REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is principally engaged in the operation of department stores in the PRC. The Directors and the NWD Directors believes that the Acquisition will further enhance the Company’s influence in the Shanghai market. The Directors and the NWD Directors also believes that the Acquisition will provide an opportunity for the Company to increase its interests in department store business in the eastern part of the PRC. The Directors and the NWD Directors do not expect the Acquisition will have any material impact on the Group’s asset and liabilities upon completion of the Acquisition. The Directors and the NWD Directors believe that the earnings of the Group will be enhanced. The Directors consider that the terms of 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 of the Company as a whole. The NWD Directors also consider that the terms of the Acquisition and the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of the NWD Group and the shareholders of NWD as a whole. As the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the announcement requirements under the Listing Rules. As the Company is a subsidiary of NWD and one of the applicable percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but is less than 25%, the Acquisition also constitutes a discloseable transaction for NWD under Chapter 14 of the Listing Rules and is therefore subject to the announcement requirements under the Listing Rules.
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. 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 Company, through its wholly-owned subsidiary Xx Xxxx, is principally engaged in the provision of corporate finance advisory services and asset management services. Xx Xxxx is licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO. However, Xx Xxxx does not engage in the securities brokerage and securities financing business. The Company aims to complement its existing activities through the Acquisition, which will enhance the Group’s capability to offer a more comprehensive capital market services to existing and new clients. The Group will benefit from the Target Company’s capability, experience and resources to create synergies and new opportunities arising from a wider spectrum of financial services provided by the Group. In view of the above, the Directors (including the independent non-executive Directors, but excluding Xx. Xxx Xxx-Xxx who has material interest in the Sale and Purchase Agreement) consider that the terms of the Acquisition are on normal commercial terms and fair and reasonable, and in the interests of the Company and the Shareholders as a whole. The Acquisition will further strengthen the strategic footholds of the Group in the financial services industry in Hong Kong. As the highest applicable percentage ratio (as defined in the Listing Rules) is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction pursuant to Chapter 14 of the Listing Rules. As at the date of this announcement, First Steamship indirectly owns the entire issued shares of the Vendor and is a substantial Shareholder of the Company, indirectly interested in approximately 29.11% of the total issued Shares of the Company. As such, First Steamship and the Vendor are connected persons of the Company and the Acquisition therefore constitutes a connected transaction pursuant to Chapter 14A of the Listing Rules. Since all applicable percentage ratios (as defined in the Listing Rules) are less than 25% and the Consideration of the Acquisition is less than HK$10,000,000, the Acquisition constitutes a connected transaction for the Company which is only subject to the reporting and announcement requirements and is exempt from the independent Shareholders’ approval requirement under Rule 14A.76(2) of the Listing Rules.
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 is a well-known property management service provider in Chongqing with a number of property management projects in Chongqing, Sichuan Province, Guizhou Province and Hainan Province of the PRC and is also ranked 34th among the “2022 Top 100 Property Management Enterprises in China” by China Index Academy in 2022. Commitment to the 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 reinforce the Group’s property management portfolio in geographic markets which it has already established an existing foothold in. 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 of the PRC. After the Acquisition, the total contracted GFA of the Group will be increased from approximately 54.0 million square meters as at 30 June 2022 to approximately 61.4 million square meters as at the date of this announcement, representing an increase of approximately 13.7%. At the same time, the total GFA of the Group under management will be increased from approximately 43.1 million square meters as at 30 June 2022 to approximately 50.4 million square meters as at the date of this announcement, representing an increase of approximately 16.9%. 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 Acquisition will enhance synergies, expand Bengbu Triumph’s market share in the field of glass machinery manufacturing and improve its strategic layout in the field of high-end glass manufacturing. Bengbu Chemical Machinery has been providing machinery processing and installation services to Bengbu Triumph for many years. The Acquisition is conducive to expanding the production capacity of Bengbu Triumph, reducing production costs, forming scale effects and creating new profit growth points. The Board (including the independent non-executive Directors) is of the view that the terms of the Acquisition are fair and reasonable, and the Acquisition is conducted in the ordinary and usual course of business of the Group on normal commercial terms or better, and are in the interests of the Company and its shareholders as a whole. Except that four Directors (including Xx. Xxx Xxxxxxxx, Xx. Xxxx Xxxx, Xx. Xx Xxxxxxx and Xx. Xxxxx Xxxxxxx) who are employed by the Parent or its subsidiaries outside the Group and thus need to abstain from voting on the Board resolution approving on the Acquisition, none of the Directors have a material interest in the Acquisition. As the Parent has a direct and indirect equity interest of approximately 41.55% in aggregate in the Company, it is a substantial shareholder of the Company. Bengbu Institute is an indirectly wholly-owned subsidiary of the Parent and thus constitutes a connected person of the Company. Accordingly, the entering into of the Agreement and the transactions contemplated thereunder constitute a connected transaction of the Company. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceed 0.1% but all such applicable percentage ratios are less than 5%, the Acquisition is subject to the reporting and announcement requirements, but is exempt from the circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules. Upon completion of the Acquisition, Bengbu Chemical Machinery will become a subsidiary of the Company and cease to be a connected person of the Company. Accordingly, the continuing transactions between the Group member and Bengbu Chemical Machinery will no longer be governed by the Master Mutual Provision of Products and Services Agreement between the Parent and the Company dated 18 January 2017, and also no longer constitute continuing connected transactions of the Group.
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 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 Group is principally engaged in, among others, manufacturing and sale of refrigerants, fluoropolymers, organic silicone and other products such as dichloromethane, polyvinyl chloride and liquid alkali. The Target Company, a non-wholly owned subsidiary of the Company and is currently undergoing stable development, has now established itself as a reliable supplier of industrial salt to the Group, providing raw materials which are reasonably priced and able to meet the Group’s sizable demand in quantity, stringent quality requirements and product variety. In order to enhance internal management and strengthen supply chain synergy, the Directors decide to conduct the Acquisition and consider that the Acquisition is beneficial to the Group as it is a major step for the Group to develop and extend to the supply of upstream raw materials and thereby facilitates the improvement of the overall planning of the Group with regard to the industry chain as a whole and may mitigate the effect of fluctuation in the raw material market on the production costs of the Group and minimize market risks. The Directors (including the independent non-executive Directors) consider the terms of the Share Transfer Agreement, which were determined after arm’s length negotiations between the parties thereto, are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
