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7Road Holdings Limited
第七大道控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 797)
DISCLOSEABLE TRANSACTION
IN RELATION TO ACQUISITION OF ASSETS
DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF ASSETS
In order to broaden the revenue streams and generate better shareholders' return, on 1 April 2021, the Board had resolved that the Group will commence providing services in the field of cloud computing as a new business activity of the Group.
PREVIOUS CLOUD COMPUTING EQUIPMENT ACQUISITION AGREEMENTS
On 1 April 2021, Shanghai Lingsu entered into the First Cloud Computing Equipment Acquisition Agreement with Vendor A, pursuant to which Shanghai Lingsu purchased 2,400 units of graphics card from Vendor A at a consideration of RMB41.40 million.
On 12 April 2021, Shanghai Lingsu entered into the Second Cloud Computing Equipment Acquisition Agreement with Vendor A, pursuant to which Shanghai Lingsu purchased 410 units of graphics card from Vendor A at a consideration of RMB7.98 million.
On 22 April 2021, Shanghai Lingsu entered into the Third Cloud Computing Equipment Acquisition Agreement with Vendor B, pursuant to which Shanghai Lingsu purchased 200 units of server accessories from Vendor B at a consideration of approximately RMB5.01 million.
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On 23 April 2021, Shanghai Lingsu entered into the Fourth Cloud Computing Equipment Acquisition Agreement with Vendor A, pursuant to which Shanghai Lingsu purchased 1,200 units of graphics card and 531 units of computer chassis from Vendor A at an aggregate consideration of approximately RMB25.43 million.
As none of the applicable percentage ratio(s) in respect of the Previous Cloud Computing Equipment Acquisition Agreements exceeded 5%, the entering into of the Previous Cloud Computing Equipment Acquisition Agreements, on an aggregate basis, did not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.
FIFTH CLOUD COMPUTING EQUIPMENT ACQUISITION AGREEMENT
On 9 May 2021, Wuxi 7Road entered into the Fifth Cloud Computing Equipment Acquisition Agreement with Vendor A, pursuant to which Wuxi 7Road purchased 5,500 units of graphics card and 1,800 units of computer chassis from Vendor A at an aggregate consideration of approximately RMB126.86 million.
LISTING RULES IMPLICATIONS
As the Group entered into the Previous Cloud Computing Equipment Acquisition Agreements within a 12-month period prior to and inclusive of the date of the Fifth Cloud Computing Equipment Acquisition Agreement and they together lead to substantial involvement by the Group in a business activity which did not previously form part of the Group's principal business activities, the transactions as contemplated under the Previous Cloud Computing Equipment Acquisition Agreements and the Fifth Cloud Computing Equipment Acquisition Agreement shall be aggregated as a series of transaction for the Company pursuant to Rule 14.22 of the Listing Rules.
As one or more of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the transactions contemplated under the Fifth Cloud Computing Equipment Acquisition Agreement, on a stand-alone basis, or the Acquisitions, on an aggregate basis, exceeds 5% but are less than 25%, each of the transactions contemplated under the Fifth Cloud Computing Equipment Acquisition Agreement and the Acquisitions constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules, respectively.
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DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF ASSETS
In order to broaden the revenue streams and generate better shareholders' return, on 1 April 2021, the Board had resolved that the Group will commence providing services in the field of cloud computing as a new additional business activity of the Group.
PREVIOUS CLOUD COMPUTING EQUIPMENT ACQUISITION AGREEMENTS
- First Cloud Computing Equipment Acquisition Agreement and Second Cloud Computing Equipment Acquisition Agreement
Date | 1 April 2021 (First Cloud Computing Equipment Acquisition Agreement) | |
and 12 April 2021 (Second Cloud Computing Equipment Acquisition | ||
Agreement) | ||
Parties | (i) | Shanghai Lingsu Network Technology Co., Ltd.* (上 海 凌 素 網 絡 |
科技有限公司), being an indirect wholly-owned subsidiary of the | ||
Company, as the purchaser; and | ||
(ii) | Shanghai Buxiong Industrial Co., Ltd.* (上海布雄實業有限公司), | |
as the vendor. |
Subject matter
Pursuant to the First Cloud Computing Equipment Acquisition Agreement and the Second Cloud Computing Equipment Acquisition Agreement, Shanghai Lingsu agreed to purchase and Vendor A agreed to sell 2,400 units and 410 units of graphics card, respectively.
Consideration and payment terms
Pursuant to the First Cloud Computing Equipment Acquisition Agreement and the Second Cloud Computing Equipment Acquisition Agreement, the consideration payable by Shanghai Lingsu to Vendor A was RMB41.40 million and RMB7.98 million, respectively, which was settled in cash and payable to Vendor A within three business days after the signing of each of the First Cloud Computing Equipment Acquisition Agreement and the Second Cloud Computing Equipment Acquisition Agreement.
The considerations pursuant to the First Cloud Computing Equipment Acquisition Agreement and the Second Cloud Computing Equipment Acquisition Agreement were arrived at based on normal commercial terms after arm's length negotiations between the parties after taking into account, among others, the then market prices of similar products.
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The considerations pursuant to the First Cloud Computing Equipment Acquisition Agreement and the Second Cloud Computing Equipment Acquisition Agreement were financed by internal resources of the Group.
Completion
Completion shall take place within one month after the signing of the First Cloud Computing Equipment Acquisition Agreement and the Second Cloud Computing Equipment Acquisition Agreement, respectively, pursuant to which, the assets pursuant to the First Cloud Computing Equipment Acquisition Agreement and the Second Cloud Computing Equipment Acquisition Agreement shall be delivered to Shanghai Lingsu by Vendor A, respectively.
- Third Cloud Computing Equipment Acquisition Agreement
Date | 22 April 2021 | |
Parties | (i) | Shanghai Lingsu Network Technology Co., Ltd.* (上 海 凌 素 網 絡 |
科技有限公司), being an indirect wholly-owned subsidiary of the | ||
Company, as the purchaser; and | ||
(ii) | Shanghai Yunjiao Information Technology Co., Ltd.* (上海雲角信 | |
息技術有限公司), as the vendor. |
Subject matter
Pursuant to the Third Cloud Computing Equipment Acquisition Agreement, Shanghai Lingsu agreed to purchase and Vendor B agreed to sell 200 units of server accessories.
Consideration and payment terms
Pursuant to the Third Cloud Computing Equipment Acquisition Agreement, the consideration payable by Shanghai Lingsu to Vendor B was approximately RMB5.01 million, which was settled in cash and payable to Vendor B within three natural days after the signing of the Third Cloud Computing Equipment Acquisition Agreement.
The consideration pursuant to the Third Cloud Computing Equipment Acquisition Agreement was arrived at based on normal commercial terms after arm's length negotiations between the parties after taking into account, among others, the then market prices of similar products.
The consideration pursuant to the Third Cloud Computing Equipment Acquisition Agreement was financed by internal resources of the Group.
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Completion
Completion shall take place within 30 natural days after the signing of the Third Cloud Computing Equipment Acquisition Agreement, pursuant to which, the assets pursuant to the Third Cloud Computing Equipment Acquisition Agreement shall be delivered to Shanghai Lingsu by Vendor B.
- Fourth Cloud Computing Equipment Acquisition Agreement
Date | 23 April 2021 | |
Parties | (i) | Shanghai Lingsu Network Technology Co., Ltd.* (上 海 凌 素 網 絡 |
科技有限公司), being an indirect wholly-owned subsidiary of the | ||
Company, as the purchaser; and | ||
(ii) | Shanghai Buxiong Industrial Co., Ltd.* (上海布雄實業有限公司), | |
as the vendor. |
Subject matter
Pursuant to the Fourth Cloud Computing Equipment Acquisition Agreement, Shanghai Lingsu agreed to purchase and Vendor A agreed to sell 1,200 units of graphics card and 531 units of computer chassis.
Consideration and payment terms
Pursuant to the Fourth Cloud Computing Equipment Acquisition Agreement, the aggregate consideration payable by Shanghai Lingsu to Vendor A was approximately RMB25.43 million, which was settled in cash and payable to Vendor A within three business days after the signing of the Fourth Cloud Computing Equipment Acquisition Agreement.
The consideration pursuant to the Fourth Cloud Computing Equipment Acquisition Agreement was arrived at based on normal commercial terms after arm's length negotiations between the parties after taking into account, among others, the then market prices of similar products.
The consideration pursuant to the Fourth Cloud Computing Equipment Acquisition Agreement was financed by internal resources of the Group.
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