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中國萬天控股:有關(1)建議出售附屬公司;及(2)建議租回物業的須予披露及關連交易

CHINA WANTIAN: DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO (1) PROPOSED DISPOSAL OF SUBSIDIARIES; AND (2) PROPOSED LEASEBACK OF PROPERTIES

HKEX ·  Sep 27 20:14

Summary by Futu AI

中國萬天控股有限公司(「中國萬天」)於2024年9月27日宣布,與買方廖先生簽訂購股協議,出售其全資附屬公司獅城的全部已發行股份,以及該附屬公司間接持有的物業權益,總代價為56,320,000港元。同時,公司將根據購股協議的條件,在完成日期或之前與廖先生訂立租回協議,租賃該物業兩年,每月租金200,000港元。由於廖先生為公司執行董事及主要股東,並且是目標集團的唯一董事,因此此次交易構成關連交易,需遵守上市規則第14A章的申報、公告及獨立股東批准的規定。公司將於2024年11月8日或之前寄發通函給股東,並召開股東特別大會以審批該交易。獨立董事委員會已成立,並委任紫荊融資有限公司作為獨立財務顧問,以就交易的公平性及合理性提供意見。
中國萬天控股有限公司(「中國萬天」)於2024年9月27日宣布,與買方廖先生簽訂購股協議,出售其全資附屬公司獅城的全部已發行股份,以及該附屬公司間接持有的物業權益,總代價為56,320,000港元。同時,公司將根據購股協議的條件,在完成日期或之前與廖先生訂立租回協議,租賃該物業兩年,每月租金200,000港元。由於廖先生為公司執行董事及主要股東,並且是目標集團的唯一董事,因此此次交易構成關連交易,需遵守上市規則第14A章的申報、公告及獨立股東批准的規定。公司將於2024年11月8日或之前寄發通函給股東,並召開股東特別大會以審批該交易。獨立董事委員會已成立,並委任紫荊融資有限公司作為獨立財務顧問,以就交易的公平性及合理性提供意見。
China Wantian Holdings Limited ("China Wantian") announced on September 27, 2024, that it has signed a stock purchase agreement with Mr. Liao, the buyer, to sell all the issued shares of its wholly-owned subsidiary Lion City, as well as the property rights indirectly held by the subsidiary, for a total consideration of HK$ 56,320,000. At the same time, the company will enter into a leaseback agreement with Mr. Liao on or before the completion date, leasing the property for two years at a monthly rent of HK$ 200,000 based on the terms of the stock purchase agreement. As Mr. Liao is an executive director and a significant shareholder of the company, as well as the sole director of the target group, this transaction...Show More
China Wantian Holdings Limited ("China Wantian") announced on September 27, 2024, that it has signed a stock purchase agreement with Mr. Liao, the buyer, to sell all the issued shares of its wholly-owned subsidiary Lion City, as well as the property rights indirectly held by the subsidiary, for a total consideration of HK$ 56,320,000. At the same time, the company will enter into a leaseback agreement with Mr. Liao on or before the completion date, leasing the property for two years at a monthly rent of HK$ 200,000 based on the terms of the stock purchase agreement. As Mr. Liao is an executive director and a significant shareholder of the company, as well as the sole director of the target group, this transaction constitutes a related party transaction and must comply with the declaration, announcement, and independent shareholder approval requirements of Chapter 14A of the Listing Rules. The company will mail a circular to the shareholders by November 8, 2024, at the latest, and convene a special general meeting of shareholders to approve the transaction. An Independent Board Committee has been formed and Purple Orchid Finance Limited has been appointed as the independent financial adviser to provide opinions on the fairness and reasonableness of the transaction.

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