10:55 HANTEC INV HOLD<00111> - Announcement (3) In addition, Taiwan's financial market has been gradually opened up and the types of financial products are increasing, which the Directors expect will provide further opportunities to the Group. Notwithstanding the loss-making track record of Fulland and in view of the positive market trend together with the Company's knowledge and experience in Taiwan gained from its operation and management of Fulland, therefore the Directors expect that the Acquisition will be beneficial to the business of the Group. The Acquisition is in line with the Group's intention to expand market presence in overseas market. As a result of the Acquisition, Fulland will become an indirect wholly owned subsidiary of the Company and the Group will have absolute control over the management and the development plan of Fulland. The Company intends to devise additional development plans for Fulland such as expansion of its existing securities advisory license to engaging into other financial advisory business, subject to government approvals of Taiwan. Moreover, the Company's representative office in Taiwan will be relocated to share office with Fulland in order to centralize the Group's operations in Taiwan, enhance operational efficiency and reduce operating cost in the long run. The Company also intends to change the name of Fulland to *(Hantec Fulland Securities Consultant Company Limited), subject to government approvals of Taiwan, so as to enhance the Group's brand awareness in Taiwan. The Directors (including the independent non-executive Directors) are of the view that terms of the Sales and Purchase Agreement are normal commercial terms agreed after an arm's length negotiations between the parties, and entering into the agreement is in the ordinary and usual course of business of the Company, fair and reasonable and in the interests of the Company and the Shareholders as a whole. GENERAL Entering into the Sales and Purchase Agreement constitutes a connected transaction of the Company under the Listing Rules, as Ms. Chang is a substantial shareholder owning 30% shareholdings of Fulland. As the consideration for the Sale Shares is less than HK$10,000,000 and the relevant applicable percentage ratios are less than 2.5%, the Sales and Purchase Agreement is subject to the reporting and announcement requirements set out in rules 14A.45 to 14A.47 of the Listing Rules and is exempt from the independent shareholders' approval requirements set out in rule 14A.48 of the Listing Rules. DEFINITIONS "Acquisition" the acquisition of the Sale Shares "associates" has the meaning ascribed to it in the Listing Rules "Company" Hantec Investment Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange "connected person(s)" has the meaning ascribed to it in the Listing Rules "Directors" director(s) of the Company "Fulland" *(Fulland Securities Consultant Company Limited), a company incorporated in Taiwan with limited liability, being a 70% owned subsidiary of the Company prior to the Acquisition "Group" the Company and its subsidiaries "Hantec Taiwan" Hantec Taiwan Investments Limited, a company incorporated in Hong Kong with limited liability, being an indirect wholly owned subsidiary of the Company "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "HK$" Hong Kong dollars, the lawful currency of Hong Kong "independent third parties" persons who, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, are not connected persons of the Company and its subsidiaries, its directors, chief executive or substantial shareholders or their respective associates