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.
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock code: 1103)
CONNECTED TRANSACTIONS
IN RELATION TO
THE FORMATION OF A JOINT VENTURE COMPANY
THE JV AGREEMENT
The Board is pleased to announce that on 19 April 2017, HK Dasheng, a wholly-owned subsidiary
of the Company, entered into the JV Agreement with Party A and SZ Yonghuiju, pursuant to which
the JV Company will be established.
IMPLICATIONS UNDER THE LISTING RULES
SZ Yonghuiju is a substantial shareholder (as defined in the Listing Rules) of Ever Fortune, an
indirect non wholly-owned subsidiary of the Company. Accordingly, SZ Yonghuiju is a connected
person of the Company at subsidiary level. The transactions under the JV Agreement constitute
connected transactions of the Company at the subsidiary level under the Listing Rules.
Since (i) SZ Yonghuiju is a connected person of the Company at subsidiary level; (ii) the Directors
(including the independent non-executive Directors) have approved the JV Agreement and the
transactions contemplated thereunder; (iii) the independent non-executive Directors have confirmed
that the terms of the transactions contemplated under the JV Agreement are fair and reasonable, on
normal commercial terms and in the interests of the Company and the Shareholders as a whole, the
JV Agreement and the transactions contemplated thereunder will constitute connected transactions
which are only subject to the reporting and announcement requirements, but are exempted from
the circular, independent financial advice and shareholders’ approval requirements pursuant to Rule
14A.101 of the Listing Rules.
As none of the applicable percentage ratios under Rule 14.07 of the Listing Rules in relation to
the JV Agreement exceed 5%, the JV Agreement does not constitute a notifiable transaction of the
Company under Chapter 14 of the Listing Rule.
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THE JV AGREEMENT
The Board is pleased to announce that on 19 April 2017, HK Dasheng, a wholly-owned subsidiary of
the Company, entered into the JV Agreement with Party A and SZ Yonghuiju, pursuant to which the
JV Company will be established.
Set out below are the principal terms of the JV Agreement:
Date
:
19 April 2017
Parties
:
(i)
Party A
As advised by Party A, the principal business of Party A is, among others,
provision of investment in shares by self-own fund and management of
shares investment. To the best of the Directors’ knowledge, information
and belief having made all reasonable enquiries, Party A is an
Independent Third Party.
(ii) HK Dasheng, a wholly-owned subsidiary of the Company, and
(iii) SZ Yonghuiju
SZ Yonghuiju is a substantial shareholder (as defined in the Listing
Rules) of Ever Fortune, an indirect non wholly-owned subsidiary of
the Company. Accordingly, SZ Yonghuiju is a connected person of the
Company at subsidiary level. The transactions under the JV Agreement
constitute connected transactions of the Company at the subsidiary level
under the Listing Rules.
Pursuant to the JV Agreement, the JV Company will be established with the registered capital of
RMB200,000,000 (equivalent to approximately HK$226,000,000), which is contributed by the parties
as stated below:
Shareholders
Contribution amount (RMB)
Proportion of contribution
Party A
92,000,000
46%
HK Dasheng
88,000,000
44%
SZ Yonghuiju
20,000,000
10%
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The amount of capital contribution for the establishment of the JV Company by all the parties to the
JV Agreement was arrived at after arm’s length negotiations among the parties of the JV Agreement,
taking into account of the estimated business needs and future business development of the JV
Company and the reasons and benefits of the establishment of the JV Company is described under
the paragraph headed “REASONS FOR AND BENEFITS OF THE FORMATION OF THE JV
COMPANY” below. The contribution by HK Dasheng pursuant to the JV Agreement will be financed
by the internal resources of the Group.
The principal business of the JV Company is, among other things, financial lease related business.
Upon establishment of the JV Company, the JV Company will not become a subsidiary of the
Company and its financial results will not be consolidated into the financial results of the Group.
REASONS FOR AND BENEFITS OF THE FORMATION OF THE JV COMPANY
The Group is principally engaged in road and bridge construction business, agricultural and
petrochemical products supply chain services business, agricultural industry chain financial services
business and agricultural big data services business.
The Board, to its best knowledge, is optimistic about the future development and prospect of financial
leasing business. The Board is of the view that the formation of the JV Company will provide an
opportunity to the Group to extend its platform in the financial leasing business in various locations
and further enhance the scale of financial leasing business.
The Directors further believe that entering into of the JV Agreement will provide an opportunity to
the Group to provide a sustainable growth to the Company’s assets and broaden the assets portfolio
and income base of the Group, thus potentially greater return for the Shareholders.
In view of the above, the Directors (including the independent non-executive Directors) consider that
the formation of the JV Company is consistent with the long term development strategy of the Group
and therefore in the interests of the Company and the Shareholders as a whole. The Directors (including
the independent non-executive Directors) are of the view that the JV Agreement has been entered into
on normal commercial terms and are fair and reasonable and the transactions contemplated under JV
Agreement are in the interests of the Company and the Shareholders as a whole.
LISTING RULES IMPLICATIONS
SZ Yonghuiju is a substantial shareholder (as defined in the Listing Rules) of Ever Fortune, an
indirect non wholly-owned subsidiary of the Company. Accordingly, SZ Yonghuiju is a connected
person of the Company at subsidiary level. The transactions under the JV Agreement constitute
connected transactions of the Company at the subsidiary level under the Listing Rules.
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Since (i) SZ Yonghuiju is a connected person of the Company at subsidiary level; (ii) the Directors
(including the independent non-executive Directors) have approved the JV Agreement and the
transactions contemplated thereunder; (iii) the independent non-executive Directors have confirmed
that the terms of the transactions contemplated under the JV Agreement are fair and reasonable, on
normal commercial terms and in the interests of the Company and the Shareholders as a whole, the
JV Agreement and the transactions contemplated thereunder will constitute connected transactions
which are only subject to the reporting and announcement requirements, but are exempted from
the circular, independent financial advice and shareholders’ approval requirements pursuant to Rule
14A.101 of the Listing Rules.
None of the Directors has any material interest in the JV Agreement and the transactions
contemplated thereunder, and therefore, none of the Directors is required to abstain from voting on
the board resolution approving the JV Agreement and the transactions contemplated thereunder.
As none of the applicable percentage ratios under Rule 14.07 of the Listing Rules in relation to
the JV Agreement exceed 5%, the JV Agreement does not constitute a notifiable transaction of the
Company under Chapter 14 of the Listing Rule.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following words and expressions
shall have the meanings given to them as below:
“Board”
the board of Directors
“Company”
Shanghai Dasheng Agriculture Finance Technology Co., Ltd. (上
海大生農業金融科技股份有限公司) , a j o i n t s t o c k c o m p a n y
incorporated in the PRC with limited liability, whose H shares are
listed on the Main Board of the Stock Exchange
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Dasheng Financial”
Shenzhen Dasheng Financial Holding Company Limited* (深圳市
大生金融控股有限公司), a limited liability company established in
the PRC and a wholly-owned subsidiary of the Company
“Director(s)”
the director(s) of the Company
“Domestic Share(s)”
the ordinary domestic share(s) of the Company with a nominal
value of RMB0.10 each in the share capital of the Company
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“Ever Fortune”
瑞盈信融
（深圳）
融資租賃有限公司 ( E v e r F o r t u n e F i n a n c i a l
Leasing Co., Ltd.*), a sino-foreign equity joint venture established
in the PRC, and is currently owned as to 64%, 22.5%, 11% and 2.5%
by Dasheng Financial, HK Dasheng, SZ Yonghuiju and Crown
Castle Limited, respectively
“Group”
the Company and its subsidiaries
“H Share(s)”
the overseas listed foreign share(s) with a nominal value of
RMB0.10 each in the share capital of the Company which are listed
on the Stock Exchange and are traded in Hong Kong dollars
“HK Dasheng”
Hong Kong Dasheng Agriculture Holding Company Limited (香港
大生農業控股有限公司), a limited liability company established in
Hong Kong and a wholly-owned subsidiary of the Company
“HK$”
Hong Kong Dollar, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Independent Third Party(ies)” the independent third party(ies) who is/are, to the best of the
Directors’ knowledge, information and belief having made all
reasonable enquiry, independent of and not connected with the
Company and the connected person(s) (as defined in the Listing
Rules) of the Company
“JV Agreement”
the agreement dated 19 April 2017 entered into among Party A, HK
Dasheng and SZ Yonghuiju in relation to the formation of the JV
Company
“JV Company”
國維瑞盈
（濰坊）
融資租賃有限公司(Guowei Ruiying (Weifang)
Financial Leasing Co., Limited*), a company to be incorporated
under the laws of the PRC with limited liability pursuant to the JV
Agreement
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“Party A”
濰坊市國維匯金投資有限公司(Weifang Guowei Huijin Investment
Co., Ltd*), as advised by the Party A, a company incorporated in
the PRC with limited liability
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“PRC”
the People’s Republic of China, for the purpose of this
announcement only, excludes Hong Kong, Macau Special
Administrative Region of the People’s Republic of China and
Taiwan
“RMB”
Renminbi, the lawful currency of the PRC
“Shareholders”
the holders of Shares
“Shares”
collectively, the Domestic Shares and H Shares
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“SZ Yonghuiju”
深圳市永匯聚投資諮詢有限公司 ( S h e n z h e n Yo n g H u i J u
Investment Consultation Co., Ltd*), as advised by SZ Yonghuiju,
a company incorporated in the PRC with limited liability, which
currently holds 11% equity interest in Ever Fortune
“%”
per cent
* The English translation in this announcement is for reference only. The official names are in Chinese.
By Order of the Board
Shanghai Dasheng Agriculture Finance Technology Co., Ltd.
Lan Huasheng
Chairman
Hong Kong, 19 April 2017
For the purposes of illustration only, any amount denominated in RMB in this announcement was
translated into HK$ at the rate of RMB1 = HK$1.13. Such translations should not be construed as a
representation that the amounts in question have been, could have been or could be, converted at any
particular rate at all.
As at the date of this announcement, the Board comprises three executive directors:
Mr. Lan Huasheng, Mr. Mo Luojiang and Mr. Wang Liguo; one non-executive director:
Mr. Zhu Tianxiang; and three independent non-executive directors: Mr. Chung Cheuk Ming,
Mr. Yang Gaoyu and Mr. Zhou Jianhao.
If there is any inconsistency in this announcement between the Chinese and English versions, the
English version shall prevail.
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