REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. Given the Group has successfully ventured into the car parking business, the Board considers that the cooperation with Nanjing Huitong through the Possible Investment will enable the Group to strengthen the operation and further expand its car parking business, thereby enhancing the profitability of the Group’s business as a whole. In view of the above, the Directors consider that entering into the Framework Agreement is in the interests of the Company and its shareholders as a whole. The Board wishes to emphasise that the Possible Investment is subject to the execution of legally-binding definitive agreement(s) by the relevant parties thereto, therefore, the Possible Investment may or may not proceed. The transactions contemplated under the Possible Investment, if materialised, may constitute connected and/or discloseable transactions of the Company under Chapter 14 of the Listing Rules. Further announcement(s) in respect of the Possible Investment will be made by the Company as and when appropriate in accordance with the Listing Rules. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. By order of the Board China Ocean Industry Group Limited LI Ming Chairman Hong Kong, 24 July 2017 The English translation of Chinese names or words in this announcement, where indicated by “*”, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Group is principally engaged in the businesses of manufacture and sales of wind turbines and blades, operation of wind farm, intelligent transportation systems, broadband wireless access systems and equipment, manufacture and sale of telecommunications products, and of hi-tech rare-earth permanent magnetic motors for elevators as well as investment in businesses of automotive components parts. By entering into the Framework Agreement, IM Turbine Manufacture will obtain its requisite supply of wind turbine blades with state-of-the-art composite materials of glass fabrics for manufacture and sales of its wind turbines as to 900KW and 2MW. The purchases and sales of wind turbine blades contemplated under the Framework Agreement are to be of a recurrent revenue nature that they will occur on a regular and continuing basis in the ordinary and usual course of businesses of the two subsidiaries. The Framework Agreement provides a framework for the supplies of wind turbine blades which are being made by IM Composite Material from time to time on a non-exclusive basis and regulates the future possible business relationship between the two subsidiaries in relation to supply of wind turbine blades. The Directors (excluding the independent non-executive Directors whose view will be given after taking into account the advice from the Independent Financial Adviser) are of the view that the terms of the purchases and sales of wind turbine blades under the Framework Agreement are fair and reasonable, and that the transactions are on normal commercial terms in the ordinary and usual course of businesses of the subsidiaries and in the interests of the subsidiaries and the Company’s Shareholders as a whole, and that it is beneficial to IM Turbine Manufacture to enter into the transactions. PROPERTY LEASING AGREEMENT Date 29 December 2009 Parties 1. IM New Energy;
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Group is principally engaged in the manufacturing, selling, marketing and distribution of biopharmaceutical products. Iodized Lecithin Capsules has been approved in 2010 for treating central serous chorioretinopathy, central exudative chorioretinopathy, vitreous haemorrhage, vitreous opacities and central retinal vein occlusion, etc. Essex Medipharma, an indirect wholly-owned subsidiary of the Company, has been appointed as the exclusive agent for the distribution and marketing of Iodized Lecithin Capsules in authorised regions in the PRC pursuant to the existing agency agreement entered into with, among others, Parkson Pharmaceutical. It is expected that the Possible Acquisition, if materialised, will enable the Group to invest further in marketing and expand its sales of the Product, as well as other clinical development programmes for the Product.
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Group is principally engaged in (i) e-commerce and provision of online sales platform;
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Company, through its subsidiaries, is principally engaged in mobile technologies business, leisure-related business including tourism and hospitality, gamma ray irradiation service and securities trading and investment. As disclosed in the Company’s 2016 Interim Report, the Group acquired 30% of the equity interest of Yota and was granted an exclusive intellectual property licence to market and sell “YOTAPHONE” in the Greater China on 29 April 2016. Since then, the Group has commenced its mobile technologies business. Shanghai Yuewen is a market leader in the PRC in the online publication of digital books and in the development of intellectual property in relation to works of literature. The Company considers that the Framework Agreement represents an opportunity for the Company to further enhance the relation with Shanghai Yuewen, and complement the development of the Group’s mobile technologies business to most of the region in the PRC. Accordingly, the Directors consider that the terms of the Framework Agreement are fair and reasonable and are in the interests of the Company and its shareholders as a whole. Shareholders and potential investors of the Company should note that this announcement is published as a voluntary disclosure to allow the public to understand the latest development of the Company. Certain transactions contemplated under the Framework Agreement remain subject to the execution of definitive agreements and may or may not materialise as described or at all. In the event that any definitive agreement is entered into, the Company will comply with the requirements of the Rules Governing the Listing of Securities on the Stock Exchange in respect thereof and make further announcement(s) as and when appropriate. Shareholders and potential investors of the Company should thus exercise caution when dealing in the shares of the Company.
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Jinda Land has been left vacant after the Group’s Shenzhen manufacturing plant was relocated to Ningbo in late 2012 and since then, the Group has considered various options in connection with the Jinda Land including, among others, offer for sale and further development in accordance with the relevant laws and regulations. As at the date of this announcement, there is no immediate plan to develop the Jinda Land. Recently, the Group has been in contact with various PRC property developers who expressed interest in purchasing the Jinda Land. Taking into account the gain that will be recorded as a result of the disposal of the Jinda Land, the Board considers that the Proposed Relocation Compensation Arrangement under the Framework Agreement represents a very good opportunity for the Group to realise its investment in the Jinda Land. Further, the proceeds generated from the Proposed Relocation Compensation Arrangement can strengthen the cash flow of the Group and will allow the Group to reallocate its resources for future development. Based on the aforesaid, the Directors consider the terms of the Framework Agreement are in the interests of the Company and the Shareholders as a whole.
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Group is principally engaged in the businesses of manufacture and sales of wind turbines and blades, operation of wind farm, intelligent transportation systems, broadband wireless access systems and equipment, manufacture and sale of telecommunications products, and of hi-tech rare-earth permanent magnetic motors for elevators as well as investment in businesses of automotive components parts. By entering into the Framework Agreement, IM Turbine Manufacture, IM Composite Material, Wuxi Xindali and Beijing Energine will supply the requisite wind turbines, wind turbine blades and the associated services for the employment in the research and development initiatives of Shanghai Hanli which is engaged in import and export of products and technology as well as sales of metal-cutting machine tools, metal-shaping machine tools, machine tool accessories, liquid-pressured energy machinery, moulds, pumps and vacuum equipment, wires and cables. The Directors (including the independent non-executive Directors) are of the view that the terms of the supply of wind turbines, wind turbine blades and the associated services contemplated under the Framework Agreement are fair and reasonable, and that the transactions are on normal commercial terms in the ordinary and usual course of businesses of the subsidiaries and in the interests of the subsidiaries and the Company’s Shareholders as a whole, and that it is beneficial to the subsidiaries to enter into the transactions. No Directors have a material interest in the connected transactions. Yet by reason that all of the Directors other than the independent non-executive Directors are representatives of CALT, they have abstained from voting on the board resolution. IMPLICATIONS UNDER THE LISTING RULES Since Shanghai Hanli is a wholly-owned subsidiary of the Company’s major controlling shareholder of CALT, Shanghai Hanli is a connected person of the Company. In addition, since one of the shareholders of IM Composite Material as to 41.03% shareholding in Aerospace Material, which is a subsidiary of CALT, IM Composite Material is a connected person of the Company by virtue of being a non wholly-owned subsidiary with the said more than 10% shareholding. The supplies of wind turbines, wind turbine blades and the associated services by the four subsidiaries of the Company to Shanghai Hanli under the Framework Agreement constitute continuing connected transactions under the Listing Rules. Since the applicable percentage ratio un...
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Group is principally engaged in the retail of cosmetics and consumer goods, whereas Bonjour Technology mainly provides information technology support services for the Group’s online retail business. The Directors believe that the Framework Agreement can fully explore and utilize the superior resources of Bonjour Technology and China Mobile Hong Kong in their respective fields and improve the application level of products and services. The online eCommerce platform “HKMal（l 香港貓）” of Bonjour will leverage on the technological strengths of China Mobile Hong Kong and collaborate on resources to help small and medium enterprises and merchants in Hong Kong to open up sales channels in the Greater Bay Area and other cities in the Mainland. The Potential Business Cooperation can effectively improve the business performance of the Group, promote the diversification of its existing business portfolio and expand the sources of income.
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The CRH Group, together with its fellow subsidiaries, has five business areas, including consumer products, healthcare, energy services, urban construction and operation, technology and finance. Given its wide scope of business, the CRH Group owns a significant amount of real properties including commercial and retail premises and offices in the PRC and Hong Kong. To accommodate the business needs of the Group, the Company continuously and actively considers different means to control the Group’s operating costs in order to maintain the Group’s competitiveness. Due to the relationship between the Group and the CRH Group and the proximity of offices of the Group and the CRH Group, the Directors (including the independent non- executive Directors) considered that it would be commercially beneficial for the Company to enter into the Framework Agreement. The Directors (including the independent non-executive Directors) considered that terms of the Framework Agreement and the transactions contemplated thereunder, including the proposed annual caps, are fair and reasonable; and the Framework Agreement and the transactions contemplated thereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests of the Group and its shareholders as a whole. As none of the Directors has any material interest in the Framework Agreement and the transactions contemplated thereunder, no Directors were required to abstain from voting on the relevant Board resolutions passed. INTERNAL CONTROL MEASURES In addition to compliance with the requirements on annual review by external auditors and independent non-executive Directors under the Listing Rules in respect of the Group’s continuing connected transactions, the Company has set up relevant departments in charge of internal control and risk management to perform internal review and control over the continuing connected transactions of the Company, including reviewing contracts signed between the Company and connected persons, reviewing the performance of procedures prior to signing of contracts as well as the fulfilment of transactions thereunder, regularly inspecting the specific terms of the Company’s transactions with connected persons and comparing it with the terms of the same type of transactions of the Company entered into with third parties who are not connected persons, to ensure that the pricing and other contract terms for the Group’s continuing connected t...
REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT. The Group is principally engaged in businesses which include rural financial services, trading in agricultural means of production, urbanisation planning, operating and management, and the development, production and sale of IT products in the financial sector. The Company is of the view that the cooperation with Dalian Exchange will further enhance the usage and development of the Agripay system and could help the Company to realize its objectives of developing the agricultural finance sector. Having considered the above, the Directors are of the view that the Possible Cooperation is in the interests of the Company and the shareholders of the Company (the “Shareholders”) as a whole.
