REASONS FOR AND BENEFITS OF THE DISPOSAL. The principal activities of the Group comprise the distribution and maintenance of a wide range of machine tools, precision measuring instruments, cutting tools, electronics equipment, professional tools and other machinery for the manufacturing industry in Hong Kong, the PRC and Southeast Asia. The Purchaser was established in 1934 and is one of the leading manufacturers for measuring instruments in the world, and has a long-standing relationship with the Group for over 50 years. The Company, through the Vendor, established the Target Company with the Purchaser in 2003 to provide a complete range of precision measuring instruments and related equipment to its customers in Hong Kong and the PRC. The Target Company has been an authorised distributor of the products of the Purchaser in Southern China. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, due to the keen competition in the measuring equipment market in Southern China in recent years, the Purchaser has decided to restructure its business in Southern China by, among others, consolidating its interests in the Target Group. As an incentive for the Group to dispose of its interests in the Target Company, the Purchaser has also agreed to appoint the Group as its preferred distributor in Southern China after the Disposal. Given that the Group is already the authorised distributor for the Purchaser’s products in Central and Northern China, the aforesaid preferential treatment would enable the Group to expand its distribution business in the PRC. Furthermore, after cessation of the cooperation arrangement with the Purchaser in the Target Company upon Completion, the Group would be able to develop and expand its own measuring instrument business in the PRC without any contractual restriction. In addition, the proceeds generated from the Disposal would allow the Group to reduce its indebtedness level, explore and pursue new business opportunities and allocate its resources to expand its existing business. The intended use of proceeds from the Disposal is set out in the section headed “Intended Use of Proceeds” below. Based on the above, the Directors consider that the Disposal contemplated by the Sale and Purchase Agreement is on normal commercial terms and the terms of the Sale and Purchase Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
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 Board is of the view that since the Disposal Group has recorded loss and the business prospect of the Disposal Group is no longer promising and the business of the Disposal Group will no longer create effective synergy with the Group’s principal businesses. Consequently, disposal of the Disposal Group may streamline the businesses of the Group so that the Group may focus the resources of the Group on its principal businesses. 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 the general working capital of the Group. None of the Directors, except Ms. Foo Xxx Xxx Xxxxx, has 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 at arm’s length 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 its shareholders as a whole. LISTING RULES IMPLICATIONS As the entire issued share capital of the Share Purchaser is beneficially owned by Ms. Foo Xxx Xxx Xxxxx and the entire issued share capital of the Guarantor is beneficially owned by Ms. Foo Xxx Xxx Xxxxx and Ms. Foo Xxx Xxx Xxxxx is the controlling shareholder, the chairman and an executive Director of the Company, Ms. Foo Xxx Xxx Xxxxx is a Connected Person of the Company under Chapter 14A of the Listing Rules. Since the applicable Percentage Ratios calculated under Rule 14.07 of the Listing Rules 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 requirements under Chapter 14A of the Listing Rules. None of the Directors, except Ms. Foo Xxx Xxx Xxxxx, has a material interest in the Disposal. Ms. Foo Xxx Xxx Xxxxx is a Connected Person and therefore has abstained from voting on the relevant Board resolutions approving the Disposal.
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Property was acquired by the Group through the Target in early 2018. The principal asset of the Target is the Property. The Property has been held as an investment property of the Group for 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 principal activities of the Group are property development and property investment in the PRC. Following the Company’s acquisition of 59% interest in SUD in November 2011, the Company participates in the project of “U Centre” via its interest in SUD as well as its interest in Earn Harvest. Since the Company has been exploring different ways to unlock the true value of some of its projects that are booked at costs in its financial statements, the Disposal is beneficial to realise part of the hidden value of this particular “U Centre” project. Besides, the Disposal will increase sources of funding to accelerate the development of the Group’s existing projects, and for acquisition of potential new projects. The Company considers that the Disposal presented the Group with a good opportunity to achieve the above objectives.
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.
