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. It has always been the Company’s intention to acquire 100% of Shum Yip Property since the Company considers that such acquisition will provide the Group with opportunities, through the interest of Shum Yip Property in Chengdu Shum Yip, to acquire high quality re-development projects and increase the land reserves of the Group for meeting its future development needs, which are in line with the strategy of the Group of expanding its business development in the southwest region of the PRC and thereby enhancing the competitiveness of the Group. Accordingly, the Group had in March 2012 completed the acquisition of 85% interest in Shum Yip Property and the Acquisition is to complete the acquisition of the remaining 15% interest in Shum Yip Property. The Company is of the view that the Acquisition has the potential of further enhancing the profitability and value of the Group since after completion of the Acquisition, Shum Yip Property will become a wholly-owned subsidiary of the Group and the Group will have full control over Shum Yip Property. The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Acquisition as contemplated under the Agreement are fair and reasonable and on normal commercial terms and that the Acquisition is in the interest of the Group and the shareholders of the Company as a whole. LISTING RULES IMPLICATIONS Since the Vendor is an approximately 90.91%-owned subsidiary of Shum Yip Holdings, the controlling shareholder of the Company, the Vendor is a connected person of the Company under the Listing Rules and the Acquisition constitutes a connected transaction for the Company under the Listing Rules. As the consideration in respect of the Acquisition exceeds HK$1,000,000 but the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceeds 0.1% but is less than 5%, the Acquisition is only subject to the reporting and announcement requirements but is exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. As Xx. Xx Xxx, an executive Director, is currently the acting chairman and president of Xxxx Xxx Holdings, Mr. Xxx Xxxx, an executive Director, is currently the director of Shum Yip Holdings, Mr. Xxx Xxxxx, an executive Director, is currently the vice president of Shum Yip Holdings and Xx. Xxxxx Xxxx, a non-executive Director, is currently a director of Xxxx Xxx Holdings...
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Group is a property developer in the PRC and is principally engaged in the businesses of property development, property investment and hotel operations in the PRC. The Company believes that the Acquisition represents a valuable opportunity to acquire two quality residential projects located in Shanghai where the Group has a strong foothold. The Acquisition will help the Group achieve its strategic goals of continuing building its property portfolio in core first-tier and second-tier cities in the PRC. The Directors (including the independent non-executive Directors) consider that the Share Transfer Agreement has been made on normal commercial terms and in the ordinary and usual course of business of the Group, and that its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Given that one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 25% but none of such percentage ratios is 100% or above, the Acquisition constitutes a major transaction of the Company. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any material interest in the Acquisition under the Share Transfer Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Share Transfer Agreement and the Acquisition. Pursuant to the Listing Rules, shareholders’ approval is required for a major transaction. In this connection, the Company has obtained a written approval for the Share Transfer Agreement and the Acquisition in accordance with Rule 14.44 of the Listing Rules from Smart Charmer Limited, a Shareholder holding 3,365,883,000 ordinary shares of the Company, representing approximately 69.96% of the issued share capital of the Company as at the date of this announcement. Smart Charmer Limited has the right to attend and vote at the general meeting (if convened) to approve the Share Transfer Agreement and the Acquisition. As such, the Company is not required to convene a special general meeting to consider and approve the Share Transfer Agreement and the Acquisition as permitted under Rule 14.44 of the Listing Rules. As none of the Directors is considered to have a material interest in the Acquisition, no Director was required to abstain from voting on the resolution of the Board in respect of the Acquis...
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. Dalian Xxxxx is a reputable commercial properties company, holding and operating a large number of commercial properties and cultural and tourism projects nationwide, with excellent brand influence. Xxxxxx Xxxxx has a commercial planning research institute, a hotel design research institute and a nationwide commercial properties construction and management team, forming a whole chain of commercial properties and core competitive advantage. The 77 city hotels are located in the core of the city where they are located, and cooperate with four of Dalian Wanda’s self-owned hotel brands (including luxury brand Xxxxx Reign, ultra-luxury brand Xxxxx Xxxxxx, luxury brand Xxxxx Realm and selected brand Xxxxx Xxxxxx) and many internationally renowned luxury hotel management brands (including Westin, Hilton, InterContinental, Conrad and Le Meridien) with good operation status, market reputation and influence. The Acquisition is expected to enhance the Group’s long-term assets and existing portfolio of hotel assets in the PRC. The Directors (including the independent non-executive Directors) consider that the Acquisition is conducted on normal commercial terms, fair and reasonable and in the interests of the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES As one or more applicable percentage ratios under the Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 25% and all of the applicable percentage ratios are less than 100%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. An extraordinary general meeting will be convened and held for the Shareholders to approve the Agreement and the transactions contemplated thereunder. To the best knowledge, information and belief of the Directors, after making all reasonable enquiries, no Shareholder or any of its associate has any material interest in the Agreement and the transaction contemplated thereunder and is required to abstain from voting.
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. LISTING RULES IMPLICATIONS 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 Group is the leading brand in the amino acids health supplement market in the PRC with a diversified product portfolio across the health industry spectrum. The Group has an established distribution network, especially in eastern China. As at 31 December 2015, the Group’s health and nutritional supplement products were sold through approximately 80,000 third-party retail outlets in China and its pharmaceutical products were sold to about 800 hospitals nationwide. Approximately over 60% of the Group’s revenue was derived from sales in eastern China. In addition, the Group has also established approximately 200 Real Nutri Health Stores and online platforms for direct sales as at 31 December 2016. The Target Group mainly sells a combination of Chinese and western patented drugs, imported drugs, biochemical pharmaceutical products, health-care and medical devices and health and nutritional supplements. As at 31 December 2016, the Target Group operates over 500 integrated pharmaceutical retail outlets in a number of provinces in China, including Guangdong, Hubei, Fujian, Guizhou and Hainan, comprising over 260 Shenzhen China Associate Holding pharmacy stores and about 300 Tianlong franchisee pharmacy stores. Each of Shenzhen China Associate Holding and Tianlong is a subsidiary of the Target. The Board considers that building on the platform of the Group’s existing distribution network through third-party retail outlets and hospitals in China, the Acquisition will allow the Group to further expand into the downstream direct sales and distribution of pharmaceutical and health supplement products through the Target Group’s 500 retail outlets. Further, considering the Group’s established distribution network in eastern China, the Target Group will be an important step for the Group to penetrate into the markets in southern and central China, which will expand the Group’s distribution network in the PRC. In addition, the Group has been setting up experience areas in its retail outlets to provide a series of services exclusively for members of the Real Nutri Health Club, including professional advice on pharmaceutical and nutritional supplements and services allowing the users to monitor the effects of these products on them. The Group expects these services will help expand its membership program and be a key driver for the business of the Group. Operating its own retail outlets allows the Group to implement these business initiatives more efficiently and effecti...
REASONS FOR AND BENEFITS OF THE ACQUISITION. The Target Company has a number of property management projects in Jiangsu 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 Eastern region of the PRC. After the Acquisition, the total contracted GFA of the Group will be increased approximately fourfold from 8.2 million square meters at the beginning of 2020 to approximately 33.4 million square meters as at the date if this announcement, representing an increase of approximately 307%. At the same time, the total GFA of the Group under management will be increased approximately threefold from 8.2 million square meters at the beginning of 2020 to approximately 25.3 million square meters as at the date if this announcement, representing an increase of approximately 209%. 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. Anson CNC is principally engaged in the design, research and development, manufacturing, marketing and sale of servo motors, servo drivers and motion controllers. The Acquisition is in line with the long term business strategy of the Group and could help to strengthen the Group’s leading position in the industry. It could secure a steady supply of the parts for the Group’s production and facilitates better implementation of synergistic cooperation between the Group and Anson CNC. The Acquisition will also provide an opportunity to bring financial growth to the Group and enhance the return to its shareholders in the long run. The Directors, including the independent non-executive Directors, believe that the Acquisition is on normal commercial terms which are fair and reasonable and in the interests of the Company and its shareholders as a whole.
