REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Company expects that the Capital Increase will align the interests of the Subscribers (being the current senior management team of the Group’s household electrical appliances business) and the Group, as well as better integrate the Group’s resources and enhance synergies, so as to collectively achieve better development goals. The Directors (including the independent non-executive Directors) consider that the Capital Increase, albeit not in the ordinary and usual course of business of the Company, the terms of the Capital Increase Agreement are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. No Director has any material interest in the Capital Increase Agreement or the transactions contemplated thereunder or is required to abstain from voting on the resolutions of the Board approving the Capital Increase Agreement and the transactions contemplated thereunder. IMPLICATIONS UNDER THE LISTING RULES Each of Mr. Xxx Xxx, Mr. Xxxx Xxxxxxxx, Xx. Xxx Xxxx and Xx. Xx Xx is a director of certain indirect non-wholly owned subsidiary(ies) of the Company. In addition, Mr. Xxx Xxx also holds approximately 62.5% equity interest in 北 京 樂 鵬 德 泰 投 資 有 限 公 司 (Beijing Le Xxxx Xx Xxx Investment Company Limited*), which in turn holds 40% equity interest in 慧 聰 （天津）電子商務產業投資有限公司 (Huicong (Tianjin) E-Commerce Investment Company Limited*), an indirect non-wholly owned subsidiary of the Company. Each of Mr. Xxx Xxx, Mr. Xxxx Xxxxxxxx, Xx. Xxx Xxxx and Xx. Xx Xx is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Capital Increase Agreement constitute a connected transaction of the Company under the Listing Rules. Given that upon completion of the Capital Increase, the equity interest held by Shenzhen Xxxx Xxxxxxx and Beijing Huicong Interconnection collectively in Guangzhou Huicong will decrease from 100% to approximately 60.00%, the transactions contemplated under the Capital Increase Agreement constitute a deemed disposal of 40.00% equity interest in Guangzhou Huicong by the Group. As more than one of the applicable percentage ratios in respect of the Capital Increase Agreement exceed 0.1% but are all less than 5%, the transactions contemplated under the Capital Increase Agreement are subject to the reporting and announcement requirement but exempt from independent Shareholders’ approval and circular requirements und...
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The JV Company is a company incorporated in Hong Kong with limited liability on 1 March 2012. The JV Company will co-operate with Asia-Pacific Satellite Television Co., Ltd. to open up a healthcare satellite TV channel to introduce the Chinese Medicine culture and the history of Beijing "Tong Xxx Xxxx" Chinese Medicine; introduce the knowledge of Chinese Medicine; and promote the "Tong Xxx Xxxx" brand and the healthcare concept. The terms of the Capital Increase Agreement have been arrived at after arm’s length negotiations between the parties. The Company is of the view that the Capital Increase will provide the JV Company with sufficient fund to develop its business activities and make suitable acquisitions and expansion in the future when and appropriate and necessary. Given that the JV Company is a subsidiary of the Company, should the JV Company become profitable in future, it will generate higher returns to the Group. The Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Increase Agreement (i) have been negotiated on an arm’s length basis; (ii) will be conducted on normal commercial terms; and (iii) are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. Reasons for the transaction As at the date of this announcement, the JV Company has a fully paid-up registered capital of RMB 1 billion. It is owned as to 60% by Inspur Group, 20% by Inspur Software, and 20% by Inspur General, respectively. The JV Company is a licensed financial company with its financial license* (金融許可證) issued by the PRC Banking and Insurance Regulatory Commission Shandong Bureau* (中國銀行保險監督管理委員會山東局). The JV Company is authorized with basic business qualifications* (基礎業務資質) to provide financial services such as deposits, loans, fund settlements, and guarantees. The JV Company has also been licensed with specialized business qualifications* (專項業務資質) to carry out services in interbank lending* (同業拆借) and handling and guaranteeing bills issued by other companies of the Group. According to the Administrative Measures for Enterprise Group Financial Companies*(《企業集團財務公司管理辦法》) of the Regulations of the PRC Banking and Insurance Regulatory Commission* (《中國銀行保險監督管理委員會規章》) and the guidance from relevant authorities, the JV Company must meet the requirement of registered capital in order to be authorized with more specialized business qualifications. Benefits of the transaction
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. Bailian Financial Services is a financial investment and operation platform of Bailian Group, and through the combination of technology and finance, integrates and builds a financial services company that integrates online and offline services and covers financial businesses such as consumption finance, payment, supply chain finance and wealth management so as to provide consumers and enterprises with multi-scenario financial service experiences. Meanwhile, it also continuously accumulates the technical capabilities to serve non-financial enterprises and cities to provide a wider range of financial and technology services for the whole society in order to enhance its financial value and platform value. The entering into of the Capital Increase Agreement and the Capital Increase contemplated thereunder will increase the liquidity of Bailian Financial Services to fund its business innovation and transformation. The continuous development of Bailian Financial Services will enhance the future investment return of the Company as well as support and promote the further development of e-commerce business of the Company. The Directors (including the independent non-executive Directors) consider that the terms of the Capital Increase Agreement are fair and reasonable and on normal commercial terms, and the Capital Increase contemplated thereunder, although not conducted in the ordinary and usual course of the business of the Company, is in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Company’s decision to further increase the capital of the Target Company is in line with the national policies of reform on state-owned enterprises-affiliated hospitals. Detailed information of the Target Medical Institutions is set out below: Medical Institution Grade/Class Location Actual Capacity of Beds China MCC 5 Group Co., Ltd. Hospital (中國五冶集團有限公司醫 院) Grade II Class A Chengdu, Sichuan 533 China MCC 19 Group Co., Ltd. Hospital (中國十九冶集團職工醫院) Grade II Class A Panzhihua, Sichuan 852 Minmetals Hanxing General Hospital (五礦邯邢職工總醫院) Grade II Class A Handan, Hebei 262 The Target Medical Institutions are located at relatively densely populated urban areas with geographical advantages. After the Target Medical Institutions being injected into the Target Company, the Group can further expand its national layout of the hospital business. In the future, the Group will further integrate medical resources and improve the overall operational efficiency and managerial capacity of the Target Medical Institutions, to establish their reputation in local areas for high-quality medical services. As a public company controlled by a stated-owned key enterprise with medical and health as its core business, the Company proactively responds to national policies, sticks to the philosophy of benefiting people’s livelihood with quality medical services, and makes great efforts to promote more acquisitions of state-owned enterprises-affiliated hospitals, actively building itself into a leading medical and health conglomerate. As Xx. Xxxxx Xxxxxx is the chairman and chief executive officer of CITIC Capital Holdings Limited, the holding company of CITIC Capital (Tianjin), and Xx. Xx Xxxxxxx is a director of China Minmetals Corporation, both of them have abstained from the voting to approve the transaction contemplated under the Capital Increase Agreement. The Directors (including the independent non-executive Directors, but excluding Xx. Xxxxx Xxxxxx and Xx. Xx Xxxxxxx) consider that further investment in the Target Company will enhance the long-term growth and value of the Group, strengthen the diversified healthcare service portfolio of the Group, and improve the Group’s core competitiveness. The Directors (excluding Xx. Xxxxx Xxxxxx and Xx. Xx Xxxxxxx) are also of the view that the terms of each of the Capital Increase Agreement are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The purpose of entering into Capital Increase Agreement is to raise funds for the construction of employee dormitories and supporting facilities to meet the needs of employee. The Capital Increase is beneficial to talent retention and attraction of the Company, supporting the sustainable development of the Company. As Xx. Xxx Xxx Xxxxx, Xx. Xxx Xxxx Xxxx and Xx Xx Xxx Xxx also act as directors of Hisense Holdings and/or its subsidiaries, they have abstained from voting on the resolutions for approving the transaction contemplated under the Capital Increase Agreement. Apart from the aforementioned Directors, none of the other Directors has or is deemed to have material interests in this connected transaction. The Directors (including the independent non-executive Directors) consider that the terms of the Capital Increase Agreement are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE HONG KONG LISTING RULES As at the date of this announcement, Hisense Visual is a subsidiary of Hisense Holdings and Hisense Holdings (through its indirect interest in the Company held by Hisense Air- conditioning and Hisense HK) is the controlling shareholder of the Company. Accordingly, Hisense Visual is a connected person of the Company. As Hisense Visual holds 100% of the equity interests in Hisense Intelligent Electronic, Hisense Intelligent Electronic is also a connected person of the Company according to the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Capital Increase Agreement is a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio for the transactions contemplated under the Capital Increase Agreement is more than 0.1% but less than 5%, the transaction contemplated under the Capital Increase Agreement is subject to the reporting and announcement requirements under Chapter 14A of the Hong Kong Listing Rules but is exempt from approval by the independent shareholders of the Company.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Directors believe that the Capital Increase provides the Group with a good investment opportunity in the Guangdong Province and it also provides an opportunity for the Group to increase the land bank for development. The Directors consider that the Capital Increase is in line with the business development strategy and planning of the Group. In view of the above, the Directors are of the view that the terms of the Capital Increase Agreement are fair and reasonable and the transactions contemplated under Capital Increase Agreement are in the interests of the Company and its shareholders as a whole. GEM LISTING RULES IMPLICATION As one or more of the applicable percentage ratios under Rule 19.07 of the GEM Listing Rules in respect of the transactions contemplated under the Capital Increase Agreement exceeds 5% but all are less than 25%, the Capital Increase constitutes a discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting and announcement requirements under the GEM Listing Rules.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Board, is optimistic about the future development and prospect of the digitalization and commercialization of intellectual properties engaged by the Target Company and is of the view that the Target Company will enrich the Group’s portfolio of the licensing of intellectual properties business. The Group immediately has access to their technical skill in the digitization of our intellectual properties and it also provides a good marketing platform. We expect an immediate transition of our existing scope of traditional licensing model into a digitized and technology driven licensing model and hence, expanding our scope of businesses. In addition, considering the Target Company’s demographic network and expertise in the PRC, it will be significantly beneficial to the Group’s future development and assist us to further develop and promote our intellectual properties and licensing businesses. Therefore, the Board believes that by providing liquidity for the Target Company through the Capital Increase, the Target Company can further expand its businesses and the Company can benefit from obtaining a greater control on the operation and businesses of Target Company. In view of the above, the Directors (including the independent non-executive Directors) are of the view that the Capital Increase Agreement has been entered into on normal commercial terms and are fair and reasonable and the transactions contemplated under Capital Increase Agreement are in the interests of the Company and the shareholders of the Company as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Group is actively exploring opportunities to expand its investment horizon and to enhance the investment return of the Group and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Company is confident in the macroeconomic development of the PRC and the outlook of the finance leases market, the Capital Increase is conducive to enhancing the capital strength of the Company and its capability to serve the real economy, which will lay a solid foundation for the Company’s business development. Since the first quarter of 2023, as the impact of the Covid-19 pandemic receded and the advance deployment of the economic stabilization policy by the government, China’s economy has continued to regain its momentum, with market confidence and expectations improving significantly along with the overall stable recovery of the economic operation. The Company is of the view that the Capital Increase will be conducive to enhancing the capital strength and financial services capability of FETJ, and will be further beneficial to the development of the real economy in a high quality and sustainable manner, as well as promoting new poles of profit growth for the Company. Meanwhile, as China’s economic development is approaching for a new pattern, the Company also observes the complex and severe internal and external situation, coupled with many uncertainties on both domestic and external financial environments. Therefore, the Company will continue to implement its business strategy of “emphasis on stability” and further optimize the capital structure and financial flexibility of the Group through the Capital Increase, and lower the Company’s sensitivity to short-term volatility in the capital market by introducing long-term equity capital to enhance its own liquidity safety level of the Company, thereby maintaining the stable credit rating and robust capital profile of the Company and safeguarding the stability and sustainability of its principal leasing business segment. Going forward, the Company believes that the Capital Increase is beneficial to fulfilling the development mission of “integrating global resources and promoting industry development” and the development strategy of “finance + industry” of the Company, which is in line with the development direction of the Company of “backed by the mainland and headquartered in Hong Kong with influence extended to reach Southeast Asia” and is beneficial to the continued exploitation of the market-oriented, internationalized and professional advantages of the Company. In view of the above, the Directors (including independent non-executive Directors) consider that the terms of the Capital Increase Agree...
