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 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. During the past few years, the Group has been in the process of re-aligning its strategy to focus on property development projects in the Yangtze River Delta and prosperous cities, where the Group has a strong foothold. In addition, 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 the Zhuhai Qi’ao Island Project. The Company intends to use the proceeds from the Disposal to finance its existing property development projects, and potential new projects that may be identified in the future. The Directors consider that the terms of the Agreement and the Disposal are fair and reasonable and in the interests of the Company and its 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 Disposal under the Agreement exceed 25% but none of such percentage ratios are 75% or above, the Disposal 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 Disposal under the Agreement and therefore none of them is required to abstain from voting if a general meeting was to be convened to approve the Agreement and the Disposal. 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 Agreement and the Disposal 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 69.95% 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 Agreement and the Disposal. As such, the Company is not required to convene an extraordinary general meeting to consider and approve the Agreement and the Disposal as permitted under Rule 14.44 of the Listing Rules. A circular containing, among other things, further information in respect of the Disposal will be...
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 Directors (including all the independent non-executive Directors) are of the view that the terms of the Disposal are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Group which are fair and reasonable and in the interests of the Shareholders. 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 general working capital of the Group. None of the Directors, except Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx, have 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 on an arm’s length basis 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 the Shareholders as a whole. LISTING RULES IMPLICATIONS As the entire issued share capital of the Share Purchaser is beneficially owned by Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx and their family members and Madam Foo Xxx Xxx Xxxxx is the controlling shareholder, the chairman and an executive Director of the Company who is interested in approximately 69.17% interests of the Company (as defined under Part XV of the Securities and Futures Ordinance) as at the date of this announcement and Xx. Xxxx Xxx Xxxx is an executive Director of the Company, Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx are Connected Persons of the Company as defined under Chapter 14A of the Listing Rules. The Share Purchaser is an associate of Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx and hence a Connected Person of the Company. The Disposal therefore constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. Since the applicable percentage ratios 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 requirement under Chapter 14A of the Listing Rules. None of the Directors, except Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx, have a material interest in the Disposal. Madam Foo Xxx Xxx Xxxxx and Xx. Xxxx Xxx Xxxx are Connected Persons and therefore have abstained from voting on the relev...
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.
