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.
寶峰時尚國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1121)This is a voluntary announcement made by Baofeng Modern International Holdings Company Limited (the "Company", together with its subsidiaries, the "Group") for keeping the shareholders of the Company and the potential investors informed of the latest business development of the Company.
The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that on 22 January 2016, the Company and Bluestone Technologies (Cayman) Limited ("Bluestone") entered into the agreement of cooperation on technology development (the "Cooperation Agreement") in relation to the cooperation for the development of graphene-based material technology and its application technology (excluding graphene-based touch panels and graphene- based flexible displays).
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Bluestone and its ultimate beneficial owner are third parties independent of and not connected with the Company and its connected persons (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited). Bluestone is the holder of the convertible bonds issued by the Company in the principal amount of HK$110,880,000 on 16 December 2015.
The brief details of the Cooperation Agreement are summarised as follows:
(2) Bluestone.
The technology development cooperation will include research and development of new materials, new products and new manufacturing technique, and trial production of samples and prototypes in relation to the scope of technology development cooperation.
During the term of the Cooperation Agreement, Bluestone shall, without costs, arrange sufficient research and development engineers to the Company's location or other places designated by the Company to commence research and development work and provide the required technological guidance in order to ensure smooth commencement of technology development work. Moreover, Bluestone shall ensure there are sufficient research and development engineers to support the technology development work. During the course of the research and development, if a party considers it is necessary for the other party to provide technological support or guidance, the other party shall cooperate.
The Company shall provide equipment, testing instruments, research and development site and raw materials for experiments which are necessary for the technology development cooperation without costs. The Company shall also provide raw materials for making prototypes and samples to customers and other raw materials necessary for the technology development without costs.
All technology, intellectual property and results of research and development jointly developed by the Company and Bluestone (including but not limited to patents, business secrets, manufacturing technique and technological methodologies, etc) shall belong to the Company.
Bluestone shall have the right to use, without costs, the new technology jointly developed by the Company and Bluestone by utilising the two invention patent applications relating to graphene deodorizing and sterilizing chips under the licensing agreement dated 16 December 2015 between the Company and Bluestone in any products other than shoes, clothes and other wearable devices.
Under arrangement of or with consent of the Company, Bluestone shall also have the right to use, all new technology, intellectual property and results of research and development jointly developed by the Company and Bluestone without costs on any business which is not in competition and has no possibility to constitute competition with the businesses operated by any member of the Group from time to time or similar businesses.
For research and development results not jointly developed by the Company and Bluestone, the party which developed the technology on its own may solely apply for patent registration.
The Group is principally engaged in the manufacture of slippers for OEM customers and design and manufacture of slippers under its own brands of Boree and Baofeng.
Bluestone and its subsidiary are principally engaged in the research and development of manufacturing and application technology of graphene material on flexible touch panels, disinfection applications, graphene ink and energy storage materials like batteries. Bluestone and its subsidiary have four years of experience on the research and development of manufacturing and application technology of graphene material.
By entering into the Cooperation Agreement, the Company can cooperate with Bluestone and its subsidiary to develop new graphene-based material technology which can be applied to the existing businesses and products of the Group and/or used to develop new businesses or products with growth potential and benefits to the long term prospect of the Group.
For the above reasons, the Board is of the view that entering into the Cooperation Agreement is in the interests of the Company and its shareholders as a whole.
By Order of the Board
Baofeng Modern International Holdings Company Limited Zheng JingdongChairman
Hong Kong, 22 January 2016
As at the date of this announcement, the executive Directors are Mr. Zheng Jingdong and Mr. Leung Tsz Chung; the non-executive Directors are Ms. Lin Weihuan and Mr. Chan Chak Chak Daniel; and the independent non-executive Directors are Ms. An Na, Mr. Chen Shaohua and Professor Zhao Jinbao.
Baofeng Modern International Holdings Company Limited issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 10:49:49 UTC
Original Document: http://baofengmodern.todayir.com/attachment/2016012218320200002417442_en.pdf
