Tian Ge Interactive Holdings Limited

Transcription

1 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. Tian Ge Interactive Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 1980) CONNECTED TRANSACTIONS SUBSCRIPTION OF INTEREST IN LIMITED PARTNERSHIPS On January 28, 2016, the Company entered into the Limited Partnership Agreement and the Subscription Agreement with Yun Qi to invest US$5 million (approximately RMB33 million) in the USD Fund as a Limited Partner. On the same day, Jinhua99 entered into the Limited Partnership Agreement and the Subscription Confirmation Letter with Shanghai Yunqi to invest RMB33 million in the RMB Fund as a Limited Partner. The USD Fund has been established in the Cayman Islands as exempted limited partnership and the RMB Fund has been incorporated in the PRC as limited partnership, each with the principal objective of generating capital returns primarily through equity and equity-related investments in companies that operate technology, media and telecom (TMT)-related businesses in the PRC, including but not limited to, internet financing, intelligent hardware, industrial internet and big data, etc. The USD Fund and the RMB Fund will be managed by Yun Qi and Shanghai Yunqi which have appointed the Management Company of the USD Fund and the Management Company of the RMB Fund as the fund managers of the USD Fund and the RMB Fund, respectively. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, Mr. Mao, being a non-executive Director, is interested in approximately 50% of the equity interest in Yun Qi and approximately 99% of the equity interest in Shanghai Yunqi. Therefore, Yun Qi and Shanghai Yunqi are associates of Mr. Mao and are Connected Persons of the Company under the Listing Rules. As such, the Investments constitute connected transactions of the Company under Rule 14A.23 of the Listing Rules. As the percentage ratios (as defined in the Listing Rules) applicable to the Investments exceed 0.1% but do not exceed 5% and the Investments are conducted on normal commercial terms, therefore, pursuant to Rule 14A.76(2) of the Listing Rules, the Investments are only subject to the reporting and announcement requirements set out in Rules 14A.68 and 14A.71 of the Listing Rules and are exempt from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. 1

2 INTRODUCTION On January 28, 2016, the Company entered into the Limited Partnership Agreement and the Subscription Agreement with Yun Qi to invest US$5 million (approximately RMB33 million) in the USD Fund as a Limited Partner. On the same day, Jinhua99 entered into the Limited Partnership Agreement and the Subscription Confirmation Letter with Shanghai Yunqi to invest RMB33 million in the RMB Fund as a Limited Partner. SUBSCRIPTION AGREEMENT OF THE USD FUND Date January 28, 2016 Parties (1) the Company, as the subscriber; and (2) Yun Qi Mr. Mao, being a non-executive Director, is one of the founders of the Management Company of the USD Fund. Subscription The Company subscribes for and agrees to purchase a limited partnership interest in the USD Fund. Consideration An aggregate capital commitment of US$5 million (approximately RMB33 million). The capital commitment to the USD Fund was determined after arm s length negotiation among all the partners with reference to the capital requirement of the USD Fund. This will be funded by the Group s internal resources. INFORMATION ON THE USD FUND The USD Fund is a Cayman Islands exempted limited partnership registered under the Exempted Limited Partnership Law (as amended) of the Cayman Islands with the principal objective of generating capital returns primarily through equity and equity-related investments in companies that operate TMT-related businesses in the PRC, including but not limited to, internet financing, intelligent hardware, industrial internet and big data. The USD Fund will be managed by Yun Qi which is a Cayman Islands exempted company. Yun Qi has appointed the Management Company of the USD Fund, which is a Cayman Islands exempted company, as the fund manager of the USD Fund. Mr. Mao is one of the founders of the Management Company of the USD Fund and is also a director and a beneficial owner of each of Yun Qi and the Management Company of the USD Fund. 2

3 The principal terms of the Limited Partnership Agreement of the USD Fund are as follows: Fund size The total aggregate capital commitments to the USD Fund and its affiliated vehicle shall not exceed US$100 million (approximately RMB655 million). Term of the USD Fund The term of the USD Fund has commenced on July 7, 2014 and will end when the USD Fund terminates in accordance with the terms of the Limited Partnership Agreement. The Limited Partners are generally not permitted to sell, assign, transfer, exchange, pledge, charge, mortgage, encumber or otherwise dispose of or grant security in their interest in the USD Fund without the prior written consent of Yun Qi. Limited Partners To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, all Limited Partners (other than the Company) and their ultimate beneficial owners are third parties independent of the Company and the Connected Persons of the Company. Management fee The Management Company of the USD Fund is the fund manager of the USD Fund. An annual management fee will be payable by the USD Fund to the Management Company of the USD Fund. The Company will initially pay an annual management fee equal to 2.5% of its commitment to the USD Fund during the investment period, and thereafter, such management fee will be reduced by one-fourth of one percent for each year remaining during the term of the USD Fund and in any event the management fee shall not be less than 1.5% per annum of the commitments of the Company. Carried interest A carried interest will be payable to Yun Qi, which will equal to 20% of any remaining distributions from any investment after all of the Limited Partners have received cumulative distributions of proceeds in amount that in aggregate is equal to Limited Partners realized capital and cost. Yun Qi and Limited Partners may enter into the Limited Partnership Agreement with newly joined limited partner when necessary. 3

4 SUBSCRIPTION CONFIRMATION LETTER OF THE RMB FUND Date January 28, 2016 Parties (1) Jinhua99, as the subscriber; and (2) Shanghai Yunqi Mr. Mao, being a non-executive Director, is one of the founders of the Management Company of the RMB Fund. Subscription Jinhua99 confirms that it will subscribe for and agrees to purchase a limited partnership interest in the RMB Fund. Consideration An aggregate capital commitment of RMB33 million. The capital commitment to the RMB Fund was determined after arm s length negotiation among all the partners with reference to the capital requirement of the RMB Fund. This will be funded by the Group s internal resources. INFORMATION ON THE RMB FUND The RMB Fund has been established in the PRC as a limited partnership with the principal objective of generating capital returns primarily through equity and equity-related investments in companies that operate TMT-related businesses in the PRC, including but not limited to, internet financing, intelligent hardware, industrial internet and big data. The RMB Fund will be managed by Shanghai Yunqi which is a limited partnership established in the PRC. Shanghai Yunqi has appointed the Management Company of the RMB Fund, which is a company established in the PRC, as the fund manager of the RMB Fund. Mr. Mao is one of the founders of the Management Company of the RMB Fund and is also a director and a beneficial owner of each of Shanghai Yunqi and the Management Company of the RMB Fund. The principal terms of the Limited Partnership Agreement of the RMB Fund are as follows: Fund size The total aggregate capital commitments to the RMB Fund and its affiliated vehicle shall not exceed RMB300 million. 4

5 Term of the RMB Fund The term of the RMB Fund has commenced on August 6, 2015 and will end when the RMB Fund dissolves in accordance with the terms of the Limited Partnership Agreement. The Limited Partners are generally not permitted to transfer or sell their interest in the RMB Fund without the prior written consent of Shanghai Yunqi and in accordance with the terms of the Limited Partnership Agreement. Limited Partners To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, all Limited Partners (other than Jinhua99) and their ultimate beneficial owners are third parties independent of the Company and the Connected Persons of the Company. Management fee The Management Company of the RMB Fund is the fund manager of the RMB Fund. An annual management fee will be payable by the RMB Fund to the Management Company of the RMB Fund. The RMB Fund will pay an annual management fee in an amount equal to 2% of the total capital commitment for the RMB Fund during the investment period, subject to future adjustments in accordance with the terms of the Limited Partnership Agreement of the RMB Fund after the investment period. Carried interest A carried interest will be payable to Shanghai Yunqi and its affiliates which will equal to 20% of any remaining distributions after all of the Limited Partners capital contributions with respect to investments and costs, and an additional preferred return thereon, have been distributed to such Limited Partners. Shanghai Yunqi and Limited Partners may enter into the Limited Partnership Agreement with newly joined limited partner when necessary. LISTING RULES IMPLICATIONS To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, Mr. Mao, being a non-executive Director, is interested in approximately 50% of the equity interest in Yun Qi and approximately 99% of the equity interest in Shanghai Yunqi. Therefore, Yun Qi and Shanghai Yunqi are associates of Mr. Mao and are Connected Persons of the Company under the Listing Rules. As such, the Investments constitute connected transactions of the Company under Rule 14A.23 of the Listing Rules. As the percentage ratios (as defined in the Listing Rules) applicable to the Investments exceed 0.1% but do not exceed 5% and the Investments are conducted on normal commercial terms, therefore, pursuant to Rule 14A.76(2) of the Listing Rules, the Investments are only subject to the reporting and announcement requirements set out in Rules 14A.68 and 14A.71 of the Listing Rules and are exempt from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. 5

6 REASONS FOR AND BENEFITS OF THE INVESTMENTS The Board believes that the Investments represent a good investment opportunity taking into account the existing market conditions and business outlook as the Company anticipates a reasonable return in the medium term from the Investments as a result of the performance of the USD Fund and the RMB Fund. The Board (including the independent non-executive Directors, but excluding Mr. Mao who has abstained from voting) considers that the terms of the Investments are fair and reasonable, are on normal commercial terms and in the interests of the Company and its shareholders as a whole. Save for Mr. Mao, none of the Directors has any material interest in the Investments and none of them was required to abstain from voting on the Board resolution in respect of the approving of the Investments. INFORMATION ON THE GROUP The Group is principally engaged in the operating of live social video platforms, mobile and online games and other TMT-related services in the PRC. INFORMATION ON YUN QI AND SHANGHAI YUNQI Mr. Mao, being a non-executive Director, is interested in approximately 50% of the equity interest in Yun Qi and approximately 99% of the equity interest in Shanghai Yunqi. Therefore, Yun Qi and Shanghai Yunqi are associates of Mr. Mao and are Connected Persons of the Company under the Listing Rules. The business of the Yun Qi and Shanghai Yunqi are to manage the USD Fund and the RMB Fund, respectively, and Yun Qi and Shanghai Yunqi have full control over the business, assets, conduct and affairs of the USD Fund and the RMB Fund respectively, subject to the terms and conditions set forth in the respective Limited Partnership Agreement of the USD Fund and the RMB Fund. DEFINITIONS In this announcement, the following terms and expressions shall have the following meanings, unless the context otherwise requires: associate Board Company Connected Persons Director(s) has the meaning ascribed to it under the Listing Rules the board of directors of the Company Tian Ge Interactive Holdings Limited, a company incorporated in the Cayman Islands with limited liability and having its shares listed on the main board of the Stock Exchange (stock code: 1980) has the meaning ascribed to it under the Listing Rules the director(s) of the Company 6

7 Group Hong Kong Investments Jinhua99 Limited Partners Limited Partnership Agreement Listing Rules Management Company of the RMB Fund Management Company of the USD Fund Mr. Mao PRC RMB the Company, its subsidiaries and the PRC operating entities (the financial results of which have been consolidated and accounted for as the subsidiaries of the Company by virtue of the contractual arrangements) the Hong Kong Special Administrative Region of the PRC the investments by the Company and Jinhua99 of a limited partnership interest in the respective USD Fund and the RMB Fund in accordance with the terms of the respective Subscription Agreement/Subscription Confirmation Letter and the respective Limited Partnership Agreement Jinhua99 Information Technology Co., Ltd. ( ), an operating company of the Group and controlled by the Group through contractual arrangements, details of which were disclosed in the 2014 annual report of the Company published on April 17, 2015 the limited partners of the USD Fund, or the limited partners of the RMB Fund, as the context requires the amended and restated limited partnership agreement dated January 28, 2016 entered into between, among others, Yun Qi and the Limited Partners to govern their relationship and provide for (among others) the manner of operation and management of the USD Fund or the limited partnership agreement dated January 28, 2016 entered into between, among others, Shanghai Yunqi and the Limited Partners to govern their relationship and provide for (among others) the manner of operation and management of the RMB Fund, as the context requires the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Shanghai Yunpan Investment Management Company Limited ( ), a company established in the PRC, and appointed as the fund manager of the RMB Fund Spring Rock Capital Management, Ltd. (Cayman Islands Exempted Co.), a Cayman Islands exempted company, and appointed as the fund manager of the USD Fund Mr. Mao Chengyu, a non-executive Director the People s Republic of China Renminbi, the lawful currency of the PRC 7

8 RMB Fund Shanghai Yunqi Stock Exchange Subscription Agreement Subscription Confirmation Letter US$ USD Fund Yun Qi Hangzhou Yunjia Chuangye Investment Partnership (Limited Partnership) ( ), a limited partnership incorporated in the PRC Shanghai Yunqi Wangchuang Asset Management Center (Limited Partnership) ( ), the general partner of the RMB Fund The Stock Exchange of Hong Kong Limited the subscription agreement dated January 28, 2016 entered into between the Company and Yun Qi with respect to the subscription of the limited partnership interest in the USD Fund the subscription confirmation letter dated January 28, 2016 made and signed by Jinhua99 with respect to the subscription of the limited partnership interest in the RMB Fund United States dollar(s), the lawful currency of the United States of America Yun Qi Partners I, L.P., a Cayman Islands exempted limited partnership Yun Qi Partners I GP, Ltd., a Cayman Islands exempted limited partnership, the general partner of the USD Fund % per cent For illustration only, an exchange rate of US$l.00:RMB6.55 has been assumed. Hong Kong, January 28, 2016 By order of the Board Tian Ge Interactive Holdings Limited Fu Zhengjun Chairman and Chief Executive Officer As of the date of this announcement, the executive Directors are Mr. Fu Zhengjun and Mr. Mai Shi en; the non-executive Directors are Mr. Mao Chengyu and Mr. Herman Cheng-Chun, Yu; and the independent non-executive Directors are Ms. Yu Bin, Mr. Wu Chak Man and Mr. Chan Wing Yuen Hubert. 8