REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Board believes that through establishing the Brand Management Company and opening extensive chain stores in the PRC, the Group can further consolidate the distribution channels of its products and seize huge opportunities in the fast-growing healthcare market in the PRC. The Board considers that the Cooperation Agreement is on normal commercial terms and the terms thereof are fair and reasonable and the transactions contemplated thereunder are in the interest of the Company and its shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The provision of higher education service is the principal business of the Group, in particular, the Relevant IT Majors. Further, taking into account that (i) the land acquisition and campus construction of the School Project are responsible by Fujian Jiantou, (ii) our Group has been authorized to use Xianyou campus to recruit students for the Relevant IT Majors until the new vocational college has been set up, (iii) the Company has been granted the Call Option to acquire the entire equity interest in the Project Company upon completion of the campus construction and the Exercise Price shall be determined in accordance with an independent valuation at that time, and (iv) the Putian Government offers preferential supportive policies, the School Project provides the Group a great development opportunity to expand our tertiary education services to the Fujian Province. The Directors (including the independent non-executive Directors) consider that the terms of the Cooperation Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole. As none of the Directors has a material interest in the Cooperation Agreement and the transactions contemplated thereunder, no Director is required to abstain from voting on the Board resolution(s) approving the transaction. LISTING RULES IMPLICATIONS Pursuant to Rule 14.74(1) of the Listing Rules, given the exercise of the Call Option is not at the discretion of Dalian Education, the transaction contemplated under the Cooperation Agreement shall be classified as if the Call Option had been exercised. The Xxxxxxx Money shall be regarded as the premium in relation to the grant of Call Option. However, as the highest possible monetary value of the Exercise Price is not known at the time of the grant of the Call Option, the grant of the Call Option will be classified as a major transaction for the Company pursuant to Rule 14.76(1) of the Listing Rules and is therefore subject to the reporting, announcement and shareholders’ approval requirement under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, written shareholders’ approval may be accepted in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Company was to convene a general meeting for the approval of the grant of Call Option; and (b) a written approval has been obtained from a Sharehold...
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Group mainly engages in property development and has been adopting the strategy to develop properties in high growth regions in the PRC. The Target Company has potential land resources in Nanchang where the Group has successfully built up its presence. The Directors are of the view that this cooperation will further strengthen the advantage of the Group in Nanchang, which will in turn facilitate the development of the Group. The Directors (including the independent non-executive Directors) consider that the terms of the Coorporation Agreement are on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Group is principally engaged in the development, sale, lease, investment and management of properties and assets management. The Group has been deeply involved in the Xi’an market and through this transaction, each of Xi’an Mao On and Xxxxxxx Xxxxxxx would benefit from the cooperation in order to exert their strengths, generate synergistic effect and enhance their investment portfolio in the property market in the PRC, which would improve the capital efficiency and effectiveness and reduce the investment risks and thus a greater return could be created for the Shareholders. The terms of the Cooperation Agreement have been arrived at after arm’s length negotiations between the parties. The Directors (including the independent non-executive Directors) have confirmed that the terms of the Cooperation Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better and in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Group is principally engaged in the development, sale, lease, investment and management of properties and assets management. The purpose of establishing the JV Company is mainly in line with the subsequent launch of the ABS Scheme, which aims to revitalize the stock asset by converting fixed assets into cash assets with higher liquidity through the process of securitizing the Company's assets. The terms of the Cooperation Agreement have been arrived at after arm’s length negotiations between the parties. The Directors (including the independent non-executive Directors) have confirmed that the terms of the Cooperation Agreement and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better and in the interests of the Company and its Shareholders as a whole. PARTICULARS OF THE PARTIES Shenzhen Merchants, a company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company, is principally engaged in investment holding. Shenzhen Xxxx Xxxxxx, a company established in the PRC with limited liability, is principally engaged in investment management, and its ultimate beneficial owner is Ping An Insurance (Group) Company of China, Ltd. and the A shares of which are listed on the Shanghai Stock Exchange (stock code: 601318) and the H shares of which are listed on the Stock Exchange (stock code: 02318).
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Group has been actively developing its environmental protection business in the current financial year and has witnessed continuous growth in this business segment since the acquisition of Shanxi Jinxin Keyuan Environmental Protection Science and Technology Company Limited （山西晉新科源環保科技有限公司）in March 2021. The biomass direct-fired and gasified power generation technology adopted by the Complete Equipment Systems of Power Generation is an environmental-friendly power generation technology under rapid development and scalable application both at home and abroad. Utilizing surplus biomass in agriculture and forestry as fuels and equipped with complete combination of professional biomass gasifiers and gas-fired boilers, it can achieve high efficient combustion of biomass energy and power generation. Leveraging on the environmental friendliness, low cost, carbon neutrality and other characteristics of biomass energy and supported by national and overseas policies on advocating the development of green and recyclable energy and encouraging the clean and high-efficient use of biomass, it can achieve the long-term target on reducing pollution and carbon emissions and facilitate in maintaining environmental sustainability. The Board is of the view that, through entering into the Cooperation Agreement, the Group and CSNE can fully utilise the resources, network and professional expertise of each other to engage in integrated cooperation, provide different overseas customers with suitable technology and equipment solutions and enable them to align with local policies and initiatives on green and environmental protection. This will in turn xxxxxx the development of a mutually beneficial customer-end market. In particular, with the implementation of projects under this business cooperation model, it will consolidate the Group’s strength in and create synergy effect with its environmental protection business and boost the business and revenue growth in the Group’s environmental protection segment in the long run. The Board is of the view that the terms of the Cooperation Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. With the increasingly fierce market competition and the introduction of policies and measures of the PRC pharmaceutical industry, the pharmaceutical sector will inevitably go through structural transformations and upgrade from its existing strength of a manufacturing base to a promising strategic market and efficient research and development center. The implementation of a mixed-ownership reform is an important strategic priority for Research Institute and will introduce a strategic investor with extensive experiences in the pharmaceutical value chain and investments in the PRC pharmaceutical markets. The capital injection of RMB1,004,000,000 (equivalent of approximately HK$1,167,441,860) from China Merchants Tianhe will assist Research Institute in enhancing and accelerating the development of its research and development product pipeline, and also establish a fully integrated platform covering the entire value chain from pharmaceutical research and development to manufacturing and commercialisation. Following the completion of the mixed-ownership reform, Research Institute is committed to taking the leading role in PRC pharmaceutical industry and intends to capitalise on its strengths to pursue the following business strategies: • materialise the commercialisation of research and development and establish a value- added research industry chain so as to become an innovation-driven pharmaceutical enterprise; • strengthen product mix enrichment with focusing on innovative pharmaceutical products including new small-molecule anticoagulant drugs, new endocrine-related drugs, new oncology drugs and specialty preparations; • integrate research and development technical service in the areas of consistency assessment for generics drugs, further development of traditional Chinese medicine, non-clinical evaluation and clinical research services for innovative pharmaceutical products so as to establish the market presence in the PRC pharmaceutical research and development industry; • promote international collaboration for innovative pharmaceutical achievement and development of the great healthcare business. The Directors consider that the Disposal would allow Research Institute to expand its operations and deliver sustainable growth in the future. The Directors are of the view that the Disposal is on normal commercial terms and the terms of the Cooperation Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Group has established an experienced team and a good reputation and has a wide range of synergistic resources through providing planning and promotion as well as integration of resources and marketing services to a number of domestic and foreign companies in Mainland China. The cooperation with the CGCC further acknowledge the capabilities and experience of the Group and the team. The Group believes this is an extraordinary opportunity to expand its market share. At the same time, the Group and the CGCC will be able to mobilize their respective advantageous resources, generate synergies, empower future development and create values. Based on the above reasons and benefits, the Directors are of the view that the entering into of the Cooperation Agreement is in line with the business of the Group and is in the interests of the Company and its shareholders as a whole. By order of the Board Creative China Holdings Limited Xxxxxx Xxxx Xxxx Chairman & Executive Director Hong Kong, 20 July 2020 As at the date of this announcement, the Board comprises Mr. Philip Xxxx Xxxx and Xx. Xxxx Xxxxxxxx as executive directors; Xx. Xxxx Shiyuan, Mr. Ge Xuyu and Xx. Xxxx Xxxx as non-executive directors; and Ms. Fu Yuehong, Xx. Xxx Xxx Xxxx and Xx. Xxx Song Xxxxx as independent non-executive directors. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on GEM website at xxx.xxxxx.xxx on the “Latest Company Announcements” page for at least seven days from the date of its publication and will be published on the website of the Company at xxx.xxxxxxxxx.xxx
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Group is principally engaged in the designing, marketing and selling of intimate wear products in the PRC. Tencent is a company incorporated in the PRC wholly-owned by Tencent Holdings Limited which in turn is a leading provider of internet value added services in the PRC and listed on the Stock Exchange (stock code: 0700). Its services include, for example, the mobile application “WeChat”. The Board believes that developments such as those set out above would provide consumers with new, interesting, efficient and customer-oriented digitized shopping experience, and improve the quality of services with a view to improve sales of retail stores. The Group will continue to make use of advanced technology to set up IT retail stores in the future. The Directors are of the view that the terms of the Cooperation Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE COOPERATION AGREEMENT. The Board considers that by entering into the Cooperation Agreement, it will provide more financing sources to the Company, accelerate the development of the projects of the Company and enable the Company to cooperate with China Create in exploring more projects in the future. The transactions contemplated under the Cooperation Agreement do not constitute notifiable transactions of the Company for the purpose of Chapter 14 of the Listing Rules. By Order of the Board China Ruifeng Renewable Energy Holdings Limited Xx Xxxxxxxx Chairman Hong Kong, 25 July 2014
