive Shares, when allotted and issued, will rank pari passu in all respects with the
existing Shares in issue.
General Mandate
The Incentive Shares will be allotted and issued under the General Mandate subject to the
limit of 1,011,452,291 Shares (representing approximately 20% of the aggregate nominal
amount of the share capital of the Company in issue as at the date of the AGM). As at the date
of this announcement, the General Mandate has not been previously utilized.
Conditions Precedent
The Incentive Agreement will become effective upon fulfillment of the following conditions:
(i)
Completion of the Capital Contribution Agreement in accordance with its terms and
conditions;
(ii)
the Listing Committee having granted the listing of and the permission to deal in the
Incentive Shares;
(iii) the Target Company and Mr. Sun having duly executed an employment agreement
in respect of the Target Company employing Mr. Sun as an employee of the Target
Company with the employment period expiring no earlier than all the Incentive Shares
having duly allotted and issued to Mr. Sun in accordance with the terms and conditions
of the Incentive Agreement.
If the above conditions are not fulfilled on or before 31 January 2015 (or such later date as
the Company and Mr. Sun may agree in writing), the Incentive Agreement shall not become
effective, and that the Company shall not have to bear, and Mr. Sun shall not claim the
Company, for any losses or liabilities of the other party under the Incentive Agreement.
Undertaking given by Mr. Sun
Mr. Sun undertakes that he shall remain as an employee and/or a director of the Target
Company during the effective period of the Incentive Agreement.
–8–
ISSUE PRICE OF THE INCENTIVE SHARES
The Issue Price of HK$0.788 per Incentive Share was determined after arm’s length
negotiation between the Company and Mr. Sun, which represents:
(i)
a premium of approximately 7.95% to the closing price per Share as at the date of the
Incentive Agreement of HK$0.73 as quoted on the daily quotation sheet of the Stock
Exchange; and
(ii)
a premium of approximately 7.07% to the average closing price per Share for the five
consecutive trading days up to and including the date of the Incentive Agreement of
HK$0.736 as quoted on the daily quotation sheet of the Stock Exchange.
BASIS FOR THE DETERMINATION OF THE TERMS OF INCENTIVE AGREEMENT
R19.58(6)
The terms of the Incentive Agreement was determined after arm’s length negotiation between
the Company and Mr. Sun with reference to the business development and prospect of the
Target Company.
APPLICATION FOR LISTING
R19.59(5)
An application will be made to the Stock Exchange for the listing of, and permission to deal
in, the Incentive Shares.
INFORMATION ON THE TARGET COMPANY
Principal activities
Established in 2005, the Target Company is principally engaged in the provision of total
solution for third party payment system, and the sales of integrated smart point of sales (“POS”)
device, including payment software development, application integration, software testing,
construction and maintenance of business application platforms.
–9–
R19.58(3)
R19.59(2)
Financial information
The table below sets forth a summary of the audited financial information of the Target
Company for the two years ended 31 December 2013:
R19.58(8)
For the year ended
31 December
2012
2013
RMB’000
RMB’000
Turnover
Profit before taxation
Profit after taxation
4,808
1,528
1,401
4,003
532
451
As at 30 June 2014, the unaudited net assets value of the Target Company is approximately
RMB11.55 million.
R19.58(7)
Patents
Currently, certain patents and design appearance patents of the Target Company’s POS
devices belong to Mr. Sun. It is expected that the titles of relevant patents applications and
design patents shall be transferred to the Target Company prior to the Completion of the
Capital Contribution.
BIOGRAPHICAL INFORMATION OF MR. SUN
Mr. Sun is the founder, the chairman, a director and one of the key management of the
Target Company since its inception in 2005. Mr. Sun is also the head of the research and
development department of the Target Company and has extensive knowledge and expertise in
the development of third party electronic payment platform in the PRC.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
R19.58(9)
The Group is principally engaged in the operation of prepaid card business, including the
issuance of various prepaid cards in the PRC and in Hong Kong.
R19.58(3)
The prepaid card operation mainly comprises the prepaid cards issued by the Group, data
processing and clearing and POS devices at its contracted merchants (the “Prepaid Card
Operation”).
The Group currently relies on POS device designed by independent POS device suppliers. It is
the Group’s intention to have a better control over the entire Prepaid Card Operation through
the acquisition of a company that is principally engaged in POS technology.
– 10 –
R19.58(9)
As disclosed in the section headed “Information on the Target Company” above, the
Target Company is principally engaged in the sales of integrated smart POS. Smart POS
has a clear competitive advantage over traditional POS. The function of traditional POS is
narrow, and the merchants are often forced to work with various POS machines accepting
different payment methods at the same time, creating inconvenience for both merchants and
customers. By contrast, smart POS can support multiple acceptance agencies and multiple
payment methods on one single machine, including magnetic stripe card, IC card, near-fieldcommunication, prepaid card issued by the Group, barcode and QR Code. Therefore, apart
from traditional bank card acceptance, smart POS can also realize the possibility of mobile
payment technology, and has the potential to capture a leading position in the mobile payment
industry.
The Directors are of the view that through investment in the Target Company, the Group can
leverage on the Target Company’s research capability and its expertise to develop different
payment platforms like O2O (online-to-offline or offline-to-online) payment platform.
Based on the above, the Directors consider that the entering into of the Capital Contribution
Agreement is in the interest of the Company and its shareholders as a whole.
The Directors consider that Mr. Sun, as the founder of the Target Company, has the expertise
in management of electronic payment system in the PRC and the issue of Incentive Shares
ensures the interest of Mr. Sun is in line with that of the Group.
The Directors are of the view that the Capital Contribution Agreement is entered into upon
normal commercial terms following arm’s length negotiation between the Company and
the respective parties to the Capital Contribution Agreement and consider that the terms of
the Capital Contribution Agreement are fair and reasonable and the Transactions are in the
interests of the Company and Shareholders as a whole.
– 11 –
SHAREHOLDING STRUCTURE OF THE COMPANY
The table below sets forth the shareholding structure of the Company (i) as at the date of
this announcement; and (ii) immediately upon allotment and issue of the maximum number
of the Incentive Shares, assuming the maximum number of Incentive Shares will be allotted
and issued to Mr. Sun and no Shares will be issued or repurchased from the date of this
announcement up to and including the date of allotment and issue of the last batch of the
Incentive Shares pursuant to the terms of the Incentive Agreement:
As at the date of this
announcement
Shares
%
Directors
Mr. Guan Guisen (Note)
Dr. Lei Chunxiong
Mr. Cao Chunmeng
Mr. Wang Zhongmin
Mr. Gu Jiawang
Immediately upon the
allotment and issue of the
maximum number of the
Incentive Shares
Shares
%
1,298,950,000
47,180,000
47,620,000
600,000
600,000
24.18
0.88
0.89
0.01
0.01
1,298,950,000
47,180,000
47,620,000
600,000
600,000
24.00
0.87
0.88
0.01
0.01
–
–
41,234,166
0.76
Other Public Shareholders
3,975,556,457
74.03
3,975,556,457
73.47
Total
5,370,506,457
100.00
5,411,740,623
100.00
Public Shareholders
Mr. Sun
Note: The Shares are held by Mighty Advantage Enterprises Limited (“Mighty Advantage”). Mighty Advantage
is incorporated in the British Virgin Islands and is beneficially owned by Mr. Guan Guisen.
GEM LISTING RULES IMPLICATION
As the Incentive Agreement is conditional upon the Completion of the Capital Contribution
Agreement, the Transactions are aggregated as if they were one transaction. As the applicable
percentage ratios in respect of the Transactions are less than 5% and the Incentive Agreement
involve the issue of Incentive Shares, the entering into the Capital Contribution Agreement
and the Incentive Agreement constitute a share transaction under the GEM Listing Rules for
the Company and are subject to reporting and announcement requirements but exempt from
the independent shareholders’ approval requirement under the GEM Listing Rules.
– 12 –
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall
have the following respective meanings:
“AGM”
the annual general meeting held by the Company on 5 May
2014
“Appearance Design Patents”
two appearance design patents named “銀行卡安全支付
手機” and “銀行卡安全支付終端” granted by the State
Intellectual Property Office of the PRC to Mr. Sun with
respective patent registered numbers of ZL201330345818.3
and ZL201330345827.2
“Beijing TTSB”
北京天同賽伯信息科技有限公司 (Beijing Tiantongsaibo
Information Technology Co., Ltd.), a company established
in the PRC with limited liability and is wholly-owned
subsidiary of the Company
“Business Day”
a day (other than Saturdays and Sundays) on which banks in
the PRC are generally open for general business
“Capital Contribution”
the capital contribution in the amount of RMB8,000,000
to the registered capital of the Target Company by Beijing
TTSB by way of cash pursuant to the Capital Contribution
Agreement
“Capital Contribution
Agreement”
the agreement dated 10 October 2014 entered into between
Beijing TTSB, the Target Company and the Existing
Shareholders in relation to the Capital Contribution,
“Company”
China Innovationpay Group Limited, a company incorporated
in Bermuda with limited liability and the issued Shares of
which are listed on the GEM
“Completion”
the completion of Capital Contribution Agreement
“Director(s)”
the director(s) of the Company
“Existing Shareholders”
Mr. Sun, Ms. Zang and Mr. Shang
“GEM”
the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”
the Rules Governing the Listing of Securities on the GEM
“General Mandate”
the unconditional mandate granted to the Directors to allot
and issue no more than 20% of the nominal value of the
Shares in issue as at the date of the AGM
– 13 –
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Incentive”
the amount payable to Mr. Sun by the Company in the form
of Incentive Shares based on the level of Net Profit pursuant
to the terms and conditions of the Incentive Agreement
“Incentive Agreement”
the agreement dated 10 October 2014 entered into between
the Company and Mr. Sun in relation to the Incentive
“Incentive Share(s)”
new Shares that shall be allotted and issued by the Company
to Mr. Sun as the Incentive
“Independent Third Party(ies)”
a party(ies) who is/are a third party independent of the
Company and its connected persons and their respective
associates (such term has the meaning ascribed to it under of
the GEM Listing Rules)
“Maximum Incentive”
RMB25,750,000, being the maximum amount of Incentive
payable to Mr. Sun by way of allotment and issue of
Incentive Shares pursuant to terms and conditions of the
Incentive Agreement
“Mr. Shang”
商志強 (Mr. Shang Zhiqiang), the general manager and
a shareholder of Target Company as at the date of this
announcement
“Mr. Sun”
孫江寧 (Mr. Sun Jiangning), the chairman and the
controlling shareholder of Target Company as at the date of
this announcement
“Ms. Zang”
臧秀燕 (Ms. Zang Xiuyan), the spouse of Mr. Sun and
a shareholder of Target Company as at the date of this
announcement
“Net Profit”
audited net profit after taxation and non-recurring gains or
loss of the Target Company
“Net Profit 2H14”
audited net profit after taxation and non-recurring gains or
loss of the Target Company for the six months ending 31
December 2014
“Net Profit 2015”
audited net profit after taxation and non-recurring gains or
loss of the Target Company for the year ending 31 December
2015
– 14 –
“Net Profit 2016”
audited net profit after taxation and non-recurring gains or
loss of the Target Company for the year ending 31 December
2016
“Patent Applications”
two patent applications named “一種利用移動終端進行信息
驗證的方法、裝置和系統” (a set of methodology, apparatus
and system used for information authentication using mobile
terminal) and (ii) “一種非現金交易方法、系統及非現金
支付、供貨終端”, both submitted to the State Intellectual
Property Office of the PRC by Mr. Sun with respective
application numbers of 201310656824.X and 20140152079.
X
“percentage ratios”
such term as ascribed to it under the GEM Listing Rules
“PRC”
the People’s Republic of China, for the purpose of this
announcement, excludes Hong Kong, Macau Special
Administrative Region and Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“Share(s)”
ordinary issued share(s) of HK$0.01 each in the share capital
of the Company
“Target Company”
北京一鳴神州科技有限公司 (Beijing ONECOMM
Technology Company Limited), a company established in
Beijing, the PRC with limited liability
“Transactions”
the transactions contemplated under the Capital Contribution
Agreement and the Incentive Agreement
“%”
per cent
For the purpose of this announcement, unless otherwise specified, conversion of Renminbi,
the lawful currency of the PRC, into Hong Kong dollars, the lawful currency of Hong Kong,
is based on the approximate exchange rate of HK$1 to RMB0.79249 for information purpose
only. Such translation should not be construed as a representation that the relevant amounts
have been, could have been, or could be converted at that rate at all.
By order of the Board
China Innovationpay Group Limited
Guan Guisen
Chairman
Hong Kong, 10 October 2014
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As at the date of this announcement, the Board comprises three executive Directors, namely
Mr. Guan Guisen, Dr. Lei Chunxiong and Mr. Cao Chunmeng, and three independent nonexecutive Directors, namely Dr. Fong Chi Wah, Mr. Wang Zhongmin and Mr. Gu Jiawang.
R17.56A
This announcement, for which the Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the GEM Listing Rules for the
purpose of giving information with regard to the Company. The Directors, having made all
reasonable enquiries, confirm that, to the best of their knowledge and belief the information
contained in this announcement is accurate and complete in all material respects and not
misleading or deceptive, and there are no other matters the omission of which would make
any statement in this announcement misleading.
R2.18
R19.58(2)
This announcement will remain on the “Latest Company Announcements” page of the GEM
website for at least 7 days from the date of its publication and on the Company’s website at
www.innovationpay.com.hk.
*
For identification purposes only
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