REASONS FOR THE ACQUISITION. The Group's principal activities include international ship chartering and ship owning. The Acquisition will enable the Group to continuously maintain a young and modern owned fleet of vessels to serve the growing needs of our customers. The Group currently owns one modern Capesize, one modern Panamax and eighteen modern grabs fitted Supramaxes including two Supramaxes which will be disposed by the Group later in 2008 as announced by the Company on 11 April 2008 and 16 April 2008. Taking into account all existing commitments to acquire and dispose of other vessels as announced by the Company previously, the Group will have additional nineteen newly built grabs fitted Supramaxes, two newly built Post-Panamaxes, two newly built Panamaxes and one second hand Handymax for delivery going forward, where three of which will be delivered in 2008, seven in 2009, seven in 2010, four in 2011, two in 2012 and one in 2013. The terms and conditions of the First Agreement and the Second Agreement have been agreed on normal commercial terms following arm's length negotiations. The Board considers such terms and conditions are fair and reasonable and in the best interests of the Company and its shareholders as a whole. The Company believes it is an opportune moment during recent market situations to further expand its fleet of vessels in order to increase operating income for the Group.
REASONS FOR THE ACQUISITION. The Company is an investment holding company and its subsidiaries are principally engaged in gaming and entertainment related business carried out in Macau. Given the strong junket gaming business in Macau since the Group’s foray into that business in 2007, the performance of Xx. Xxx in the junket representative industry and the strong and healthy business relationship between the Group and Xx. Xxx over the years, the Directors consider taking a further interest in the junket representative business would be beneficial to the Group and also will further increase the Group’s revenue and profit. Accordingly, the Directors consider the terms of the New Acquisition Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LAWS OF HONG KONG AND THE LISTING RULES As covered by the legal opinion as the Macau law, Xxx Xxx is validly licensed to act as a gaming promoter (or junket) in Macau. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Sands Macao is licensed to operate junket business and gaming business by the relevant authorities in Macau. Shareholders should be aware that under the guidelines issued by the Stock Exchange in relation to “Gambling activities undertaken by listing applicants and/or listed issuers” dated 11 March 2003, should the Group directly or indirectly be engaged in gambling activities and operation of such gambling activities (i) fail to comply with the applicable laws in the areas where such activities operate and/or (ii) contravene the Gambling Ordinance, the Company or its business may be considered unsuitable for listing under Rule 18.04 of the Listing Rules, the Stock Exchange may direct the Company to take remedial action, and/or may suspend dealings in, or may cancel the listing of, the Shares. In relation to the prevention of the money laundering activities, as both Hou Wan and Sands Macao are respectively licensed to operate junket business and gaming business by the relevant authorities in Macau and the amount of bet/Rolling Turnover is properly registered by both Xxx Xxx and Sands Macao, their gaming activities and businesses are subject to stringent control and regulation of the Macau Government. As their activities are under the regulation of the Macau Government and covered by a local legal opinion (as to Hong Kong law) that the gaming promotion businesses carried out by Xxx Xxx do not contravene any appl...
REASONS FOR THE ACQUISITION. The Company specialises in the production and distribution of instant noodles, beverages and instant food in the PRC. In order to further the development of the Group on the basis of its current foundation, the Group intends to establish an operation headquarters in Shanghai to enhance the image of the Group, improve efficiency and to facilitate international contacts. Given Shanghai’s strategic location at the mouth of the Yangtse River Delta in East China and its being the commercial and financial centre of the PRC and rich in human resources, the Company considers that locating its operation headquarters in Shanghai would enable the Company to effectively consolidate its internal and external resources, promote administrative efficiency, enhance the hiring of talents and their nurture, and strengthen the Group’s leading position in product developments. The Project is close to the most important and newest commercial area in Shanghai, the Hongqiao Commercial Area, which is served by the largest transportation hub in Asia (international airport, high-speed and metro railways). The location provides closer ties both domestically and overseas, as well as savings on transportation costs and will be beneficial to the Group’s primary operation in the PRC, and its vision on the rest of the world. In addition, the Project has a complete layout, comprising offices, research and development centre, education and training centre and related amenities in executive catering and accommodation, with adequate space planning and a high standard of architectural design, it is a rare project in Shanghai that meets the requirements as the Group’s new operation headquarters and suitable for the long-term plan of the Group The Project comprises four office and commercial blocks and amenity facilities. The Company intends to initially use Block A and B of the Project as offices for its operation headquarters. Block C of the Project will be used by the Group for the overall research on and supervision of, food safety and certain other functions of the research and development division of the Group. Block D of the Project will initially be used by the Group for executive accommodation and may be converted into further office space in the future in accordance with the operational requirements of the Group. The Company intends to hold the Project for its own use and has no current plan to resell any part of the Project. The Company may consider leasing out surplus part of the Pro...
REASONS FOR THE ACQUISITION. The Group is principally engaged in the businesses of leveraged foreign exchange trading, securities broking, commodities broking, corporate financial advisory, asset management, bullion and precious metal trading, and personal financial planning services in Hong Kong. In view of the facts that (i) Cosmos is one of the two licensed foreign exchange brokerage houses in Taiwan, (ii) Cosmos has been carrying out the businesses of foreign exchange brokerage since May 1998, (iii) Cosmos reported net profits (both before and after taxation) for the past two financial years, and (iv) the Group intends to develop its business in the Greater China Region, the Directors consider that the Acquisition provides the Group with a good opportunity to develop its business operations in Taiwan and to enhance its overall competitiveness in foreign exchange brokerage business by attracting more clients in Taiwan. The Directors (including the independent non-executive Directors) consider that the terms in respect of the Acquisition are on normal commercial terms, in the ordinary and usual course of business of the Group and fair and reasonable so far as the Independent Shareholders are concerned.
REASONS FOR THE ACQUISITION. The Group is principally engaged in the manufacturing and trading of electrical and electronic products mainly in North America
REASONS FOR THE ACQUISITION. The Group is principally engaged in (i) trading business (including the trading of computer and peripheral products and electronics products), and (ii) financial services business (including securities brokerage business, advisory services business and money lending business). The Group has been actively searching for business opportunities to diversify its business with a view to exploit new business opportunities from time to time, to diversify and broaden revenue sources of the Group and to generate tremendous returns and long-term value for Shareholders, increasing Shareholders’ return. In view of the financial performance of the Target Companies and the Consideration under the Share Transfer Agreement, the Directors consider that the Acquisition represents a good opportunity for the Group to utilize its available capital to generate returns, enabling the Group to tap into the trading of frozen products for a diversified stream of income. Further, the Directors consider that the Acquisition will contribute positively to the financial performance and will enlarge and diversify the income sources of the Group. The Directors are of the view that the terms of the Share Transfer Agreement are fair and reasonable and are on normal commercial terms and the entering into of the Share Transfer Agreement is in the interest of the Company and the Shareholders as a whole.
REASONS FOR THE ACQUISITION. The principal activities of the Group consist of the marketing and distribution of electronic components, and the design, development and sale of electronic products.
REASONS FOR THE ACQUISITION. The Group is principally engaged in property trading and investment, property development, treasury investments and hotel operation. The Company had unveiled in December 2013 a new corporate strategy under which it would develop and manage a portfolio of Real Estate Investment Trusts beginning with two companies trading in the United States, including GMR. The Directors consider that the Acquisition represents a good investment opportunity and believe that the Group will benefit from the stable and attractive rental income and anticipated appreciation in value of the Property while building the Group’s portfolio of medical investment properties in the United States. The Directors believe that the terms of the Agreement are on normal commercial terms, and are fair and reasonable so far as the Company and the Shareholders are concerned, and that the term of the Agreement is in the interest of the Company and the Shareholders as a whole. The Group may finance the funding requirements for the Acquisition by internal resources and corporate banking facilities or from other sources as deemed appropriate by the Board from time to time. It is expected that the Acquisition will be funded by approximately US$6 million in cash and the remaining US$15.7 million by bank borrowing. LISTING RULES IMPLICATIONS As the applicable percentage calculated according to Rule 14.07 of the Listing Rules exceeds 5% but is less than 25%, the Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
REASONS FOR THE ACQUISITION. The Company is an investment holding company and its subsidiaries are principally engaged in environmental protection and solid waste treatment in the PRC. The Directors are of the view that the Acquisition provides the Group with a good investment opportunity to expand its business and believe that the Acquisition may yield satisfactory economic return. The Directors (including the independent non-executive Directors) consider that the terms of the Share Purchase Agreement and the transactions contemplated thereunder are entered into in the ordinary and usual course of business of the Group and on normal commercial terms, are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. Since Completion is subject to the fulfilment and/or waiver (as the case may be) of the conditions under the Share Purchase Agreement, the Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. IMPLICATIONS OF THE LISTING RULES As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition are more than 5% but all are less than 25%, the Acquisition and the transactions (including the full exercise of the Call Option) contemplated thereunder constitute discloseable transaction for the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
REASONS FOR THE ACQUISITION. Mayor, its ultimate beneficial owner and business associates have extensive experience in investing healthcare businesses in the Greater China Region. Their expertise are the key drivers for Mayor to continue to explore and capture relevant projects with immense potential in the region. The terms of the Agreement, including the consideration, were determined on arm’s length negotiations between the Company and GCP with reference to the business and expertise of Mayor, the net assets value of Mayor and prospects of the Group. The Board considers that the terms of the Agreement and the issue of the Consideration Share Options and the Option Shares are on normal commercial terms and are fair and reasonable and in the interest of the Company and the Shareholders as a whole. As none of the Directors has material interest in the Acquisition, no director is required to abstain from voting on the resolutions of the Board approving the Acquisition.
