REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT. The implementation of the Capital Increase Agreement and capital increase by the Company and CDC to Datang Nuclear Company can further increase the capital adequacy ratio of Datang Nuclear Company, hence satisfying the capital needs for investment projects of Datang Nuclear Company, enhancing the strength of the principal business of Datang Nuclear Company, reinforcing its capacity to withstand risk, effectively advancing relevant construction of nuclear projects and development of preliminary projects, so as to maximize shareholders’ interests. The Directors (including independent non-executive Directors) are of the view that the Capital Increase Agreement is entered into on normal commercial terms and the terms thereof are fair and reasonable and in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT. The operation and development of Datang Finance Leasing Company is currently stable, however the development and the external financing capabilities of Datang Finance Leasing Company will be limited by low capital, which will impact the capital efficiency and the shareholder’s return. Thus, the increase in capital of Datang Finance Leasing Company will elevate its asset size and financing ability, enhance its growth potential and competitiveness, and enables the Company to obtain a better return on investment. The Directors (including the independent non-executive Directors) are of the view that the relevant terms of the Capital Increase Agreement are normal commercial terms and the transaction is fair and reasonable, and is in the interest of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT. The apple plantation area of the Target Company has been expanded rapidly recently. Currently, it has over four thousand mu apple plantation area in Luoning County, Henan Province, the PRC. It is expected that the proceeds from the Contributions will help fund the Target Company for the construction of new projects and daily operations, which, in turn, will allow the Group to expand the scale of its agricultural business. The Directors (including the independent non-executive Directors) are of the view that the Proposed Capital Increase is in the interests of the Group and the Shareholders as a whole and the terms of the Capital Increase Agreement and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable. INFORMATION ON THE PARTIES TO THE CAPITAL INCREASE AGREEMENT The Group is principally engaged in the manufacture and sale of fruit juice concentrate and related products and plantation and sale of apples and other fruits and production and sale of feed. Shaanxi Chaoyue is a non-wholly owned subsidiary of the Company. It is principally engaged in the plantation and sale of apples and other fruits. Henan Fund is a partnership with limited liability established in the PRC with the approval of the people’s government of the Henan Province. Henan Fund is principally engaged in investment related to the development and poverty alleviation of Henan Province, the PRC. Luoning Yongfeng is wholly-owned by Luoning County Finance Bureau (洛寧縣財政局) and is principally engaged in development and investment in agriculture in Luoning County, Luoyang City, Henan Province, the PRC. INFORMATION ON THE TARGET COMPANY As at the date of this announcement, the Target Company is a non-wholly owned subsidiary of Shaanxi Chaoyue. The Target Company is principally engaged plantation and sale of apples. The unaudited financial information of the Target Company for the year ended 31 December 2018 and 31 December 2019 is set out below: For the year ended 31 December 2018 For the year ended 31 December 2019 (RMB) (RMB) Profit/(Loss) Before Taxation 15,382,336.00 19,421,943.00 Profit/(Loss) After Taxation 14,100,161.00 14,197,189.00 FINANCIAL EFFECT OF THE CAPITAL INCREASE Upon the completion of the Proposed Capital Increase, Shaanxi Chaoyue’s equity interest in the Target Company will be diluted from 57.41% to approximately 50.03% and the Target Company will continue to be an indirect non-wholly owned subsidiary of the Company. As such, the ac...
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT. AND THE SUPPLEMENTAL AGREEMENT CIMC Qianhai will become a stable outsourced business partner of SOE, and to enhance its vessel delivery capacity. The Board believes that CIMC Qianhai will provide marine design services and bring business opportunities to SOE for liquefied gas carriers. Entering of the Capital Increase Agreement and the Supplemental Agreement will strengthen the vessel delivery capacity of SOE, and have synergistic effects to SOE’s business, so as to promote the market expansion of liquefied gas carriers. The Directors (including the Independent Non-executive Directors) believe that the terms of the transaction contemplated under the Capital Increase Agreement and the Supplemental Agreement are fair and reasonable; and the transaction contemplated under the Capital Increase Agreement and the Supplemental Agreement is on the normal commercial terms and in the interests of the Company and shareholders of the Company as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT. The entering into of the capital increase agreement will help the Company and Electric Control Company adapt to the development trend of smart coal mines, promote the transformation and upgrading of the coal industry, further improve the market-oriented system and mechanism, respond to challenges arising from industry competition, and implement the corporate development strategy of the Company, thereby helping Electric Control Company grow in scale, strength and quality and achieve long-term high-quality development. The Directors of the Company (including independent non-executive Directors) consider that the terms of the capital increase agreement are on normal commercial terms and are fair and reasonable, and the transactions contemplated under the capital increase agreement are in the interests of the Company and the Shareholders as a whole. Xx. XXXX Xxxxxxxx, Xx. XXXXX Xxxxx, Xx. XXX Xxx, Xx. XX Zugang and Xx. XXX Xxx, all being the Directors of the Company, have abstained from voting on the relevant resolutions at the Board meeting due to their interests in the capital increase agreement. Save for the above, none of the Directors have material interests in the transactions contemplated under the capital increase agreement and are required to abstain from voting on Board resolutions in relation to the capital increase agreement. IMPLICATIONS UNDER THE LISTING RULES Prior to the entering into and implementation of the capital increase agreement, the Company held 100% equity interest in Electric Control Company, and Electric Control Company was a wholly-owned subsidiary of the Company. After the Completion of the capital increase, the Company will hold 85.02% equity interest in Electric Control Company, and Electric Control Company will be a non-wholly-owned subsidiary of the Company. The entering into of the capital increase agreement and the transactions thereunder constitute a deemed disposal under Chapter 14 of the Listing Rules. As Henan Transformation and Development Fund and Xxxxx Xxxxxxxx are funds under de facto control of Henan Asset Management Co., Ltd. ( 河 南 資 產 管 理 有 限 公 司), a Shareholder of the Company, and Henan Asset Management Co., Ltd. ( 河 南 資 產 管 理有 限 公 司) is a persons acting in concert with Hongyi Investment Management (Henan) Partnership (Limited Partnership) ( 泓 羿 投 資 管 理（河 南）合 夥 企 業（ 有 限 合 夥）), a substantial Shareholder of the Company, Henan Transformation and Development Fund and Xxxxx Xxxxxxxx constitute connected persons of the...
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT. Poly Finance is a non-banking financial institution with a financial license under the supervision of the China Banking Regulatory Commission and its operating results keep growing fast since its incorporation in 2008. The proceeds of the capital contribution to Poly Finance under the Capital Increase Agreement will be used as working capital of Poly Finance. The Company considers that the entering into of the Capital Increase Agreement and the Capital Increase will enhance the finance conditions and therefore the development of Poly Finance and allow Poly Finance to further expand its business. The capital contribution to be made by the Company would also enable the Company to increase its percentage interest in Poly Finance. The Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Increase Agreement and the transactions contemplated thereunder are based on normal commercial terms, 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 CAPITAL INCREASE AGREEMENT. The proceeds of the capital contribution to the JV Company under the Capital Increase Agreement will be used as working capital of the JV Company. The Company considers that the entering into of the Capital Increase Agreement and the capital contribution to the JV Company will enhance the development of the JV Company and allow the JV Company to further expand its business. The capital contribution made by the Company also enabled the Company to maintain its shareholding percentage in the JV Company. None of the Directors were considered to have a material interest in the transactions under the Capital Increase Agreement and were required to abstain from voting on the resolutions to approve the Capital Increase Agreement. The Directors (including the independent non-executive Directors) consider that the terms of the Capital Increase Agreement are on normal commercial terms and 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 CAPITAL INCREASE AGREEMENT. The Group is principally engaged in the development, sale, lease, investment and management of properties and assets management. Each of Excellence Dongguan and Guangzhou Merchants 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 Capital Increase 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 Capital Increase 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 CAPITAL INCREASE AGREEMENT. Shenzhen CIMC Tongchuang will integrate resources from different business segments of CIMC and create a strong supply chain system. Entering of the Capital Increase Agreement will strengthen the efficiency of supply chain management of the Company by using the services provided by CIMC professional procurement platform. As its shareholder, the Company expects the Capital Increase will generate investment return from Shenzhen CIMC Tongchuang. The Directors (including the Independent Non-executive Directors) believe that the terms of the transaction contemplated under the Capital Increase Agreement are fair and reasonable; and the transaction contemplated under the Capital Increase Agreement is on the normal commercial terms and in the interests of the Company and shareholders of the Company as a whole.
REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT. The Directors believe that the Capital Increase will enhance the core competitiveness and increase the risk management ability of COSCO Finance, whereby allows COSCO Finance to further support the development of the Group.
