REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Company expects that the Capital Increase will align the interests of the Subscribers (being the current senior management team of the Group’s household electrical appliances business) and the Group, as well as better integrate the Group’s resources and enhance synergies, so as to collectively achieve better development goals. The Directors (including the independent non-executive Directors) consider that the Capital Increase, albeit not in the ordinary and usual course of business of the Company, the terms of the Capital Increase Agreement are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole. No Director has any material interest in the Capital Increase Agreement or the transactions contemplated thereunder or is required to abstain from voting on the resolutions of the Board approving the Capital Increase Agreement and the transactions contemplated thereunder. IMPLICATIONS UNDER THE LISTING RULES Each of Mr. Xxx Xxx, Mr. Xxxx Xxxxxxxx, Xx. Xxx Xxxx and Xx. Xx Xx is a director of certain indirect non-wholly owned subsidiary(ies) of the Company. In addition, Mr. Xxx Xxx also holds approximately 62.5% equity interest in 北 京 樂 鵬 德 泰 投 資 有 限 公 司 (Beijing Le Xxxx Xx Xxx Investment Company Limited*), which in turn holds 40% equity interest in 慧 聰 （天津）電子商務產業投資有限公司 (Huicong (Tianjin) E-Commerce Investment Company Limited*), an indirect non-wholly owned subsidiary of the Company. Each of Mr. Xxx Xxx, Mr. Xxxx Xxxxxxxx, Xx. Xxx Xxxx and Xx. Xx Xx is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Capital Increase Agreement constitute a connected transaction of the Company under the Listing Rules. Given that upon completion of the Capital Increase, the equity interest held by Shenzhen Xxxx Xxxxxxx and Beijing Huicong Interconnection collectively in Guangzhou Huicong will decrease from 100% to approximately 60.00%, the transactions contemplated under the Capital Increase Agreement constitute a deemed disposal of 40.00% equity interest in Guangzhou Huicong by the Group. As more than one of the applicable percentage ratios in respect of the Capital Increase Agreement exceed 0.1% but are all less than 5%, the transactions contemplated under the Capital Increase Agreement are subject to the reporting and announcement requirement but exempt from independent Shareholders’ approval and circular requirements und...
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. AND SHARES SUBSCRIPTION AGREEMENT Sanbu Passenger and Freight Transportation, an associated company with 40% equity interest held by CKRTT, currently operates and manages a river port in Kaiping City, China (“Sanbu Port”). Due to the Jiangmen Municipal Government's plan to promote the urban construction and development of Kaiping City, the lands for wharves and buildings erected on the land of Sanbu Port will be expropriated by the Jiangmen Municipal Government. Upon completion of its construction, Sanbu New Port will actively seize the development opportunities arising from the rapid development of the Guangdong-Hong Kong-Macao Greater Bay Area and the future integration of Kaiping City’s port and shipping resources to add ore and other bulk cargo sources. In addition, Sanbu New Port will provide domestic and foreign trade container, bulk cargo and general cargo transportation services, as well as warehousing and logistics services for bonded zones, warehousing, e-commerce and logistics parks which will create a comprehensive, public and modern port in Kaiping City. As disclosed in the Voluntary Announcement, having considered that after the expropriation of Sanbu Port, the existing customers, business and employees shall be moved to and be undertaken by Sanbu New Port, the Board considers that the Shares Subscription is a good investment opportunity and believes that the business of Sanbu New Port may generate continuous and stable revenue for the Group in the future. The Board is of the view that the terms of the Capital Increase and Shares Subscription Agreement are on normal commercial terms and are fair and reasonable and the Shares Subscription is in the interests of the Company and its shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. Bailian Financial Services is a financial investment and operation platform of Bailian Group, and through the combination of technology and finance, integrates and builds a financial services company that integrates online and offline services and covers financial businesses such as consumption finance, payment, supply chain finance and wealth management so as to provide consumers and enterprises with multi-scenario financial service experiences. Meanwhile, it also continuously accumulates the technical capabilities to serve non-financial enterprises and cities to provide a wider range of financial and technology services for the whole society in order to enhance its financial value and platform value. The entering into of the Capital Increase Agreement and the Capital Increase contemplated thereunder will increase the liquidity of Bailian Financial Services to fund its business innovation and transformation. The continuous development of Bailian Financial Services will enhance the future investment return of the Company as well as support and promote the further development of e-commerce business of the Company. The Directors (including the independent non-executive Directors) consider that the terms of the Capital Increase Agreement are fair and reasonable and on normal commercial terms, and the Capital Increase contemplated thereunder, although not conducted in the ordinary and usual course of the business of the Company, is in the interests of the Company and its Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. None of Directors has any material interest in the Capital Increase Agreement, and no Directors is required to abstain from voting on the Board resolution of the Company regarding the approval of the Capital Increase Agreement. The Directors consider that the transaction contemplated under the Capital Increase Agreement is in line with the Company's long-term development strategy, which can enhance the Company's competitive advantage, broaden the development channels, and is expected to bring benefits to the operation of the Company. The Directors (including the independent non-executive Directors) are of the view that the Capital Increase Agreement and the Transaction are on normal commercial terms, which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. Reasons for the transaction As at the date of this announcement, the JV Company has a fully paid-up registered capital of RMB 1 billion. It is owned as to 60% by Inspur Group, 20% by Inspur Software, and 20% by Inspur General, respectively. The JV Company is a licensed financial company with its financial license* (金融許可證) issued by the PRC Banking and Insurance Regulatory Commission Shandong Bureau* (中國銀行保險監督管理委員會山東局). The JV Company is authorized with basic business qualifications* (基礎業務資質) to provide financial services such as deposits, loans, fund settlements, and guarantees. The JV Company has also been licensed with specialized business qualifications* (專項業務資質) to carry out services in interbank lending* (同業拆借) and handling and guaranteeing bills issued by other companies of the Group. According to the Administrative Measures for Enterprise Group Financial Companies*(《企業集團財務公司管理辦法》) of the Regulations of the PRC Banking and Insurance Regulatory Commission* (《中國銀行保險監督管理委員會規章》) and the guidance from relevant authorities, the JV Company must meet the requirement of registered capital in order to be authorized with more specialized business qualifications. Benefits of the transaction
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Board, including the independent non-executive Directors, is of the opinion that the Capital Increase is conducted based on the following reasons and in the interest of the Company and the Shareholders as a whole:
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Board, is optimistic about the future development and prospect of the digitalization and commercialization of intellectual properties engaged by the Target Company and is of the view that the Target Company will enrich the Group’s portfolio of the licensing of intellectual properties business. The Group immediately has access to their technical skill in the digitization of our intellectual properties and it also provides a good marketing platform. We expect an immediate transition of our existing scope of traditional licensing model into a digitized and technology driven licensing model and hence, expanding our scope of businesses. In addition, considering the Target Company’s demographic network and expertise in the PRC, it will be significantly beneficial to the Group’s future development and assist us to further develop and promote our intellectual properties and licensing businesses. Therefore, the Board believes that by providing liquidity for the Target Company through the Capital Increase, the Target Company can further expand its businesses and the Company can benefit from obtaining a greater control on the operation and businesses of Target Company. In view of the above, the Directors (including the independent non-executive Directors) are of the view that the Capital Increase Agreement has been entered into on normal commercial terms and are fair and reasonable and the transactions contemplated under Capital Increase Agreement are in the interests of the Company and the shareholders of the Company as a whole.
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Company is confident in the macroeconomic development of the PRC and the outlook of the finance leases market, the Capital Increase is conducive to enhancing the capital strength of the Company and its capability to serve the real economy, which will lay a solid foundation for the Company’s business development. Since the first quarter of 2023, as the impact of the Covid-19 pandemic receded and the advance deployment of the economic stabilization policy by the government, China’s economy has continued to regain its momentum, with market confidence and expectations improving significantly along with the overall stable recovery of the economic operation. The Company is of the view that the Capital Increase will be conducive to enhancing the capital strength and financial services capability of FETJ, and will be further beneficial to the development of the real economy in a high quality and sustainable manner, as well as promoting new poles of profit growth for the Company. Meanwhile, as China’s economic development is approaching for a new pattern, the Company also observes the complex and severe internal and external situation, coupled with many uncertainties on both domestic and external financial environments. Therefore, the Company will continue to implement its business strategy of “emphasis on stability” and further optimize the capital structure and financial flexibility of the Group through the Capital Increase, and lower the Company’s sensitivity to short-term volatility in the capital market by introducing long-term equity capital to enhance its own liquidity safety level of the Company, thereby maintaining the stable credit rating and robust capital profile of the Company and safeguarding the stability and sustainability of its principal leasing business segment. Going forward, the Company believes that the Capital Increase is beneficial to fulfilling the development mission of “integrating global resources and promoting industry development” and the development strategy of “finance + industry” of the Company, which is in line with the development direction of the Company of “backed by the mainland and headquartered in Hong Kong with influence extended to reach Southeast Asia” and is beneficial to the continued exploitation of the market-oriented, internationalized and professional advantages of the Company. In view of the above, the Directors (including independent non-executive Directors) consider that the terms of the Capital Increase Agree...
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Company is of the view that the Capital Increase will generate higher returns to the Group in future, should BQTM become more profitable in future. In the first half of the year of 2013, relying on its wide coverage of 15 airports and operation of 70 large LED/LCD screens in the airports, BQTM further consolidated its current position as the largest airport LED operator in China. It has launched a full range cooperation in business and capital with several big domestic aviation media operators. In May 2013, BQTM and China Aviation Media Advertising Company ( 中國航空傳媒廣告公司) entered into the contract to jointly operate the television programs on the aircrafts of Air China Limited (the “Air China”, 中國國際航空股份有限公司), pursuant to which BQTM obtained the exclusive general agent rights of all television programs in the aircrafts of Air China as well as the right to participate in and make suggestions to the contents of the television programs on the aircrafts of Air China. Substantive progress of BQTM is expected by the Directors for implementation of the current strategy in the future. HONG KONG LISTING RULES IMPLICATIONS As one or more applicable percentage ratios (as defined under Rule 14.04(9) of the Hong Kong Listing Rules) for the transactions contemplated under the Capital Increase Agreement exceed 5% but below 25%, the transactions contemplated thereunder constitute discloseable transactions of the Company under Chapter 14 of the Hong Kong Listing Rules. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, Trans-media, Tianjin Xxxxx, Xxxxxxx Cultural Fund, Xxxxxxx Xxxxx and the Individual Shareholder and their respective ultimate beneficial owner(s), are third parties independent of the Group and its connected persons (as defined in the Hong Kong Listing Rules). The Company confirms that there is no other transaction entered into between the Company and each of BQTM, Trans-media, Tianjin Xxxxx, Xxxxxxx Cultural Fund, Xxxxxxx Xxxxx and the Individual Shareholder and their respective associates, which should be, together with the Capital Increase, regarded as a series of transactions and treated as if they were one transaction under Rule 14.22 of the Hong Kong Listing Rules. The Directors are of the view that the terms of the Capital Increase Agreement are on normal commercial terms and are fair and reasonable and in the interest of the Company and its shareholders as a whole...
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE. The Company’s decision to further increase the capital of the Target Company is in line with the national policies of reform on state-owned enterprises-affiliated hospitals. Detailed information of the Target Medical Institutions is set out below: Medical Institution Grade/Class Location Actual Capacity of Beds China MCC 5 Group Co., Ltd. Hospital (中國五冶集團有限公司醫 院) Grade II Class A Chengdu, Sichuan 533 China MCC 19 Group Co., Ltd. Hospital (中國十九冶集團職工醫院) Grade II Class A Panzhihua, Sichuan 852 Minmetals Hanxing General Hospital (五礦邯邢職工總醫院) Grade II Class A Handan, Hebei 262 The Target Medical Institutions are located at relatively densely populated urban areas with geographical advantages. After the Target Medical Institutions being injected into the Target Company, the Group can further expand its national layout of the hospital business. In the future, the Group will further integrate medical resources and improve the overall operational efficiency and managerial capacity of the Target Medical Institutions, to establish their reputation in local areas for high-quality medical services. As a public company controlled by a stated-owned key enterprise with medical and health as its core business, the Company proactively responds to national policies, sticks to the philosophy of benefiting people’s livelihood with quality medical services, and makes great efforts to promote more acquisitions of state-owned enterprises-affiliated hospitals, actively building itself into a leading medical and health conglomerate. As Xx. Xxxxx Xxxxxx is the chairman and chief executive officer of CITIC Capital Holdings Limited, the holding company of CITIC Capital (Tianjin), and Xx. Xx Xxxxxxx is a director of China Minmetals Corporation, both of them have abstained from the voting to approve the transaction contemplated under the Capital Increase Agreement. The Directors (including the independent non-executive Directors, but excluding Xx. Xxxxx Xxxxxx and Xx. Xx Xxxxxxx) consider that further investment in the Target Company will enhance the long-term growth and value of the Group, strengthen the diversified healthcare service portfolio of the Group, and improve the Group’s core competitiveness. The Directors (excluding Xx. Xxxxx Xxxxxx and Xx. Xx Xxxxxxx) are also of the view that the terms of each of the Capital Increase Agreement are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.
