REASONS FOR AND BENEFITS OF THE ACQUISITION. The principal activities of the Group are investment holding, manufacturing and trading of printed circuit boards (the “Printed Circuit Boards Business”), trading of petroleum and energy products and related business (the “Petroleum and Energy Business”), and vessel chartering. In view of the ongoing trade war between the PRC and the US and the recent global coronavirus outbreak, there have been adverse impacts on the Printed Circuit Boards Business and the Petroleum and Energy Business. The Board expects that the Petroleum and Energy Business may be further affected due to (i) the increase of volatility of the oil price; (ii) the intensified competition in the oil trading business arising from slowing down of the international trade and the demand for oil and oil products; (iii) tightening of bank credits available to the Group; and (iv) ongoing legal proceedings against the Company. Therefore, the Group considers to diversify its business into other business sectors. The Acquisition is a good opportunity for the Group to diversify its business stream and mitigate the risks arising from the international trade. The Target Group’s business in the manufacturing and trading of printing and packaging products is based in Guangdong-Hong Kong-Macao Greater Bay Area and its clients are mainly from Hong Kong and the PRC. Over the years, with implementation of a series of operational strategies, including focusing more on sales orders for high-quality printing and packaging products with higher profit margin, stringent cost control measures and upgrading the manufacturing base by investing in new and advanced printing and packaging equipment, the Target Group has established its own brand and a long-term loyalty client base, which contributes to more than 50% of the Target Group’s revenue. Furthermore, in negotiating the Acquisition, the Vendor agreed to provide profit guarantees to the Purchaser as set out in the section headed “Profit guarantees and compensation” above, which provides a safeguard for the Company to closely monitor the development of the Target Group. The management of the Company believes that the printing and packaging business of the Target Group will have a synergy effect on the Group’s current business. With the new business sector, the Company would be able to provide printing and packaging, brand labelling and other logistics services to its existing customers. As the Group has an existing vessel chartering business, the management of the ...
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group strives to expand and strengthen its real estate business segment so as to accelerate the growth of its core businesses. Through the acquisition of the premier Qing Pu land resources from its parent group, the Group further increases its investment in the real estate segment. Upon Completion, the parcels of land acquired under the Acquisition will be available to the Group for development into low density residential areas and villas. The Acquisition will enhance the earnings base of the Group’s real estate business, and bring momentum to the continued development of the segment. The Group will pursue the possibility of further acquiring adjacent parcels of land for development use. The Directors (excluding the independent non-executive Directors who will express their view after considering the advice from the independent financial adviser) consider that the Acquisition and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the Group and the Shareholders as a whole. LISTING RULES IMPLICATIONS Since the Vendor is an indirect wholly owned subsidiary of SIIC, the controlling shareholder of the Company, the Vendor is a connected person of the Company under the Listing Rules and the Acquisition constitutes a connected transaction for the Company under the Listing Rules. As the consideration ratio for the Acquisition calculated under Rule 14.07 of the Listing Rules (by aggregating the maximum amount payable by the Group as a result of the Acquisition, being the Consideration, the Capital Commitment and the loans due from Xxxx Xxx Shanghai and Feng Qi Shanghai to Shanghai SIIC as well as the maximum interest to be accrued thereon) exceeds 2.5% and the total maximum amount payable by the Group as a result of the Acquisition is more than HK$10,000,000, the Acquisition is subject to the reporting, disclosure and independent shareholders’ approval requirements under the Listing Rules. The Company will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Agreement and the transactions contemplated thereunder. The votes at the EGM shall be taken by poll. As SIIC has a material interest in the Acquisition and the transactions contemplated under the Agreement by reason of it being the holding company of the Vendor, SIIC and its associates shall abstain from voting on the resolution to be proposed at the EGM to approve the Agreement and the transactions con...
REASONS FOR AND BENEFITS OF THE ACQUISITION. Due to the continuing improvement in the Chinese economy and the growth of the affluent class, there is a constant demand for high quality, low density property. Located at the regional centre of茶園新城區(Chayuan New District), the Land is well suited for such development. The district is one of the focal points for new residential and commercial development in the city of Chongqing and is conveniently linked to inner city districts through Chongqing’s highway system. A light rail route to the city centre is already under construction for commencement of operation in 2012 and additional highway links are now being planned, all of which will integrate the district with the rest of the municipal Chongqing. The Acquisition is therefore consistent with the business strategy of the Company to expand its quality land bank and real estate development in Western China. Due to its location abutting the 同景國際城 (Verakin New Park City) site, the Land can be developed as an extension of this highly successful project, which has been designed and managed by Verakin Property. Such a mode of development will benefit both Verakin Property and the Target Company as a whole by its synergy effect. It is also for this reason that Verakin Group entered into the Acquisition Agreement. After the Acquisition, Verakin Property will as the majority equity owner of the Target Company be charged with development and property sales for the Land. After completion of the Acquisition, the Target Company will become a 51% owned subsidiary of Verakin Property. As Verakin Property is a 61% owned indirect subsidiary of the Company, the assets and liabilities of the Target Company will be consolidated in the financial statements of the Company, and the Company will have a 31% attributable interest in the results of the Target Company. The Directors (including the independent non-executive Directors) consider that the terms of the Acquisition have been negotiated on an arm’s length basis and on normal commercial terms and the terms thereof are fair and reasonable and are in the best interests of the Group and the shareholders of the Company as a whole. As no Directors have a material interest in the transactions contemplated under the Acquisition Agreement, none of them are required to abstain from voting on the board resolutions.
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group, principally engaged in the development, investment, operation and management of power plants and other clean energy projects, has been identifying suitable investment opportunities to acquire clean energy projects with good prospects and potential for stable returns. The Board is of the view that the Acquisition will be complementary to the Group’s existing clean power plant portfolio and enables the Group to further expand its scale of business in the clean energy sector to enhance returns to the Shareholders. The Acquisition is therefore considered by the Board to be a good opportunity to expand the Group’s existing clean energy business. Having considered (i) each of Wellington South Project, West Wyalong Project and Woolooga Project has commenced power generation with a generation capacity up to 200MWp, 108MWp and 214MWp, respectively; (ii) based on the unaudited consolidated management accounts of the Project Holding Companies, for the year of 2022, the Project Groups have recognised operating revenue; and (iii) the Wellington North Project and Wunghnu Project, with a generation capacity up to 425MWp and 90MWp, respectively, are expected to complete construction in 2024, the Board believes that the Project Groups have a reasonable potential to create new overseas income streams for the Company in the future. Accordingly, the Board holds an optimistic view towards the prospects of the solar farms and XXXX industry in Australia in the long run. The Directors (including the independent non-executive Directors) consider that the Acquisition was negotiated on normal commercial terms, and the terms and conditions of the Acquisition are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Target Company has a number of property management projects in Sichuan province of the PRC. Commitment in continual expansion of management scale is the core development strategy of the Group. The Board is confident that the Acquisition will contribute positively to the Group by bringing in additional source of income from the Acquisition. The Board believes that the Acquisition is a cost-effective way to grow the Group’s service offerings and property management portfolio in new geographic markets. The Acquisition can create synergies with the business of the Group by combining the existing strength and experience of the Target Company in property management in the Southwest region. After the Acquisition, the total contracted GFA of the Group will be increased to approximately 27.1 million square meters, representing an increase of approximately 230% compared to approximately 8.2 million square meters at the beginning of 2020. At the same time, the total GFA of the Group under management will be increased to approximately 20.4 million square meters, representing an increase of approximately 149% compared to approximately 8.2 million square meters at the beginning of 2020. Based on the factors as disclosed above, the Directors are of the view that the terms of the Acquisition are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Target Company has a number of property management projects in Liaoning province of the PRC. Commitment in continual expansion of management scale is the core development strategy of the Group. The Board is confident that the Acquisition will contribute positively to the Group by bringing in additional source of income from the Acquisition. The Board believes that the Acquisition is a cost-effective way to grow the Group’s service offerings and property management portfolio in new geographic markets. The Acquisition can create synergies with the business of the Group by combining the existing strength and experience of the Target Company in property management in the Northeast region of the PRC. After the Acquisition, the total contracted GFA of the Group will be increased from approximately 22.5 million square meters at the beginning of 2021 to approximately 35.2 million square meters as at the date of this announcement, representing an increase of approximately 56.4%. At the same time, the total GFA of the Group under management will be increased from approximately 17.9 million square meters at the beginning of 2021 to approximately 27.2 million square meters as at the date of this announcement, representing an increase of approximately 52.0%. Based on the factors as disclosed above, the Directors are of the view that the terms of the Acquisition are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is the leading brand in the amino acids health supplement market in the PRC with a diversified product portfolio across the health industry spectrum. The Group has an established distribution network, especially in eastern China. As at 31 December 2015, the Group’s health and nutritional supplement products were sold through approximately 80,000 third-party retail outlets in China and its pharmaceutical products were sold to about 800 hospitals nationwide. Approximately over 60% of the Group’s revenue was derived from sales in eastern China. In addition, the Group has also established approximately 200 Real Nutri Health Stores and online platforms for direct sales as at 31 December 2016. The Target Group mainly sells a combination of Chinese and western patented drugs, imported drugs, biochemical pharmaceutical products, health-care and medical devices and health and nutritional supplements. As at 31 December 2016, the Target Group operates over 500 integrated pharmaceutical retail outlets in a number of provinces in China, including Guangdong, Hubei, Fujian, Guizhou and Hainan, comprising over 260 Shenzhen China Associate Holding pharmacy stores and about 300 Tianlong franchisee pharmacy stores. Each of Shenzhen China Associate Holding and Tianlong is a subsidiary of the Target. The Board considers that building on the platform of the Group’s existing distribution network through third-party retail outlets and hospitals in China, the Acquisition will allow the Group to further expand into the downstream direct sales and distribution of pharmaceutical and health supplement products through the Target Group’s 500 retail outlets. Further, considering the Group’s established distribution network in eastern China, the Target Group will be an important step for the Group to penetrate into the markets in southern and central China, which will expand the Group’s distribution network in the PRC. In addition, the Group has been setting up experience areas in its retail outlets to provide a series of services exclusively for members of the Real Nutri Health Club, including professional advice on pharmaceutical and nutritional supplements and services allowing the users to monitor the effects of these products on them. The Group expects these services will help expand its membership program and be a key driver for the business of the Group. Operating its own retail outlets allows the Group to implement these business initiatives more efficiently and effecti...
REASONS FOR AND BENEFITS OF THE ACQUISITION. The main business areas of the Group include property investment and hotel business operations in Hong Kong and Southeast Asia. Through the acquisition by the Company of further interests in Xxxxxx, the Group will effectively consolidate the Group’s interest in Hotel Properties held by the Vendor, which is consistent with the core business strategies of the Group. Besides streamlining the structure of Xxxxxx, the increase in stake in the Hotel Properties will provide flexibility and a wider platform for investments which will enhance recurrent income and facilitate future merger or joint venture opportunities. The terms of the Agreement were determined through arm’s length negotiations between the Company and CTFE and reflect normal commercial terms. The Directors (including the independent non-executive Directors) consider that the terms of the Agreement including the Consideration, which have been arrived at after arm’s length negotiations, are fair and reasonable, in the ordinary and usual course of business of the Group and are in the interests of the Group and the shareholders of the Company as a whole. LISTING RULES IMPLICATIONS CTFE directly and indirectly through its subsidiaries own approximately 43.41% of the issued share capital of the Company and is a substantial and controlling shareholder of the Company. Accordingly, CTFE is a connected person of the Company and the Acquisition constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As all the percentage ratios (as defined in the Listing Rules) are more than 0.1% but less than 5%, the Acquisition is only subject to the reporting and announcement requirements but is exempt from the independent shareholders' approval requirement under the Listing Rules. Xx. Xxxxx Kar-Shun, Xxxxx and Xx. Xxxxx Xxx-Xxxx, Xxxxxx, each a director of the Company, are also directors of CTFE. Accordingly, they and their associate, Xx. Xxxxx Xxx-Xxx, Xxxxx had abstained from voting on the resolutions approving the Acquisition at a board meeting of the Company. Xx. Xxxxx Kar-Xxxxx, Xxxxx and Xx. Xxxxx Chi-Xxxx, each a common director of the Company and CTFE, were not present at the relevant board meeting and therefore did not vote on the relevant board resolutions. Mr. Doo Xxx-Xxx, Xxxxxxx and Xx. Xx Xxx-Xxx, Xxxxxxxx had voluntarily abstained from voting due to the interests held by Mr. Xxx’s mother and Xx. Xx’x brother, each in one of the Hotel Properties. Save as mentioned above, n...
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is a property developer in the PRC and is principally engaged in the businesses of property development, property investment and hotel operations in the PRC. The Company believes that the Acquisition represents a valuable opportunity to acquire two quality residential projects located in Shanghai where the Group has a strong foothold. The Acquisition will help the Group achieve its strategic goals of continuing building its property portfolio in core first-tier and second-tier cities in the PRC. The Directors (including the independent non-executive Directors) consider that the Share Transfer Agreement has been made on normal commercial terms and in the ordinary and usual course of business of the Group, and that its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Given that one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 25% but none of such percentage ratios is 100% or above, the Acquisition constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition under the Share Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Share Transfer Agreement and the Acquisition. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Share Transfer Agreement and the Acquisition in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Share Transfer Agreement and the Acquisition. As such, the Company is not required to convene a special general meeting to consider and approve the Share Transfer Agreement and the Acquisition as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in the Acquisition, no Director was required to abstain from voting on the resolution of the Board in respect of the Acquis...
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Company is an investment holding company and the Group is principally engaged in the design; manufacturing and distribution of personal computer-based products; distribution of a wide range of personal computer and non-personal computer products through its extensive distribution network; provision of professional information technology high-tech industry services, including but not limited to, e-government solutions research and software development and money lending business. The Board believes that the Acquisition would allow the Group to further expand the software business in PRC from government sectors to individual and commercial sectors. Upon Completion, the Group will integrate with the Target Company in aspects of products, technology and users. Through the big data, Internet and online-offline integration, the Group aims to improve data accessibility and information sharing, capitalize on mutual strengths and advantages, and build an entirely new consumer ecosystem. Hence, the Board is of the view that the entering into of the Framework Agreement is in the interest of the Group and the Shareholders as a whole. The Acquisition may or may not proceed. Shareholders and investors are reminded to exercise caution when dealing in the Shares. The Acquisition, if materialises, may constitute a notifiable transaction for the Company under the Listing Rules. Should the Company enter into the Formal Agreement or decide to terminate the Framework Agreement or there be any material development on the Acquisition, the Company will inform the Shareholders and investors by way of announcement(s) in accordance with the Listing Rules as and when appropriate.
