Daiwa Associate : (1) PROPOSED CHANGE OF COMPANY NAME; AND (2) CONTINUING CONNECTED TRANSACTIONS

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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 Bermuda with limited liability)

(Stock code: 1037)

1. PROPOSED CHANGE OF COMPANY NAME; AND
2. CONTINUING CONNECTED TRANSACTIONS

1. PROPOSED CHANGE OF COMPANY NAME

   
   

   The Board proposed to change the English name of the Company from "Daiwa Associate Holdings Limited" to "Maxnerva Technology Services Limited", and adopt a new Chinese name " 雲智匯科技服務有限公司 " as the secondary name of the Company to replace the Chinese name " 台和商事控股有限公司 " which was adopted for identification purpose only.

   
   

   The Proposed Change of Company Name is subject to the approval by the Shareholders at the SGM by way of a special resolution and approval from the Registrar of Companies in Bermuda. A circular containing, among other things, details of the Proposed Change of Company Name together with a notice convening the SGM will be despatched to the Shareholders as soon as practicable.

   
   

2. CONTINUING CONNECTED TRANSACTIONS

On 23 December 2015 (after trading hours), the Company entered into the Framework Agreements with Hon Hai. The Framework Agreements consist of the IT System Operation and Maintenance Framework Agreement, the Build-Own-Operate and IT Project Framework Agreement, the Procurement Framework Agreement and the Sales Framework Agreement.

Pursuant to the Framework Agreements, the Group agreed to (i) provide IT support and maintenance services to Hon Hai Group; (ii) provide Build-Own-Operate and IT Project services to Hon Hai Group; (iii) purchase enterprise-level products including but not limited to communication software, servers and related hardware equipment from Hon Hai Group to be used primarily for the provision of various IT services; and (iv) sell Ancillary IT Products to Hon Hai Group.

* For identification purpose only

Listing Rules Implications

As at the date of this announcement, FSK Holdings is a limited partner of Asia- IO Acquisition Fund L.P. contributing to about 75% of its total commitment. Asia-IO Acquisition Fund L.P. is a substantial Shareholder of the Company holding 386,025,218 Shares, representing approximately 58.29% of the issued share capital of the Company. To the best knowledge of the Directors after having made all reasonable enquiries, Hon Hai, through Foxconn (Far East) Ltd., Foxconn Technology Company Limited, Pan-International Industrial Corporation and its related parties, indirectly holds approximately 42.525% attributable equity interests in FSK Holdings. Despite Hon Hai does not fall within the ambit of an associate of Asia-IO Acquisition Fund L.P. under the Listing Rules, the Company voluntarily complies with the reporting, announcement and Independent Shareholders' approval requirements for the transactions contemplated under the Framework Agreements as if Hon Hai is a connected person of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios of the proposed annual caps of the Framework Agreements for the three financial years ending 31 March 2018 for the transactions contemplated under the Framework Agreements are expected to be higher than 5% and more than HKD10,000,000 on an annual basis, the transactions contemplated under the Framework Agreements are subject to the reporting, annual review, announcement and Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Company will hold a SGM for the Shareholders to consider and approve the transactions contemplated thereunder the Framework Agreements and the proposed annual caps thereof. Asia-IO Acquisition Fund L.P. and its associates shall abstain from voting at the SGM for the approval of the resolutions relating to the Framework Agreements.

The Independent Board Committee has been established to advise the Independent Shareholders on the transactions contemplated under the Framework Agreements and the proposed annual caps thereof. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing details of the Framework Agreements, a letter from the Independent Board Committee, a letter from Gram Capital, and the notice of the SGM will be despatched to the Shareholders in accordance with the Listing Rules on or before 14 January 2016.

1. PROPOSED CHANGE OF COMPANY NAME

   
   

   The Board proposed to change the English name of the Company from "Daiwa Associate Holdings Limited" to "Maxnerva Technology Services Limited", and adopt a new Chinese name " 雲智匯科技服務有限公司 " as the secondary name of the Company to replace the Chinese name " 台和商事控股有限公司 " which was adopted for identification purpose only (the "Proposed Change of Company Name").

   Reasons for the Proposed Change of Company Name

   
   

   The Group is principally engaged in manufacturing and trading of diodes, electronic manufacturing services, and manufacturing of telecom and radio frequency devices, plastic components and wires. The Group has planned to expand its business operation and coverage by providing system integration service and smart manufacturing solutions to electronics manufacturers. The Board considers that the Proposed Change of Company Name may better reflect the change of Company status and provide the Company with a new corporate image and identity.

   
   

   The Board believes that the Proposed Change of Company Name will benefit the Company's future business development and is in the best interests of the Company and the Shareholders as a whole.

   
   

   Conditions for the Proposed Change of Company Name

   
   

   The Proposed Change of Company Name is subject to the following conditions having been satisfied:

   
   

2. the passing of a special resolution by the Shareholders at the SGM to approve the Proposed Change of Company Name; and

   
   

3. the Registrar of Companies in Bermuda approving the Proposed Change of Company Name.




Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will become effective from the date of entry of the new English name of the Company and the date of entry of the new Chinese secondary name of the Company, in each case, on the register maintained by the Registrar of Companies in Bermuda. Upon taking effect of the Proposed Change of Company Name and the receipt of the Certificate of Incorporation on Change of Name and the Certificate of Secondary Name, the Company will then carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

Effects of the Proposed Change of Company Name




The Proposed Change of Company Name will not affect any rights of the existing holders of securities of the Company or the Company's daily business operation and its financial position. All the existing certificates of securities of the Company in issue bearing the existing name of the Company in English and, the existing Chinese name of the Company adopted for identification purpose only, will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities of the Company and will continue to be valid for trading, settlement, registration and delivery for the same number of securities of the Company in the new English name and the secondary name of the Company. Accordingly, there will not be any arrangement for free exchange of the existing certificates of the securities of the Company for new share certificates bearing the new English name and the secondary name of the Company. Once the Proposed Change of Company Name has become effective, any new certificates of the securities of the Company will be issued in the new English name and secondary name of the Company.




In addition, subject to the confirmation by the Stock Exchange, the English stock short name and the Chinese stock short name for trading of the shares of the Company will also be changed after the Proposed Change of Company Name has become effective.




General




The SGM will be convened and a special resolution will be proposed for the Shareholders to consider and, if thought fit, approve the Proposed Change of Company Name. A circular containing, among other matters, details of the proposed Change of Company Name, together with a notice of SGM and the related proxy form, will be despatched to the Shareholders as soon as practicable.




As no Shareholders have a material interest in the Proposed Change of Company Name, no Shareholders will be required to abstain from voting on the resolution to approve the Proposed Change of Company Name.




Further announcement(s) will be made by the Company in relation to the results of the SGM, the effective date of the Proposed Change of Company Name and the new stock short name for trading in the shares of the Company as and when appropriate.




4. CONTINUING CONNECTED TRANSACTIONS




On 23 December 2015 (after trading hours), the Company entered into the Framework Agreements with Hon Hai. The Framework Agreements consist of (1) the IT System Operation and Maintenance Framework Agreement, (2) the Build-Own-Operate and IT Project Framework Agreement, (3) the Procurement Framework Agreement and (4) the Sales Framework Agreement.