FUGUINIAO CO LTD Hong Kong Exchange 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.
富貴鳥股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1819)Reference is made to the prospectus (the 'Prospectus') of Fuguiniao Co., Ltd (the 'Company', together with its subsidiaries, the 'Group') dated 10 December 2013 relating to the global offering (the 'Global Offering') and listing of the Company's H shares on the main board of The Stock Exchange of Hong Kong Limited (the 'Stock Exchange').
The H shares of the Company became listed on the main board of the Stock Exchange on 20 December 2013 with net proceeds from the Global Offering of approximately HK$1,134 million (equivalent to approximately RMB905.7 million) (after deducting underwriting commissions and related expenses) ('IPO Proceeds'). To enhance the Company's fund management and the utilization efficiency of the IPO Proceeds to support the Group's operation, the board ('Board') of directors of the Company proposes to adjust the intended use of IPO Proceeds as follows:
(RMB) (RMB)
Approximately 60% (equivalent to approximately RMB543.5 million), towards maintaining and expansion of our existing sales channels;
approximately RMB24.5 million
approximately RMB519 million
the unused balance of approximately RMB519 million be adjusted for repayment of existing bank loans of the Group (which are used to settle payment to suppliers and daily operating expenses).
Intended use of the IPO Proceeds disclosed in the Prospectus Used IPO Proceeds(1) Remaining IPO Proceeds as of the date of this announcement
Adjustment to the use of the balance of the IPO Proceeds(RMB) (RMB)
25% (equivalent to approximately RMB226.4 million), towards overseas expansion, including establishment and development of overseas sales channels, procurement of global raw materials, potential strategic acquisitions and international
market promotion and advertising;
approximately RMB123.5 million
approximately RMB102.9 million
the unused balance of approximately RMB81.0 million be adjusted for repayment of existing bank loans of the Group (which are used to settle payment to suppliers and daily operating expenses) and approximately RMB21.9 million be adjusted for working capital and other general corporate purposes.
10% (equivalent to approximately RMB90.6 million), towards purchase of relevant electronic equipment and software to improve and enhance our information system, including
the implementation of various applications, including, among others, ERP system and DRP system; and
approximately RMB2.5 million
approximately RMB88.1 million
the unused balance of approximately RMB88.1 million be adjusted for working capital and other general corporate purposes.
The remaining 5% (equivalent to approximately RMB45.2 million), for working capital and other general corporate purposes.
approximately RMB14.2 million
approximately RMB31.0 million
Not applicable
Note:
(1) The amount of funds in this column were funded by the Company's internal resources, and shall be replaced with the funds from the IPO Proceeds when appropriate.
The Board confirms that there are no material changes in the nature of business as set out in the Prospectus. The Board has considered the impact on the Group's business from the above change of the use of the IPO Proceeds and the Board considers that the above change of the use of the IPO Proceeds is more in line with the current business needs of the Company and is beneficial to the continued and rapid development of the Group's principal business, and is in the best interests of the Company and its Shareholders as a whole.
According to the articles of association of the Company and the relevant laws and regulations, the adjustment of the use of IPO Proceeds is subject to the approval of the shareholders of the Company by way of ordinary resolution at the general meeting of the Company. An ordinary resolution to consider and approve the above change to the use of IPO Proceeds and to authorize the Board or any person authorized by the Board to change the use of IPO proceeds as they deem necessary will be proposed at an extraordinary general meeting of the Company to be convened by the Board in due course (the 'EGM'). A notice in respect of the EGM will be despatched to the Shareholders in due course.
By order of the Board
Fuguiniao Co., Ltd. Lam Wo PingChairman
Hong Kong, 12 October 2015
As at the date of this announcement, the executive Directors are Mr. Lam Wo Ping (Chairman), Mr. Lam Wing Ho, Mr. Lam Wo Sze, Mr. Lam Kwok Keung and Mr. Hong Huihuang, and the independent non-executive Directors are Mr. Wang Zhiqiang, Ms. Long Xiaoning, Mr. Li Yuzhong and Ms. Chan Wah Man, Carman.
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