REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. In order to enhance capital utilization efficiency and improve capital operating revenue, the Company reasonably uses its idle funds to purchase capital protected short term wealth management products issued by financial institutions, without affecting its normal production and operation. The Directors (including the independent non-executive Directors) consider that the terms of the Wealth Management Product Agreement are on normal commercial terms, fair and reasonable and in the interests of the Group and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. The Directors consider that the Subscription offers a good opportunity for the Company to raise additional funds for business development purposes and to reduce the debt-to-asset ratio and the corresponding finance expenses on the Company. Having regard to the business of Nanshan Holdings, the beneficial owner of the Subscriber, the Company considers that there is potential synergy between the business of Nanshan Holdings with certain of the business segments of the Group requiring logistical support and warehousing services, such as the manufacturing and trading of solar power related products and the engineering, procurement and construction business of the Group. Taking into account the lower costs and shorter time involved in the Subscription when compared with other means of equity fund raising exercises such as rights issue or open offer, the Directors believe that the Subscription is the most appropriate method. Moreover, the Directors expect that the Subscription will broaden the Shareholders’ base of the Company, thereby enhancing the capital base of the Company to facilitate future development and to increase the liquidity of the Shares. Accordingly, the Directors are of the view that the terms of the Subscription Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. The Subscriber has approached the Company indicating its interest in the business of the Company and in making an investment in the Company. Having considered the prospect of diversifying the shareholders base and the Subscription Price (which is agreed principally with reference to the net asset value of the Group), the Directors consider that the Subscription is a positive opportunity for the Company to pursue. The Directors consider that the terms and conditions of the Subscription Agreement (including the Subscription Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. The Group is principally engaged in (i) the trading of packaged foods, beverages and household consumable products; (ii) the trading of agri-products and the upstream farming business; (iii) the provision of cold chain logistics services and value-added post-harvest food processing; and (iv) other businesses primarily arising from the securities brokerage business and the tourist retailing business. Since the rate of return of the bonds is generally more favourable and higher than the interest rates of fixed deposits offered by well-recognised financial institutions in Hong Kong, the Directors are of the view that subscription of the Convertible Bonds would continue to generate better interest income for the Group by better utilizing the available financial resources of the Group. The Group had previously subscribed the 2018 Bonds issued by Global Mastermind which will expire on 12 November 2020. The Board considers that since Global Mastermind desired to issue another convertible bond after expiry of the 2018 Bonds, the Company agreed to subscribe for it since the terms and conditions are satisfactory to the Company, but subject to Shareholders’ approval in accordance with the Listing Rules. The Subscription Agreement and the transactions contemplated thereunder was determined by the Company and Global Mastermind on an arm’s length basis with reference to, among other things, (i) the interest rate of 8% per annum under the Instrument; (ii) the length of the terms of the Bonds of two years; (iii) the payment obligations will be guaranteed by an executive director of Global Mastermind; and (iv) the convertible rights under the Bonds. The Directors are of the view that the terms of the Subscription Agreement and the transaction contemplated thereunder (including the Conversion Rights under the Instrument) are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. LISTING RULES IMPLICATIONS Since the applicable percentage ratios of which is more than 25% but less than 100%, the transactions contemplated under the Subscription Agreement constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and Shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules. An EGM will be convened to consider and, if thought fit, to approve the Subscription Agreement and the transactions contemplated thereunder. To the best of ...
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. The Group is principally engaged in (i) mobile-online game business, including design, research and development of mobile-online games, identifying and securing intellectual property rights for onward sale or licensing; (ii) provision of IT services; (iii) money lending business; (iv) provision of medical diagnostic and health check services; and (v) securities investment business. The Directors consider that the Subscription provides synergetic effects to Luck Key Group by leveraging on the expertise of the Investor in respect of provision and management of healthcare services which will benefit and complement the business development of Luck Key Group in Hong Kong and will enable Luck Key Group to raise capital. The net proceeds from the Subscription of approximately HK$2,650,000 will be used for capital expenditure of Luck Key Group. The terms of the Subscription Agreement were determined after arm’s length negotiations between the parties thereto. The Directors are of the view that the terms of the Subscription Agreement are 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 THE SUBSCRIPTION. By entering into this Subscription Agreement, the Group can make use of Alpha Generator’s resources and expertise to take part in the business in relation to implementation of architectural and structural engineering consultancy services. In addition, the Target Company will be able to take up certain parts of the Group’s project work which are currently outsourced to subcontractors. By doing so, not only will the Group be able to have an indirect interest in such businesses, the Group’s work in liaising and coordinating with various subcontractors will reduce in these projects as the Target Company will assume the role which in turn saves the Group’s administrative resources and allows the Group to put more focus on our consultancy work and developing new business opportunities. The terms of the Subscription Agreement were determined after arm’s length negotiations between the parties thereto and on normal commercial terms. The Directors (including the independent non-executive Directors) are of the view that (i) the terms of the Subscription Agreement are fair and reasonable; (ii) the Subscription Agreement is entered into on normal commercial terms; and
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. Basis of the Consideration The Consideration was determined after arm’s length negotiation between the Investors and the Target Company with reference to (i) the volume weighted average price per ADS based on the traded volumes and values displayed on Bloomberg for the ninety (90) consecutive NASDAQ Trading Days ending on and including the NASDAQ Trading Day last preceding the date of the Investment Agreement; and (ii) the unaudited net asset value of the Target Group as of 30 June 2023 (prepared in accordance with the US GAAP) of approximately RMB6,907,544,000 (equivalent to approximately HK$7,529,222,960) based on the unaudited financial results of the Target Company for the second quarter ended 30 June 2023.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. The Group always adheres to the goal of becoming the best company in the operation and management of parking assets in the PRC and maintains a positive attitude towards the speed of its business expansion. In the past two years, the Group’s business has covered Beijing and its surrounding areas, the Yangtze River Delta, the southwest region and the Greater Bay Area. With the Greater Bay Area being one of the most economically developed regions in China, the Company has always placed emphasis in developing the markets in the region. The Group officially ventured into the Greater Bay Area parking lot market last year. The Greater Bay Area Homeland Development Fund is a limited partnership fund whose investments cover technological innovation, industrial upgrade, quality of life, smart city and all other related industries. The Company develops its car parking business through technological innovation and upgrade of the traditional car parking industry, bringing convenience to the transportation, the city and People's life. The Company believes that the Greater Bay Area Homeland Development Fund’s strategic investments into the Company can, on the one hand, demonstrates the Greater Bay Area Homeland Development Fund’s confidence and optimism on the businesses of the Company in the management and operations of car parking assets and the car parking market in China, and its willingness to grow with the Company; and on the other hand, serves to consolidate the Company’s core foundation when navigating its business development in the Greater Bay Area. The Greater Bay Area Homeland Development Fund will use its resources to facilitate the Company's business development in the Greater Bay Area. With the objective to offer well-furnished, convenient and high-technology parking lots to the people of the Greater Bay Area, the Company intends to proactively utilize the synergistic resources and investment proceeds from the Greater Bay Area Homeland Development Fund to focus on exploring acquisition opportunities on parking lot assets within the Greater Bay Area (including, among others, those in Hong Kong) and to continually upgrade the Company’s existing intelligent digital operational system to gradually increase its coverage across all the parking lots in the Greater Bay Area operated currently and in the future by the Group, making transportation more convenient and intelligent in the Greater Bay Area. The Directors consider that the terms and conditions of the Sub...
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. The Group is principally engaged in the provision of internet & e-commerce enabling solutions, IT consulting & technical services, strategic investments in technologies & applications, trading of commodities trading as well as providing natural gas supply. The Company has decided to invest in Xinjiang Guoliyuan Investment in view of the development potential of the Xinjiang Guoliyuan Investment in the fields of innovative technology for new energy, comprehensive utilisation of resources as well as environmental products. Xinjiang Guoliyuan Investment is expected to provide the Company with new techniques of paper-making with stalks (not only limited to cotton) as well as sewage treatment during production. The implementation of such environmental friendly measures could be subsidised by the PRC Government grants and subsidies, which was stated as one of the encouraging projects in the PRC Government’s 13th Five-Year Plan. The investment in Xinjiang Guoliyuan Investment is also in line with the Company’s business strategy and overall interest. Taking into consideration of the aforesaid, the Directors consider that the terms and conditions of the Subscription on normal commercial terms and are fair and reasonable and that the Subscription is in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION. The terms of each of the Subscription Agreement (including the subscription amount, the interest rates and the conversion price for the Convertible Bonds) have been determined after arm’s length negotiations between the Company and Dafy with reference to, among other things, the historical financial performance of Dafy, the prevailing market price of the Dafy Shares and recent market conditions. Taking into account that the interest rate of the Convertible Bonds is higher than the interest rate of fixed deposits offered by well-recognised financial institutions in Hong Kong, the income and cash flow that can be generated from the investment in the Convertible Bonds, the Subscription is in line with the Company’s investment strategy, and that the Convertible Bonds will be secured by the Security Deposit, the Board considers that the Subscription can broaden the Group’s source of income and provide the Group with a stable investment return. Accordingly, the Directors, consider that the terms of the Subscription Agreement are fair and reasonable and the Subscription is in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES As the highest of the applicable percentage ratios under Chapter 14 of the Listing Rules in relation to the Subscription is more than 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
