REASONS FOR AND BENEFITS OF THE DISPOSAL. Against the backdrop of the outbreak of Coronavirus Disease 2019 in the PRC at the beginning of 2020, demand for hydraulic press products has been further affected by the conditions and growth of the industries in which Tianjin Tianduan’s customers operate, particularly the cyclical industries, which are influenced by macroeconomic factors within the PRC, such as government policy initiatives and the levels of fixed asset investment. Although the sector showed signs of fast resumption in industrial activities after the coronavirus pandemic was contained in the PRC, it is expected that the growth of hydraulic press demand will be decelerated due to lingering economic uncertainty. Furthermore, the hydraulic press industry in the PRC is still intensely competitive and price sensitive. Tianjin Tianduan reported operating losses in last two years and has faced pricing and margin pressure from the impact of higher raw material costs and the sustained keen competition among local companies and domestic-based multinationals in the markets where it currently operates. Meanwhile, the volatility of relevant industries will expose Xxxxxxx Xxxxxxxx to uncertainty and potential instability with respect to its business performance and results of operations. It has been one of the Company’s business development strategies to make appropriate business decisions and adjustments according to the overall business environment. Considering the impact of cyclicality and market conditions in the hydraulic press industry in the PRC, the Directors believe that the Disposal may allow the Company to realise its investment in Tianjin Tianduan and further apply its resources for maintaining the existing businesses of the Group. As Xx. Xxxxxx Wing Yui, Xxxxxx, non-executive Director, is a consultant of Messrs. Xxx Xxxx Xxx & Lo which provides legal and professional services to the Company in respect of the Disposal, he has voluntarily abstained from voting on the resolutions of the Board approving the Equity Transfer Agreement and the Disposal. The Directors consider that, although the Equity Transfer Agreement and the Disposal are not in the ordinary and usual course of business of the Group, the terms of the Equity Transfer Agreement are fair and reasonable, and that the Disposal is on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE DISPOSAL. Having regard to the prevailing market conditions, the Directors consider that the Disposal provides a good opportunity for the Group to realise its investment and enhance the liquidity of the Group. The Directors consider that the Disposal is on normal commercial terms and that such terms are fair and reasonable and in the interests of the Company and its shareholders as a whole. INFORMATION OF THE COMPANY, THE PURCHASER AND THE VENDOR Information of the Company The Company is an investment holding company and its subsidiaries are principally engaged in the manufacture, assembly and sale of electronic watches and watch parts, trading of watch movements and watch parts, property development and investment and hotel operation. Information of the Purchaser The Purchaser is principally engaged in a range of securities trading activities and provision of investment services. Information of the Vendor The Vendor is an investment holding company. LISTING RULES IMPLICATIONS As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposal is higher than 25% but less than 75%, the Disposal constitutes a major transaction of the Company and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no shareholders of the Company or any of their respective associates have any material interest in the Disposal. As such, no shareholders of the Company would be required to abstain from voting under the Listing Rules if the Company were to convene a general meeting for the approval of such matters. The Company has a closely allied group of shareholders which together hold approximately 50.86 % of the total issued share capital of the Company as at the date of this announcement. Pursuant to Rule 14.44 of the Listing Rules, the Company will obtain a written approval from Americus Holdings Limited which held 250,813,276 shares in the Company as at the date of this announcement (representing approximately 24.70% of the issued share capital of the Company), and from Fenmore Investments Limited which held 265,701,618 shares in the Company as at the date of this announcement (representing approximately 26.16% of the issued share capital of the Company), for the approval of the Disposal. Americus Holdings Limited is a company wholly owned by Xx. Xxx Xxxx...
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Company is an investment holding company and the Group is principally engaged in resort and property development, property investment and investment holding. The Property was acquired by the Company as investment property at a total consideration of HK$47,148,000 in early 2016. The Directors believe that the total consideration of HK$63,000,000 for the Disposal will provide a satisfactory return to the Company, as compared to the carrying value of the Property of approximately HK$52,000,000 as at 30 June 2017. After the Disposal, the Group will continue to explore appropriate investment opportunities with higher return. On the basis of the foregoing, the Directors (including the independent non-executive Directors) are of the view that the terms of the Property Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Company is an investment holding company and the principal activities of its subsidiaries include construction and engineering, property investment, property development and operations, healthcare investment and car dealership. The Group has been investing in senior housing properties and related facilities in the U.S. since 2011. From time to time, the Group will rearrange the portfolio in order to enhance the overall performance of the Group’s elderly housing investments. Having considered a wide range of factors, including but not limited to, the local economy and demographics, the market supply and demand of elderly housing services, the upside potential and the current physical conditions of the Properties, the Group decides to dispose of the Target Companies which hold the Properties and reallocate the resources to the Group’s other healthcare related investments. In particular, as Xxxxxx House may require additional capital investment by the Purchaser, a flexible payment schedule for the portion of the Consideration relating to NC4 Xxxxxx, LLC, which holds Xxxxxx House (as described in the paragraph headed “Consideration and payment terms” under the section headed “The Agreement” above), has been agreed with the Purchaser. Having considered that (i) the Consideration is higher than the selling price indication obtained from an independent property broker in respect of the Properties of approximately US$38.0 million (equivalent to approximately HK$296.4 million); (ii) the Group is expected to realise an estimated gain from the Disposal as disclosed in the section headed “Financial effects of the Disposal” above; and (iii) the purchase price of NC4 Xxxxxx, LLC represents only a small portion of the total Consideration and the deferred payments after Completion are evidenced by a promissory note which is secured by the Xxxxxx House Deed of Trust and a guaranty, the Directors are of the view that the terms of the Agreement (including the Consideration and payment terms) are on normal commercial terms and fair and reasonable, and the Disposal represents an attractive opportunity for the Group to realise its investments in the Properties which is in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Property was acquired by the Group through the Target in early 2018. The principal asset of the Target is the Property. The Property has been held as an investment property of the Group for rental income. The Company undertakes strategic review of the Group’s assets from time to time. Having regard to the prevailing market conditions, the Directors are of the view that the Disposal provides an opportunity for the Group to realise a capital gain and generate additional working capital for the Group. In view of the above, the Directors consider that the terms of the Agreement (including the consideration) are normal commercial terms and are fair and reasonable, and that the Disposal is in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE DISPOSAL. With a view to further concentrate resources on its core businesses, the Group has been reducing its investments in non-core businesses gradually. The principal businesses of Heavenly Palace, which focus on production and sale of pure water and bottled mineral water and investment holding, are non-core businesses that do not complement the core businesses of the Group. Furthermore, Heavenly Palace reported operating losses for some years without clear potential for significant improvement on its performance in the coming years. The Company believes that the Disposal has provided an excellent opportunity for it to realise its investment in the relevant non-core businesses and may enhance the operational efficiency of the assets of the Group, which is in line with the strategic deployment of resources and the actual needs for operational development of the Group. None of the Directors have a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder. In view of good corporate governance practices, Xx. Xxxx Xxxxxxx and Mr. Xxxx Xxxxxx, who are also directors of Tsinlien and Tianjin Tsinlien Investment Holdings Co., Ltd. ( 天 津 津 聯 投 資 控 股 有 限 公 司 ), the holding company of Tianjin Bohai, abstained from voting on the resolutions of the Board approving the Equity Transfer Agreement and the transactions contemplated thereunder. The Directors (other than the independent non-executive Directors whose views will be given after taking into account the independent advice from the Independent Financial Adviser) consider that, although the Equity Transfer Agreement and the transactions contemplated thereunder are not in the ordinary and usual course of business of the Group, the terms of the Equity Transfer Agreement are fair and reasonable and the transactions contemplated under the Equity Transfer Agreement are on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Board considers that the online media advertising agency business operated by Xxxx Media is not the core business that the Group is focusing on. The disposal of Xxxx Media will allow the Group to concentrate its financial and management resources on its core business, hence would effectively reduce the Group’s operating risks outside its main business. The Directors (including the independent non-executive Directors but excluding Xx. Xxx who has abstained from voting in the Board), are of the view that the terms of the Equity Transfer Agreement are fair and reasonable and the transaction contemplated thereunder is on normal commercial terms or better and is in the interests of the Company and its shareholders as a whole. FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS Upon completion of the Disposal, Xxxx Media will cease to be a subsidiary of the Company and the Group will cease to have any interest in Xxxx Media. The financial results of Xxxx Media will no longer be consolidated into the financial statements of the Group. With reference to the net assets of Xxxx Media of approximately RMB57.9 million as at 30 April 2021, the Group is expected to record a net gain of approximately RMB10.3 million from the Disposal after deducting expenses in relation to the Disposal. The actual gain or loss from the Disposal may be different from the above and subject to the review and final audit by the Company’s auditor. It is expected that the net proceeds from the Disposal will be used for re-investment for other potential investments and/or business opportunities that may arise and as general working capital of the Group. INFORMATION OF THE PARTIES The Group The Company is a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (i) the construction and operation of B2B e-commerce platforms for the trading of, among others, consumer goods, agricultural products, chemicals, plastic raw materials, and black and non-ferrous metals; and (ii) the provision of related services such as finance, logistics, cross-border trading, warehousing and supply chain management in the PRC. The Group is also engaged in the development and operation of large-scale, consumer product-focused wholesale shopping malls in the PRC. The Purchaser Xxxx Venture is a company established under the laws of the PRC with limited liability and principally engages in the ...
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Property was acquired by the Group and is currently leased to an Independent Third Party. The Disposal represents the Group’s commitment to its non-core asset disposal plan so as to enable the Group to reallocate more financial resources on capital structure enhancement and/or for general corporate purpose of the Group. The gross proceeds and net proceeds from the Disposal amount to approximately HK$8,200,000 and HK$8,192,500, respectively. The net proceeds from the Disposal are intended to be applied towards repayment of bank loans and/or as general working capital of the Group.
REASONS FOR AND BENEFITS OF THE DISPOSAL. The business environment for the hotel businesses engaged by Shanghai Skyway has been competitive in recent years. Shanghai Skyway had recorded negative operating results for the financial year ended 31 December 2015. In this connection, the Board has been reviewing the operations of Shanghai Skyway whose performance has adversely affected the financial performance of the Group as a whole. In view of this, the Board considers it beneficial for the Group to dispose of a business with limited growth prospect and reallocate the Group’s resources to focus on the existing businesses and future business opportunities with higher growth potential. Having regard to the reasons for and benefits of the Disposal, the Board (including the independent non-executive Directors) are of the view that the terms of the Equity Transfer Agreement, which have been reached after arm’s length negotiations between the parties, are fair and reasonable, and the Disposal is on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Group is principally engaged in the design, develop, produce, market and distribute leisure sportswear products, including footwear and apparel, under the Meike brand. The Board considers that the recent financial performance of the Target Company has not been satisfactory as it experienced a drop in turnover and recorded a net loss (both before taxation and after taxation) for the financial year ended 31 December 2014 and period ended 30 June 2015. Given the above reasons and the estimated gain on disposal of approximately HK0.9 million, the Directors are of the view that the Disposal represents a good opportunity for the Group to reduce the costs and overall losses for the Group, which is expected to increase the Shareholders’ value and benefit the Company and the Shareholders as a whole. The Directors consider that the terms of the Disposal are fair and reasonable and in the interests of the Vendors and the Shareholders as a whole.
