REASONS FOR AND BENEFITS OF THE DISPOSAL. The Company is principally engaged in investment holding and the Group is principally engaged in the property development of properties for sale in the PRC, the investment of commercial and residential properties located in the PRC for rental income potential and/or for capital appreciation, the provision of project management services in the PRC and the provision of investment services in relation to investment in and sale of property development and old village land redevelopment projects in the PRC. The Disposal Company was in a net liability position as at 31 March 2023 and this position is expected to remain at the same level upon settlement of the legal case amounted to RMB296,304,000 (equivalent to approximately HK$323,920,000), when Hengxiang Real Estate will transfer the properties held under the Anshan Coastal Xintiandi Project for settlement purposes as disclosed under the section headed “Information on the Disposal Company” in this announcement. The net liability position of the Disposal Company is mainly attributable to the trade and other payables in the amount of approximately HK$368 million and tax payable in the amount of approximately HK$37.6 million as at 31 March 2023. As the Disposal Company will not have any operations subsequent to the transfer of the Anshan Coastal Xintiandi Project for settlement of the legal case and the completion of the title transfer process of the Beijing Bay Project, its net liability position is expected to worsen when it continues to incur day-to-day expenses. Given the current financial position and the future prospects of the Disposal Company, the Board is of the view that the Disposal will enable the Group to realise its investment in the Disposal Company and improve the balance sheet of the Group as the Disposal Company will cease to be a subsidiary of the Group and the assets and liabilities of the Disposal Company will no longer be consolidated into the consolidated financial statements of the Group. Following Completion, the Group will continue to operate the following projects in terms of its operations in the property development segment: Project Use Market value as at 31 March 2023 Development stage GFA of the development Total revenue expected to be recognised for the whole project Timeline of revenue recognition Whether the revenue will be consolidated into the Company’s financial statements (RMB’000) (sq.m.) (RMB’000) Shahekou District, Dalian Mixed 50,700 Completed for sale 217,200 55,620 Star...
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 its shareholders as a whole. 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. The Purchaser is principally engaged in a range of securities trading activities and provision of investment services. The Vendor is an investment holding company. As the highest applicable percentage ratio (as defined in the Listing Rules) 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 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 such matters. The Company has a closely allied group of shareholders which together hold approximately 50.86 % 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 will obtain a written approval from Americus Holdings Limited which held 250,813,276 shares in the Company as at the date of this announcement (representing approximately 24.70% of the issued share capital of the Company), and from Fenmore Investments Limited which held 265,701,618 shares in the Company as at the date of this announcement (representing approximately 26.16% of the issued share capital of the Company), for the approval of the Disposal. Americus Holdings Limited is a company wholly owned by Xx. Xxx Xxxx Xxxxx, Xxxxx. The said 265,701,618 shares held by Fenmore Investments Limited are part of the property of a discretionary trust of which Xx. Xxx Xxxx Xxxxx, Xxxxx an...
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. At the time of this announcement, the Group is principally engaged in the business of property development and investment, and manufacturing and trading of wine products. As reported in the Group’s interim report for the six months ended 30 September 2008, the Group’s wine business conducted by Xxxxxxxxx continued to be disappointing. Fushiwang was in serious financial distress due to lower demand, increasing market competition, upsurge of operating costs and inadequate financial resources. The Directors believe that with reference to the financial position of the Disposal Group, in particular the losses on operations and the size of net liabilities, it is highly unlikely for the Disposal Group to contribute positively to the profitability of the Group in short and medium term. Taking into account of the negative net asset value of the Disposal Group and the accumulated losses recorded by the Disposal Group, which were mainly due to the operating losses of the Disposal Group in the past years, the Directors consider it is in the best interest of the Company and the Shareholders as a whole to dispose of the entire issued share capital of South Perfect, and hence the investment in Fushiwang, pursuant to the terms and conditions of the Sale and Purchase Agreement. After the Disposal, the Company will be able to deplore its resources to new business opportunities which could generate good revenue for the Group. Based on the audited consolidated financial statements of the Disposal Group for the year ended 31 March 2008, it is estimated that, upon completion of the Disposal, the Group will record a gain on Disposal of approximately HK$21,000,000 for the year ending 31 March 2010, after deducting the commission payable to the Agent and other expenses. Such gain is estimated based on (i) the consideration under the Sale and Purchase Agreement and (ii) reversal of net liabilities attributable to the deconsolidation of the Disposal Group. The final amount of the actual gain as a result of the Disposal will be determined upon completion of the Disposal and subject to review by the Company’s auditors.
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. 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. In 2016, the Group acquired the Target Group, which was then the largest waste management service provider in New Zealand, to promote its brand in overseas market and consolidate its leadership in the environmental industry. In the past few years, the Group has explored synergistic demands, industry integrations and collaborations between its domestic and overseas business and has repeatedly been awarded as the Top Ten Influential Enterprises in the solid waste industry by virtue of outstanding market influence and clear strategic positioning. However, in light of the latest market sentiment and uncertainties in international relations, the Company intends to focus on its waste treatment and waste-to- energy business development in the PRC in the long run. The Disposal, namely the disposal of the Group’s entire business segment in New Zealand, represents a good opportunity of the Group to realise its overseas investment for cash and reposition its strategic focus in the PRC. The Disposal is a key step of the Group’s business strategy which will enable the Group to reallocate and consolidate the capital and human resources originally used in the Target Group to its business development in the PRC. In addition, as set out in the “Use of Proceeds” section above, a considerable amount of the net proceeds will be used to repay the existing loans and liabilities of the Group which will reduce the indebtedness of the Group and strengthen the financial position of the Group. In light of the above, the Directors are of the view that the terms of the Agreement are on normal commercial terms, fair and reasonable, and the Disposal is in the interests of the Company and the Shareholders as a whole. On 31 March 2022, BCHK signed an irrevocable undertaking to the Company that it will, after the Disposal is approved by the shareholders at the general meeting of BCPRC, vote in favour of the relevant resolution(s) to be proposed at the EGM for approving the Disposal. On 31 March 2022, BCG Chinastar signed an irrevocable undertaking to the Company that it will vote in favour of the relevant resolution(s) to be proposed at the EGM for approving the Disposal. As at the date of this announcement, the number of Shares held by BCHK and BCG Chinastar amounted to 6,449,026,736 Shares and 3,116,767,072 Shares, respectively, representing approximately 45.11% and 21.80% of the total issued Shares, respectively. As the highest applicable percentage ratio (as defined in Rule 14.07 of th...
REASONS FOR AND BENEFITS OF THE DISPOSAL. The Target was acquired by the Group in early 2018. Its principal asset is the Property. The Property has been classified as investment property of the Group as the Group has been leasing the Property out to generate 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. The Group considers the Disposal as an opportunity to generate an immediate cash inflow to the Group from the realization of its investment in the Target Company. Accordingly, the Group may reallocate its resources to other investment opportunities which may generate a better return.
REASONS FOR AND BENEFITS OF THE DISPOSAL. In the view that the Target Group recorded consolidated net losses for the four years ended 31 December 2016, 2017, 2018 and 2019 and that, during the year ended 31 December 2016, the Target Group had recorded a significant impairment on intangible assets, it was resolved by the Board to proceed with the Disposal with a view to improving the Group’s financial status and reducing the risk of having further losses and impairment derived from the Target Company. In addition, the Company is of the view that through the Disposal, the Company will be able to optimize and adjust its asset structure to increase the liquidity of assets, improve the efficiency of the use of the Company’s assets and gain certain benefits therefrom. As such, the Board considers that the Disposal is in the interest of the Company and the Shareholders as a whole.
