Nov 12, 2015 - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong ... (and their ongoing service su
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.
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 395) VOLUNTARY ANNOUNCEMENT COOPERATION AGREEMENTS WITH TENCENT COMPUTER IN RELATION TO DEVELOPING A SMART WI-FI RAILWAY INTERNET NETWORK
INTRODUCTION This announcement is made by the Company on voluntary basis. The Board is pleased to announce that, on 12 November 2015 (after trading hours), the Company has entered into 2 cooperation agreements with Tencent Computer (“Cooperation Agreements”) in relation to developing a smart Wi-Fi railway internet network (“Smart Wi-Fi Network”) in the PRC. Under the said 2 Cooperation Agreements, Tencent Computer will be entitled to make use of the Wi-Fi internet networks (and their ongoing service support) developed by the Company, through its subsidiary, covering over 400 railway stations running over 11 provinces in the PRC. In return, Tencent Computer shall integrate its current smart phone APP Weixin (微信) enabling its users to efficiently assess the Smart Wi-Fi Network when they are travelling in the concerned railway stations in the PRC. To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, Tencent Computer and its ultimate beneficial owner(s) are independent third parties independent of the Company and its connected persons (as defined in the Listing Rules).
INFORMATION OF THE COMPANY AND TENCENT COMPUTER Information of the Company The Company is an investment holding company engaging in a diversified business including, through its subsidiary in O2O solutions and providing the largest Wi-Fi wireless network system operations in the PRC railway stations.
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Information of Tencent Computer Tencent Computer is a subsidiary of Tencent Holdings Limited (“Tencent”) which in turn is the leading provider of internet value added services in the PRC and listed in the Stock Exchange of Hong Kong. Weixin ( 微 信 ) is one of the world's fastest growing social APP, a portal to connect, to communicate and to share with others over the internet. It was developed and released in 2011. Currently, Weixin (together with Wechat) has empowered over 600 million monthly active users worldwide as at 30 June 2015. The platform that it creates brings together messaging, social communication and games all within a user-friendly APP.
REASON AND BENEFITS FOR THE COOPERATION AGREEMENT The Company is the exclusive Wi-Fi network operator for Guangzhou Railway Bureau, Lanzhou Railway Bureau and Beijing Railway Bureau which cover more than 11 provinces having a total of more than 400 prime railway stations. Further, the Company is a leading O2O smart retail solutions provider, a smart city e-commerce operator, and is now committed to expand its O2O solutions to cloud services for the tourist industry in PRC and overseas. The Directors consider that entering into the Cooperation Agreements with Tencent Computer is in line with the Company’s development in mobile internet service as well as the trend in the information technology industry for the big data market in the PRC. The Group is expected to be benefited through expanding its users base by interacting with the users of Weixin in the PRC thereby creating an integrated advantageous and synergy effect.
DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: “APP”
A computer program designed to run on mobile devices such as smartphones and tablet computers
“Board”
The board of Directors of the Company
“Company”
Smartac Group China Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (Stock Code : 0395)
“Director(s)”
The director(s) of the Company
“Group”
The Company and its subsidiaries
“Hong Kong”
The Hong Kong Special Administrative Region of the People’s Republic of China
“Independent Third Party(ies)”
Independent third parties who are not connected person(s) of the Company and are independent of and not connected with the Company or Directors, chief executive, or Substantial Shareholders of the Company or any of its subsidiaries or their respective -2-
associates “Listing Rules”
The Rules Governing the Listing of Securities on the Stock Exchange
‘‘O2O’’
Online to offline
“Parties”
Parties to the Agreement
‘‘PRC’’
The People’s Republic of China
“Tencent”
Tencent Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (Stock Code : 0700)
“Tencent Computer”
Shenzhen Tencent Computer System Company, Limited (深圳市腾 讯計算機系統有限公司 ), a subsidiary of Tencent incorporated under the laws of PRC.
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
By Order of the Board SMARTAC GROUP CHINA HOLDINGS LIMITED Yang Xin Min Chairman
Hong Kong, 12 November 2015
As at the date of this announcement, the Directors are Mr. Yang Xin Min, Ms. Huang Yue Qin and Mr. Kwan Che Hang Jason as executive Directors, and Dr. Cheng Faat Ting Gary, Mr. Poon Lai Yin Michael and Mr. Yang Wei Qing as independent non-executive Directors. If there is any inconsistency between the Chinese names of the PRC entities, departments, facilities or titles mentioned in this announcement and their English translation, the Chinese version shall prevail.
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