REASONS FOR AND BENEFITS OF THE DISPOSAL. The Group is principally engaged in the business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. As disclosed in the interim report of the Company for the six months ended 30 June 2019, the revenue and gross profit decreased significantly compared to that for the six months ended 30 June 2018. In view of the current market environment and business prospects of the property market in the PRC, and having regard to the uncertain business operation environment of the property leasing market in the PRC, the Company expects that the Group can benefit from the Disposal as it can obtain positive cash flow from the Disposal which will strengthen the financial position of the Group and will provide funds for the general working capital of the Group and settlement of its outstanding liabilities. The Company has requested different property agents to sell the Properties for more than half a year. As informed by the property agents, few people inquired about the Properties with those who inquired demanding for a lower price from time to time. In addition, as the Properties comprise 8 commercial premises on the same floor which involved a large sum of the Consideration, it’s difficult to identify a willing purchaser in a short period of time. As a result, when the Purchaser was identified, the Vendor grasped the opportunity and entered into the Sale and Purchase Agreement with the Purchaser. In view of the outstanding liabilities detailed in the section headed “Use of Proceeds” above, the Company entered into the placing agreement dated 20 September 2019. In addition, taking into consideration the uncertain development of property market in PRC as detailed below, the Company has put its 9 properties, i.e. the Properties and a residential house in Shenzhen for sale or lease to realise their value for settlement of outstanding liabilities of the Group. As at the date of this announcement, the residential house in Shenzhen is vacant with no pledge or mortgage for which no potential purchaser was identified. The Company has conducted researches with reference to public information on the office market in the PRC and in particular, Shenzhen. According to certain research reports on the PRC real estate market in 2019 prepared and published by famous and trustworthy property valuers, there is approximately 58% decl...
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 Shareholders as a whole. INFORMATION OF THE COMPANY, THE VENDOR, THE GUARANTOR AND THE PURCHASER 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 Vendor The Vendor, an indirect wholly-owned subsidiary of the Company, is principally engaged in investment holding. Information of the Guarantor The Guarantor, a direct wholly-owned subsidiary of the Company, is principally engaged in investment holding and property management. Information of the Purchaser The Purchaser is principally engaged in investment in shares and properties. To the best of the Directors’ knowledge, as at the date of this announcement, the ultimate beneficial owner(s) of the Purchaser is the Xxxx’x Family. IMPLICATIONS UNDER THE LISTING RULES As the highest applicable percentage ratio 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 close 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 the Disposal. The Company has a closely allied group of Shareholders which collectively hold in aggregate 516,514,894 Shares, representing approximately 56.20% 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 had obtained a written approval from such closely allied group of Shareholders, including Americus Holdings Limited and Fenmore Investments Lim...
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 Directors (including all the independent non-executive Directors) are of the view that the terms of the Disposal are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Group which are fair and reasonable and in the interests of the Shareholders. Therefore, the Board considers that the Disposal is in the interests of the Company and its Shareholders as a whole. The proceeds from the Disposal will be used as general working capital of the Group. None of the Directors, except Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx, have a material interest in the Disposal or is required to abstain from voting on the Board resolutions to approve the entering into the Agreement. The Directors (including all independent non-executive Directors) are in the opinion that the terms of the Agreement have been negotiated on an arm’s length basis and entered into on normal commercial terms, and the terms of the Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As the entire issued share capital of the Share Purchaser is beneficially owned by Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx and their family members and Madam Foo Xxx Xxx Xxxxx is the controlling shareholder, the chairman and an executive Director of the Company who is interested in approximately 69.17% interests of the Company (as defined under Part XV of the Securities and Futures Ordinance) as at the date of this announcement and Xx. Xxxx Xxx Xxxx is an executive Director of the Company, Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx are Connected Persons of the Company as defined under Chapter 14A of the Listing Rules. The Share Purchaser is an associate of Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx and hence a Connected Person of the Company. The Disposal therefore constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios in respect of the Disposal are more than 0.1% but less than 5%, the Disposal is subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. None of the Directors, except Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx, have a material interest in the Disposal. Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx are Connected Persons and therefore have abstained from voting on the relev...
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Target was acquired by the Group in early 2018. Its principal asset is the Property. The Property has been classified as investment property of the Group as the Group has been leasing the Property out to generate 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 Group is principally engaged in software development and the provision of systems integration services relating to the media and non-media industries including financial institutions, enterprises and government departments. EC-Founder Group is principally engaged in distribution of information products in Hong Kong and in the PRC. As the profit margin attributable to the software development business of the Group is higher than the profit margin attributable to the distribution of information products business of EC- Founder Group, the Directors consider that the Group should focus on its expertise in software development and provision of systems integration services relating to the media and non- media industries whereas EC-Founder Group should continue to focus on its distribution of information products in Hong Kong and the PRC. The Directors believe that the current market price of the Company’s shares does not fully reflect the intrinsic value of the Group’s interest in EC-Founder and that EC-Founder’s financial results may have an adverse effect on the Group’s financial results due to the existing vertical corporate shareholding structure. By unlocking this existing structure, the undesirable effect on the Company’s share price will be eliminated. More importantly, the Board believe that the simplified horizontal corporate shareholding structure will provide greater clarity to the shareholders and the market with regard to the principal business of each of the Company and EC-Founder and will potentially enhance investors’ interest in the Company and/or EC-Founder and as a result, may improve liquidity in the Company’s shares. Through reorganizing the existing vertical shareholding structure, the Directors believe that the Company may find it easier to attract strategic investors’ attention in the Group’s business. As a result of the Disposal, the Directors expect that the Group will record an unaudited gain from the Disposal of approximately HK$7.7 million. The gain from the Disposal is calculated by taking into account the net asset value of EC-Founder and goodwill on acquisition of EC- Founder in the Company’s audited financial statements as at 31 December 2010. Proceeds from the Disposal will be used by the Group for the general working capital purposes. Currently, the Company owns 363,265,000 shares in EC-Founder, representing approximately 32.84% of the total issued shares of EC-Founder. After Completion, the Company will no longer have any ...
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.
