Reasons for and Benefit of the Proposed Subscription Sample Clauses

Reasons for and Benefit of the Proposed Subscription. As mentioned in the Announcement, the Parent Company intends to transfer its entire equity interest in the Company, representing approximately 49.91% domestic share shareholding interest, or approximately 50.04% domestic share shareholding interest upon completion of the Proposed Subscription in the Company, to Guangdong HEC Technology Holding Co., Ltd. (廣東東陽光科技控股股份有限公司) (“Guangdong HEC”), after the expiry of the 12-month lock-up period under Rule 10.08 of the Listing Rules (the “Proposed Transfer”). Pursuant to the Law of the PRC on Enterprise Income Tax (《中華人民共和國企業所得稅法》), the Parent Company will be subject to the income tax upon completion of Proposed Transfer. However, according to the Circular on Several Issues Concerning the Enterprise Income Tax Treatment of Corporate Restructuring (Cai. Shui [2009] No.59) (《財政部、國家稅務總局關於企業重組業務企業所得稅處理若干問題的通知》(財稅[2009]59號)) and Notice of Ministry of Finance and the State Administration of Taxation on Enterprise Income Tax Treatment Concerning Promoting Enterprise Restructuring (▇▇▇ ▇▇▇▇ [2014] No.109) (《關於促進企業重組有關企業所得稅處理問題的通知》(財稅[2014]109號)), if the shareholding in the Company to be transferred by the Parent Company exceeds 50%, the Parent Company can apply for payment of such income tax at such later time when it disposes of the equity interest in Guangdong HEC and the amount of the income tax to be paid will be in such proportion equal to the number of the shares it disposed in the total number of shares it acquired pursuant to the Proposed Transfer. Based on preliminary discussion and communication with the tax authorities, the Parent Company entered into the Capital Increase Agreement with the Company, pursuant to which, upon completion of the Proposed Subscription, the Parent Company will be interested in approximately 50.04% equity interest in the Company, and accordingly, the Parent Company can apply for payment of such income tax mentioned above at such later time when it disposes of the equity interest in Guangdong HEC in accordance with relevant PRC regulations. The Company also believes that it will derive the following benefits from the Proposed Subscription: (a) the subscription price of the additional Domestic Shares represented a premium to the average closing price of H Shares of the Company, which is more favourable than the terms that the Company is likely to obtain from independent third party investors; and (b) the Company could use the proceeds from the Proposed Subscription to further develop its ...
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