REASONS FOR THE ACQUISITION. The Group's principal activities include international ship chartering and ship owning. The Acquisition will enable the Group to continuously maintain a young and modern owned fleet of vessels to serve the growing needs of our customers. The Group currently owns one modern Capesize, one modern Panamax and eighteen modern grabs fitted Supramaxes including two Supramaxes which will be disposed by the Group later in 2008 as announced by the Company on 11 April 2008 and 16 April 2008. Taking into account all existing commitments to acquire and dispose of other vessels as announced by the Company previously, the Group will have additional nineteen newly built grabs fitted Supramaxes, two newly built Post-Panamaxes, two newly built Panamaxes and one second hand Handymax for delivery going forward, where three of which will be delivered in 2008, seven in 2009, seven in 2010, four in 2011, two in 2012 and one in 2013. The terms and conditions of the First Agreement and the Second Agreement have been agreed on normal commercial terms following arm's length negotiations. The Board considers such terms and conditions are fair and reasonable and in the best interests of the Company and its shareholders as a whole. The Company believes it is an opportune moment during recent market situations to further expand its fleet of vessels in order to increase operating income for the Group.
REASONS FOR THE ACQUISITION. The Company is an investment holding company and its subsidiaries are principally engaged in gaming and entertainment related business carried out in Macau. Given the strong junket gaming business in Macau since the Group’s foray into that business in 2007, the performance of Xx. Xxx in the junket representative industry and the strong and healthy business relationship between the Group and Xx. Xxx over the years, the Directors consider taking a further interest in the junket representative business would be beneficial to the Group and also will further increase the Group’s revenue and profit. Accordingly, the Directors consider the terms of the New Acquisition Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LAWS OF HONG KONG AND THE LISTING RULES As covered by the legal opinion as the Macau law, Xxx Xxx is validly licensed to act as a gaming promoter (or junket) in Macau. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Sands Macao is licensed to operate junket business and gaming business by the relevant authorities in Macau. Shareholders should be aware that under the guidelines issued by the Stock Exchange in relation to “Gambling activities undertaken by listing applicants and/or listed issuers” dated 11 March 2003, should the Group directly or indirectly be engaged in gambling activities and operation of such gambling activities (i) fail to comply with the applicable laws in the areas where such activities operate and/or (ii) contravene the Gambling Ordinance, the Company or its business may be considered unsuitable for listing under Rule 18.04 of the Listing Rules, the Stock Exchange may direct the Company to take remedial action, and/or may suspend dealings in, or may cancel the listing of, the Shares. In relation to the prevention of the money laundering activities, as both Hou Wan and Sands Macao are respectively licensed to operate junket business and gaming business by the relevant authorities in Macau and the amount of bet/Rolling Turnover is properly registered by both Xxx Xxx and Sands Macao, their gaming activities and businesses are subject to stringent control and regulation of the Macau Government. As their activities are under the regulation of the Macau Government and covered by a local legal opinion (as to Hong Kong law) that the gaming promotion businesses carried out by Xxx Xxx do not contravene any appl...
REASONS FOR THE ACQUISITION. The Group is expected to benefit from the Acquisition for the following principal reasons:
REASONS FOR THE ACQUISITION. The Group is principally engaged in property trading and investment, property development, treasury investments and hotel operation. The Company had unveiled in December 2013 a new corporate strategy under which it would develop and manage a portfolio of Real Estate Investment Trusts beginning with two companies trading in the United States, including GMR. The Directors consider that the Acquisition represents a good investment opportunity and believe that the Group will benefit from the stable and attractive rental income and anticipated appreciation in value of the Property while building the Group’s portfolio of medical investment properties in the United States. The Directors believe that the terms of the Agreement are on normal commercial terms, and are fair and reasonable so far as the Company and the Shareholders are concerned, and that the term of the Agreement is in the interest of the Company and the Shareholders as a whole. The Group may finance the funding requirements for the Acquisition by internal resources and corporate banking facilities or from other sources as deemed appropriate by the Board from time to time. It is expected that the Acquisition will be funded by approximately US$6 million in cash and the remaining US$15.7 million by bank borrowing. LISTING RULES IMPLICATIONS As the applicable percentage calculated according to Rule 14.07 of the Listing Rules exceeds 5% but is less than 25%, the Agreement and the transaction contemplated thereunder constitute a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
REASONS FOR THE ACQUISITION. The Group is principally engaged in the businesses of leveraged foreign exchange trading, securities broking, commodities broking, corporate financial advisory, asset management, bullion and precious metal trading, and personal financial planning services in Hong Kong. In view of the facts that (i) Cosmos is one of the two licensed foreign exchange brokerage houses in Taiwan, (ii) Cosmos has been carrying out the businesses of foreign exchange brokerage since May 1998, (iii) Cosmos reported net profits (both before and after taxation) for the past two financial years, and (iv) the Group intends to develop its business in the Greater China Region, the Directors consider that the Acquisition provides the Group with a good opportunity to develop its business operations in Taiwan and to enhance its overall competitiveness in foreign exchange brokerage business by attracting more clients in Taiwan. The Directors (including the independent non-executive Directors) consider that the terms in respect of the Acquisition are on normal commercial terms, in the ordinary and usual course of business of the Group and fair and reasonable so far as the Independent Shareholders are concerned.
REASONS FOR THE ACQUISITION. The Group is principally engaged in the manufacture and trading of polishing materials and equipment, trading of equity securities, investment in terminal and logistics services business and investment holding. The Board considers that the Acquisition (together with the Capital Injection) is a good opportunity for the Group to diversify its business and develop new revenue streams. As the Target Group generated net profits in the past two years ended 31 December 2013 and 2014 from its finance lease operations, the Board is of the view that the Acquisition provides the Group with an opportunity to gain access to the finance lease business in the PRC, can generate diversified income for the Group, and can enhance Shareholders’ value. The Directors (excluding the independent non-executive Directors whose view will be rendered upon receiving the advice of the independent financial adviser) consider that the terms of Acquisition Agreement, the Capital Injection Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. As at the date of this announcement, save as disclosed in the announcement of the Company dated 22 January 2015, the Company had not entered or did not propose to enter, into any agreement, arrangement, undertaking (whether formal or informal and whether express or implied) and negotiation (whether concluded or not) with an intention to dispose of or downsize the existing businesses of the Group.
REASONS FOR THE ACQUISITION. The Company is principally engaged in properties investment, manufacturing and sale of life-like plants, securities investment and investment in photovoltaic power plants in the PRC. As stated in the 2013 annual report of the Company, the Company is looking for new investments and business opportunities. The Company has identified photovoltaic power generation as a focus, as it is environmentally friendly and is a sector encouraged by the central government of the PRC. The Company has, since late April 2014, entered into a number of memoranda of understanding and agreements for the development of photovoltaic power plants in Gansu, Hebei, Inner Mongolia, Anhui, Yunnan and Xinjiang provinces. The Acquisition signifies the furtherance of the Company’s initiative into the photovoltaic power sector in the PRC. The Directors (including the independent non-executive Directors) consider that the First Agreement and the Second Agreement have been entered into on normal commercial terms and that such terms are fair and reasonable so far as the Company and the Shareholders are concerned and that the Acquisition is in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES As one of the applicable ratios as set out in Rule 14.07 of the Listing Rules in respect of the Acquisition is over 5% but below 25%, the Acquisition constitutes a discloseable transaction under Chapter 14 of the Listing Rules.
REASONS FOR THE ACQUISITION. The Group is the largest manufacturer of decorative base paper in the PRC, principally engaging in the production and sale of decorative base paper products and printing paper product in the PRC. Following the Acquisition, production of decorative base paper products will remain as a core business of the Group. As mentioned in the Company’s interim report for the six months ended 30 June 2009, the Group has been putting great emphasis on implementing environmental protection and corporate social responsibility. The strategy is to take advantage of opportunities provided by the PRC government’s increasing emphasis on the protection of environment and sustainable growth. The Group’s management is of the view that the development of the Wind Power Generation Business is in line with the Group’s strategy of focusing on environmentally friendly business, enables the Group to take advantage of favourable long-term national policies for corporate growth to increase shareholder value and return. The Wind Power Generation Business also provides the Group with a means of allocating the cash flow of the Group to gradually build up a new business line. Accordingly, the Directors consider that the Acquisition provides a valuable opportunity for the Group to diversify into a new and growing industry in the PRC that will add to its business and strengthen its financial capability, continuing development, and creating a new and sustainable source of earnings over the longer term. The Directors consider that the diversification of the Group’s business into this new area with high growth potential and steady income is in the best interests of the Company and its Shareholders as a whole. So far as the Directors are aware, the Equipment Company is the first company in the PRC that developed its own wind turbine technology, which gives it a competitive advantage over foreign and domestics manufacturers, and its wind turbines are capable of producing energy on a commercial basis at relatively light winds. The Equipment Company has made innovations in the wind power generation technology and related equipment and filed a number of patent applications in the PRC and has over 20 tertiary educated researchers and experts in its research and development section. As informed by the Vendors, as the contract prices for the Equipment and the engineering services were considered by the Target Company to be in line with the market price and in view of the level of technology for such equi...
REASONS FOR THE ACQUISITION. The Group is principally engaged in construction of commercial and residential properties for sale, ownership and operation of hotel business, leasing, management and agency of commercial and residential properties. The Group is a diversified property development company in the PRC, focusing on the development, investment and management of residential and commercial properties in the PRC. The Group currently has property projects under development in 12 cities which are located in the three regions including north of China, Shanghai city and its surrounding area and Hainan province. The Group is committed to pursuing promising integrated commercial and residential property projects in the PRC. The Group will keep on enhancing its overall competence and push for continuous growth so as to bring satisfactory returns to shareholders. The Land Parcel is located in the commercial core area around Nanjing South Train Station, being one of the largest transit stations serving a number of railway lines in the PRC. The PRC government plans to develop the surrounding area of Nanjing South Train Station into a mixed-use urban community including residential buildings, transportation hub and office towers. Given the unique location of the Land Parcel, the Board considers that the Land Parcel is of outstanding development potential and the Acquisition will enhance the Group’s profitability in the future. In view of the Group’s extensive experience in developing large-scale office and commercial complex such as Shanghai Zendai Wudaokou Financial Center and Shanghai Zendai Thumb Plaza, the Board is confident that the Land Parcel will be another landmark development in the PRC. On 16 November 2012, the Group entered into the Framework Agreement with Gefei Asset Management to jointly develop the Land Parcel, further details of which are set out in the circular of the Company dated 24 December 2012. Upon completion of the Framework Agreement, the Company will be interested in 90% equity interest of Nanjing Zendai and the capital commitment required on the part of the Company for the development of the Land Parcel is expected to be lowered, which would therefore enhance the financial flexibility of the Group for future investment opportunities. The Board also considers that the Acquisition will enable the Group to increase its land reserve. The Directors (including the independent non-executive Directors) are of the opinion that the terms of the Acquisition are fair and reas...
REASONS FOR THE ACQUISITION. The Company is an investment holding company and the Group is principally engaged in film production, distribution of film and television drama series, sales of Chinese health products, investing in operations which receive profit streams from the gaming promotion business, property and hotel investment, and property development. Upon Completion, the Group will engage in the provision of gaming promotion services to SJM, through Eight Elements, in Casino Lan Xxxx Xxxx. Pursuant to the Service Agreement, Classic Management grants to SJM a license to occupy and uses spaces in Hotel Lan Xxxx Xxxx to operate a casino, namely Casino Lan Xxxx Xxxx, and SJM has agreed to enter into a gaming promoter agreement with only one gaming promoter, namely Eight Elements, to be designated by Classic Management, who will be responsible for the operation of the VIP gaming floor in Casino Lan Xxxx Xxxx, for a term of three years with a right to renew thereafter. For the VIP gaming floor, SJM pays Classic Management a monthly compensation calculated at a fixed percentage of the gross gaming income or loss generated by the VIP gaming floor pursuant to the Service Agreement and Eight Elements a monthly commission equivalent to 44% of the gross gaming income or loss generated by the VIP gaming floor in Casino Lan Xxxx Xxxx pursuant to the Gaming Promoter Agreement. In addition, Classic Management pays Eight Elements a monthly fee equivalent to 6% of the gross gaming income or loss generated by the VIP gaming floor in Casino Lan Xxxx Xxxx relating to the gaming promotion services provided by Eight Elements pursuant to the VIP Room Cooperation Agreement. Such gaming promotion services include promotion, customer development and introduction, transportation arrangement, keep tracking the rolling turnover of each customer and maintaining commission payment system. In view of the growth in Macau VIP gaming revenue in recent years, the Company intends to indirectly participate in the gaming promotion business of VIP gaming floor in Casino Lan Xxxx Xxxx through the Acquisition. The Directors believe that the Acquisition allows the Group to have greater control over the management and marketing of the VIP gaming floor in Casino Lan Xxxx Xxxx as well as to receive a higher percentage of gross gaming income generated by the VIP gaming floor. Based on the above, the Directors consider that the terms and conditions of the Agreement are fair and reasonable and in the interests of the Company ...
