TIDMLED
RNS Number : 6412Z
LED International Holdings Ltd
31 May 2016
31 May 2016
LED International Holdings Limited
("LED" or the "Company")
Shareholders' agreement in relation to leasing finance
company
and
update on suspension
Entry in to a shareholders' agreement with Shanghai Guang Dian
Asset Management Company Limited
The board of directors of LED is pleased to announce that the
Company has entered into an agreement with Shanghai Guang Dian
Asset Management Company Limited ("SHGD") dated 27 May 2016 (the
"Shareholders' Agreement"), under which LED and SHGD will make a
total capital contribution of RMB200.0 million (being approximately
GBP21.3 million) to Green Pearl Leasing (China) Company Limited
("GP Leasing"). GP Leasing is currently a 100% owned subsidiary of
LED. The capital contribution shall be made by LED and SHGD in
equal shares of RMB100.0 million (being approximately GBP10.7
million) each. LED's contribution shall be inclusive of the
previous capital contributions made by LED, being approximately
RMB16.5 million (being approximately GBP1.7 million). Further
details of LED's previous capital contribution to GP Leasing are
contained in the Company's announcement of 5 December 2014. LED
intends to fund its approximately RMB83.5 million (being
approximately GBP9.0 million) by raising the required relevant fund
from the potential investors, including SHGD, within twelve months
as stipulated in the Shareholders' Agreement SHGD's capital
contribution will be by way of a cash investment in GP leasing, in
return for which they will receive new shares in GP Leasing which
represent 50% of GP Leasing's enlarged issued share capital.
GP Leasing was incorporated by LED in Shanghai, in the People's
Republic of China (the "PRC") on 20 August 2013 with a registered
capital of RMB100.0 million (being approximately GBP10.7 million)
and is currently 100% owned by LED. GP Leasing engages in a range
of business operations, including:
i) providing financing for leasing businesses;
ii) financing acquisitions of assets from outside the PRC for the purpose of leasing;
iii) maintaining and improving the depreciation values of the leasing assets;
iv) leasing related consultancy; and
v) guarantee services (in so far as are permitted by the laws
and the administrative regulations).
LED's Chief Executive Officer, Stephen Chan, is currently one of
three directors sitting on the board of directors of GP
Leasing.
The board of directors of LED believes that by entering into the
Shareholders' Agreement, LED will strengthen its strategic
relationship with SHGD, thereby allowing LED to move into the
business of leasing which would enhance LED's business operations
and improve the long-term profitability of LED.
Background to SHGD
SHGD is incorporated in the PRC by contributing capital of
RMB66.6 million (being approximately GBP* million) on 16 September
2015, and it is also a significant and established financing and
asset management enterprise operating in the PRC fund management
market. It is principally engaged in the business of corporate
finance related advisory and consultancy services, and is known for
its prudent approach in terms of risk management in relation to its
investment portfolio. SHGD currently manages a portfolio of
approximately RMB5.0 billion (being approximately GBP*
million).
Mr. Yu Hong Xiang, the Legal Representative and director of
SHGD, and Mr. Jin Yi Min, the supervisor of SHGD, owns 50 per cent.
equity interest each in SHGD. The investment portfolio under
management includes but is not limited to a private equity
investment fund management firm in Qian Hai, Shenzhen, and some
major equity stakes in listed firms at A-Stock of Shanghai Stock
Exchange and National Equities Exchange and Quotations.
Summary of the Shareholders' Agreement
-- LED and SHGD will each be required to make their respective
capital contributions to GP Leasing within thirty working days from
the approval by Shanghai Administration for Industry and Commerce.
Capital contributions to GP Leasing should be completed fully
within twelve months. The registered share capital of GP Leasing
will be increased to RMB200.0 million (being approximately GBP21.3
million) and LED and SHGD will each hold a 50 per cent.
shareholding in GP Leasing.
-- LED and SHGD are entitled to appoint two and one director(s)
to the board of directors of GP Leasing respectively. LED is also
entitled to appoint the Legal Representative of GP Leasing.
-- The board of directors of GP Leasing will exercise the
management functions of GP Leasing. The directors of GP Leasing are
required to conduct a board meeting at least once every six months,
with the quorum being two-thirds of the total number of
directors.
-- LED is entitled veto powers on various matters such as any
change in the composition of the board of directors and other
significant strategic decisions of GP Leasing.
-- LED and SHGD are prohibited from disposing of their
respective shares in GP Leasing for a period of three years from
the date of their obtaining of the respective shares (the "Lock-in
Period").
-- After the end of the Lock-in Period, should either LED or
SHGD decide to dispose of its shares in GP Leasing, the
non-disposing party is entitled to the right of first refusal.
-- LED and SHGD are each entitled to pre-emptive rights to
acquire any new shares that would be issued by GP Leasing in the
future, save for where the new shares are issued for
incentive-based stock options for the employees of GP Leasing or as
a result of the subdivision of existing shares of GP Leasing or for
profit distribution.
-- LED shall be entitled to appoint a supervisor to oversee GP
Leasing on such matters as finance and compliance by the management
with the Articles of Association of GP Leasing and the relevant
laws and regulations of the PRC.
Suspension update
The Company's ordinary shares were suspended from trading on AIM
on 22 December 2015, pursuant to AIM Rule 19. The suspension will
remain in place until, inter alia, the Company's audited report and
accounts for the year ended 30 June 2015 have been published and
posted to Shareholders. The audit of the accounts for the year
ended 30 June 2015 has commenced and the board of LED anticipates
announcing these results in the next month or so. In addition, the
Company is preparing its interim results for the period ended 31
December 2015.
**Ends**
For further information:
LED International Holdings Limited
Stephen Chan - Chief Executive
Officer +852 2243 3100
Allenby Capital Limited
Nick Naylor/John Depasquale/Alex +44 (0) 20 3328
Brearley 5656
Notes to Editors:
LED International Holdings Limited and its subsidiaries
specialize in the provision of EMC contracts under which the group
(the "Group") installs energy saving products in its customers'
premises, including lighting and reactance filtering equipment
supplied by the Group, and the subsequent savings made by the
customers in their electricity charges are then shared between the
Group and the customers thereby enabling the Group to generate
recurring revenue rather than one-off sales revenue. Historically,
the Group's business has been the development, manufacture and sale
of low-powered light-emitting diode ("LED") display screens and
modules.
Under EMC contracts, the Group provides energy efficiency
solutions, including LED lighting, reactance filtering energy
saving and other energy efficiency solutions. Specifically, the
Group overhauls its customers' existing lighting and power
consumption systems (which are based on traditional lighting
technology and power generation equipment) with proprietary LED
lighting products, reactance filtering equipment and other
solutions provided by the Group. These energy efficiency products
are installed in customers' premises. The Group bears all the
upfront costs associated with the supply and installation of the
energy efficiency solutions and these costs are then recouped by
sharing in the monthly energy savings generated by the customers'
use of the energy efficiency solutions over the period of the
contracts. The Group receives revenue from customers on several
different payment terms including on a pre-payment, monthly or
quarterly basis.
For more information, please visit: http://www.led-intl.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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