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CF Energy Responds to Dissident Misrepresentation Regarding Gas Price Policy

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TORONTO, Oct. 23, 2020 — In connection with the annual meeting of shareholders of CF Energy Corp. (TSX-V: CFY) (“CF Energy” or the “Company”) to be held on October 29, 2020 (the “Meeting”), the dissident shareholder 11882716 Canada Inc. (the “Nominating Shareholder”) has filed a dissident proxy circular dated October 14, 2020 (the “Dissident Circular”) and issued a press release dated October 16, 2020 (the “Dissident Press Release”).

In the Dissident Press Release, the Nominating Shareholder and Dissident Nominees attempt to further mislead shareholders by alleging that the Company has not complied with the PRC Central Government’s natural gas price reduction policies. This allegation is false, and demonstrates that the Nominating Shareholder and Dissident Nominees do not understand the regulation of pricing in the Chinese natural gas industry.

As disclosed by the Company in its July 23, 2020 press release, natural gas pricing for residential and non-residential customers is not set by operators such as the Company, but by local provincial and city regulators. The Company is in compliance with the natural gas utility pricing requirements of its local regulator, the Sanya City Development and Reform Commission (“SYDRC”), which are established taking into account the natural gas price reduction policies of China’s National Development and Reform Commission (“NDRC”). The Company recognized the negative impact of the price change and filed a Material Change Report on July 23, 2020.

The extent and timing over which price reductions will be required by the SYDRC is uncertain, and as they are not within the Company’s control, cannot be quantified as the Dissident Press Release suggests. As stated in the Company’s July 23, 2020 press release, the price will be likely adjusted every six (6) months. The Company will make further disclosure if there are any material changes.

The Dissident Nominees’ false allegations demonstrate that they do not understand the Chinese natural gas industry, and do not have the experience or expertise to lead the Company.

Shareholders are encouraged to read the Company’s Management Information Circular dated September 25, 2020 (the “Circular”) and press releases available at www.sedar.com.

Your vote has never been more important, please take the time to vote using only Management’s form of WHITE proxy or WHITE voting instruction form “FOR” the re-election of the Company’s existing directors in advance of the Meeting. Please disregard any other proxy received, if you have already voted using the dissident proxy you are able to change your vote for the current board by using the management WHITE proxy or WHITE voting Instruction form. A later dated proxy will revoke any previous proxy submitted. Shareholders are asked to vote in sufficient time for their proxy or voter information form to be received by Computershare Investor Services Inc. or the Corporate Secretary of the Company not later than October 27, 2020 at 10 a.m. (Toronto time), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.

Shareholders that have additional questions regarding the information contained in the Circular or would like assistance in voting their shares may contact the Company’s proxy solicitation agent, Shorecrest Group Ltd., by phone at 1-888-637-5789, collect call outside North America at 1-647-931-7454 or by email at [email protected].

About CF Energy Corp.

CF Energy Corp. is a Canadian public company currently traded on the Toronto Venture Exchange under the stock symbol “CFY”. It is an integrated energy provider and natural gas distribution company (or natural gas utility) in the PRC. CF Energy strives to combine leading clean energy technology with natural gas usage to provide sustainable energy to its customer base in the PRC.

Contact Information

Corporate Investment Relations [email protected]

Charles Wang Executive Assistant to CEO & Chair of the Board [email protected]

Frederick Wong Director of the Board [email protected]

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements and forward-looking information (collectively, “Forward-Looking Statements”). All statements, other than statements of historical fact, included or incorporated by reference in this document are Forward-Looking Statements, including statements regarding activities, events or developments that the Company expects or anticipates may occur in the future, including the negative effect on the Company’s business, the achievement of benefit for, and the safeguarding of interests of, the Company and its shareholders, the impact to the Company’s relationships with Chinese government, business partners and customers resulting from the loss of senior management, the future potential of the smart and green energy sector, and the Company’s position for growth. These Forward-Looking Statements can be identified by the use of forward-looking words such as “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “continue” or similar words or the negative thereof. No assurance can be given that the plans, intentions or expectations or assumptions upon which these Forward-Looking Statements are based will prove to be correct and such Forward-Looking Statements included in this news release should not be unduly relied upon.

Although management believes that the expectations represented in such Forward-Looking Statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such Forward-Looking Statements are not a guarantee of performance and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such Forward-Looking Statements. These factors include, without limitation, no significant and continuing adverse changes in general economic conditions or conditions in the financial markets. Readers are cautioned that all Forward-Looking Statements involve risks and uncertainties, including those risks and uncertainties detailed in the Company’s filings with applicable Canadian securities regulatory authorities, copies of which are available at www.sedar.com. The Company urges readers to carefully consider those factors.

The Forward-Looking Statements included in this news release are made as of the date of this document and the Company disclaims any intention or obligation to update or revise any Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein and accordingly undue reliance should not be put on such.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Thinking about buying stock in Workhorse Group, Aurora Cannabis, American Airlines, Transocean, or Nikola Corp?

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NEW YORK, Nov. 24, 2020 /PRNewswire/ — InvestorsObserver issues critical PriceWatch Alerts for WKHS, ACB, AAL, RIG, and NKLA.

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To see how InvestorsObserver's proprietary scoring system rates these stocks, view the InvestorsObserver's PriceWatch Alert by selecting the corresponding link.

(Note: You may have to copy this link into your browser then press the [ENTER] key.)

InvestorsObserver's PriceWatch Alerts are based on our proprietary scoring methodology. Each stock is evaluated based on short-term technical, long-term technical and fundamental factors. Each of those scores is then combined into an overall score that determines a stock's overall suitability for investment.

 

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SOURCE InvestorsObserver

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Leading Proxy Advisory Firm, Institutional Shareholder Services, Recommends Tessco Shareholders Vote On Barnhill's WHITE Consent Card

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HUNT VALLEY, Md., Nov. 24, 2020 /PRNewswire/ — Robert B. Barnhill, Jr., the founder and largest shareholder of TESSCO Technologies, Incorporated (NASDAQ: TESS) (“TESSCO” or the “Company”), today acknowledged that Institutional Shareholder Services Inc. (“ISS”), one of the leading proxy advisory firms advising institutional investors, has recognized the need for change on the Company's Board of Directors (the “Board”).  ISS has recommended its clients to support Mr. Barnhill's consent solicitation by consenting on the WHITE consent card to remove John D. Beletic, to add relevant industry expertise and independent viewpoints to the Board by adding two of Mr. Barnhill's independent director candidates and to repeal the Board's unilateral bylaw amendment doubling the threshold requirement for shareholders to call a special meeting from 25% to 50%.

Though ISS only called for the removal of Mr. Beletic from the Board, it stated that shareholders would be best served by the removal of both Mr. Beletic and Jay G. Baitler.  ISS noted that this recommendation was a consequence of the Company's dubiously timed and delayed effort at Board refreshment, which has created suboptimal proxy voting mechanics.  As a result, we believe the Company has intentionally and severely attempted to disenfranchise shareholders.

Mr. Barnhill respectfully disagrees with ISS' recommendation not to consent to elect Emily Kellum (Kelly) Boss and John W. Diercksen to the Board, as Ms. Boss and Mr. Diercksen provide skills, experience and independence which ISS identified as necessary contributions to a reconstituted Board.

***Shareholders should also be warned that, if shareholders only consent to remove Mr. Beletic and only elect two of Mr. Barnhill's independent nominees, the Board may elect to re-appoint Mr. Beletic to the Board, against shareholder wishes, but not inconsistent with past actions taken by the Board.  Therefore, it is essential that shareholders consent to remove Mr. Beletic, Mr. Baitler, Paul J. Gaffney and Morton F. Zifferer, Jr.1 and elect all four independent, highly-qualified and experienced candidates proposed by Mr. Barnhill.  If the Board is reconstituted in this manner, the reconstituted Board will take input from shareholders to appoint two additional directors, either Ms. Martine and Mr. McCray or other individuals, after considering all feedback received.***

Important statements by ISS in its voting recommendation include:2

The Board's Defensive Mentality and Hostile Approach to the Consent Solicitation

  • “The [B]oard has been slow to implement any substantive changes in spite of declining [C]ompany performance and increasing shareholder discontent, and the recent changes appear to be defensive maneuvers to win the campaign against Barnhill.”
  • “While the replacement of Shaughnessy and Zifferer may be welcomed by shareholders who desire a refreshed [B]oard, the timing of the announcement in the middle of Barnhill's campaign may be seen as reactionary and counter to the [B]oard's claim that it has a proactive refreshment strategy.”

Declining Stock and Operational Performance Warrant Change

  • “The [C]ompany's negative TSR over all periods of measurement and consistently declining operational performance suggest that change is warranted at the [B]oard level.”

 J. Timothy Bryan and Kathleen McLean Will Bring Relevant Industry Experience and an Independent Perspective

  • “Bryan's experience at NRTC appears applicable to challenges faced by Tessco and he has broad experience serving on public boards in the telecom industry.”
  • “McLean brings an understanding of Tier 1 public carriers from her time at Verizon and executive experience that could be helpful to executing the turnaround strategy at Tessco.”

ISS' analysis clearly supports Mr. Barnhill's contentions that not only is change necessary and urgent to start to fix years of the Company's declining stock and operational performance, but Mr. Barnhill has the right highly-qualified and independent candidates that can enact the type of change needed to secure the best outcome for all shareholders.

The Board's Reactive Settlement “Proposal” in Light of ISS' Recommendation

Today the Company announced via press release a settlement “proposal”. Rather than delivering the proposal privately to Mr. Barnhill, the Company both issued the release and delivered the proposal to Mr. Barnhill simultaneously, more than two weeks following Mr. Barnhill's latest settlement offer. In Mr. Barnhill's estimation, this approach demonstrates that the Board was more interested in pulling off a PR stunt, instead of pursuing a legitimate effort to reach a constructive solution.  The dubious nature of the proposal is even more pronounced when considering it in the Company's words “… would implement the preferred Board framework articulated by [ISS] in its [report about the Consent Solicitation]…”  Thus, the Company essentially confirmed that its settlement proposal is completely reactive.  Additionally, the settlement proposal terms appear disingenuous because it is conditioned on drastically off-market and off-putting concessions from Mr. Barnhill, including a multi-year standstill provision and voting commitment. What's more, it subjects independent nominees J. Timothy Bryan's and Kathleen McLean's service to certain conditions further demonstrating that the Board would still view them as somehow different than other independent members of the Board. Mr. Barnhill believes that if the Company truly was interested in doing right by shareholders, it would have listened to the feedback received from shareholders regarding the consent solicitation. Further, if the Company was merely acting consistently with ISS' recommendation, then why would it only agree to do so in exchange for multiple entrenchment concessions not found in the ISS recommendations? And why leave out the opportunity for other significant shareholders of 5% or greater ownership to have input in the Board's composition, as Mr. Barnhill proposed in his last settlement offer over two weeks ago?  Mr. Barnhill believes reasonable shareholders know exactly “why”—because the Board is desperate and increasingly convinced that Mr. Barnhill's consent solicitation will succeed.

This proposal appears to be a desperate effort by the Company that ignores its shareholders' demand for change on the Board.  It is unclear why the Board continues to believe it appropriate to substitute its judgment for that of shareholders by deciding its own composition, including by seeking to preserve the positions of the two new directors conveniently and unilaterally recruited, appointed and announced in the midst of the consent solicitation.  Despite all of this, Mr. Barnhill is reviewing the offer and will consider it in good faith.

Mr. Barnhill continues to urge shareholders to support much needed change on the Board by consenting to all proposals on the WHITE consent card today.  It is extremely important that shareholders take action immediately, to prevent the Board from continuing to spend exorbitant sums of money on advisors fighting for its entrenchment and allow for the reconstituted Board to get to work as soon as possible in an effort to restore shareholder value.

CONSENT TODAY!

We urge you to consent to all four proposals on the WHITE consent card and return it in your postage-paid envelope provided prior to December 11, 2020.  If you hold your shares in “street” name with a brokerage firm, bank, dealer, trust company or other nominee, please consult such nominee for instructions on how to consent or revoke your consent.

If you have any questions about the consent solicitation or need assistance executing the WHITE consent card, please contact:

Harkins Kovler, LLC
3 Columbus Circle, 15th Floor
New York, NY 10019
Telephone: +1 (212) 468-5380
Toll-Free: +1 (800) 257-3995
Email: [email protected]

Important Additional Information

Mr. Barnhill, Ms. McLean, Ms. Boss, Mr. Bryan, Mr. Diercksen, UA 6-9-2016 Robert B. Barnhill, Jr. Rev Trust, RBB-TRB LLC, a Maryland limited liability company (“RBB-TRB”), RBB-CRB LLC, a Maryland limited liability company (“RBB-CRB”), Robert B Barnhill Jr & Janet W Barnhill Tr FBO Durkin Slattery Barnhill Trust, Janet W Barnhill Tr UA 6 9 2016 Janet W Barnhill Rev Trust, Winston Foundation, Incorporated, a Maryland corporation, and Donald Manley (the “Participants” or “We”) are participants in the solicitation of consents from the Company's shareholders to remove Mr. Beletic, Mr. Baitler, Mr. Gaffney, Dennis J. Shaughnessy and Mr. Zifferer (and any other person or persons, other than those elected by this consent solicitation, elected, appointed or designated by the Board (or any committee thereof) to fill any vacancy or newly created directorship on or after September 25, 2020 and prior to the time that any of the actions proposed to be taken by the consent solicitation become effective) and elect Ms. McLean, Ms. Boss, Mr. Bryan and Mr. Diercksen to fill four of the resulting vacancies (as well as to amend the Company's Sixth Amended and Restated By-Laws proposed in connection therewith). We have filed a definitive consent solicitation statement and a WHITE consent card with the Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company's shareholders.

SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE CONSENT SOLICITATION STATEMENT, ACCOMPANYING WHITE CONSENT CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. UPDATED INFORMATION REGARDING THE IDENTITY OF POTENTIAL PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, IS SET FORTH IN THE DEFINITIVE CONSENT SOLICITATION STATEMENT AND OTHER MATERIALS FILED WITH THE SEC. Shareholders can obtain the definitive consent solicitation statement and any amendments or supplements to the definitive consent solicitation statement filed by the Participants with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available, without charge, on request from the Participants' proxy solicitor, Harkins Kovler, LLC at +1 (800) 257-3995 or via email at [email protected].

Certain Information Regarding the Participants

Mr. Barnhill is the founder, former Chairman of the Board and the largest shareholder of the Company.

Mr. Barnhill beneficially owns 1,620,387 shares of the Company's common stock (“Common Stock”) (approximately 18.5% of the outstanding shares), which includes 11,503.5 shares that Mr. Barnhill owns directly and the shares owned by the following Participants: UA 6-9-2016 Robert B. Barnhill, Jr. Rev Trust owns 1,265,882 shares of Common Stock, RBB-TRB, LLC owns 109,125 shares of Common Stock, RBB-CRB, LLC owns 109,125 shares of Common Stock, Robert B Barnhill Jr & Janet W Barnhill Tr FBO Durkin Slattery Barnhill Trust, owns 30,750 shares of Common Stock, Janet W Barnhill Tr UA 6 9 2016 Janet W Barnhill Rev Trust owns 67,500 shares of Common Stock, and the Winston Foundation, Incorporated owns 26,500 shares of Common Stock. Mr. Barnhill is the sole manager of RBB-TRB and RBB-CRB, a trustee of the UA 6-9-2016 Robert B. Barnhill, Jr. Rev Trust and the Robert B Barnhill Jr & Janet W Barnhill Tr FBO Durkin Slattery Barnhill Trust and a director of the Winston Foundation, Incorporated. Mr. Barnhill's spouse is a trustee of the Janet W Barnhill Tr UA 6 9 2016 Janet W Barnhill Rev Trust. The percentage of Mr. Barnhill's stock ownership is based on the 8,760,562 shares of Common Stock outstanding as of October 13, 2020, as reported in the Company's Consent Revocation Statement on Schedule 14A, filed with the SEC on October 15, 2020. Christopher Barnhill may be considered a Participant in the solicitation but is no longer providing any assistance with respect to the solicitation and does not currently beneficially, directly or indirectly own any securities of the Company.

None of the Participants (other than Mr. Barnhill) currently beneficially, directly or indirectly own any securities of the Company.

Investor/Media Contacts:

Harkins Kovler, LLC
Peter Harkins, Jr. / Rahsaan Wareham
(212) 468-5394 / (212) 468-5399
[email protected] / [email protected]

1 The Company has disclosed that Mr. Zifferer will step down from the Board, effective upon the conclusion of Mr. Barnhill's consent solicitation; however, Mr. Barnhill is concerned that Mr. Zifferer could withdraw his resignation (an action that Mr. Barnhill believes would be inconsistent with Mr. Zifferer's duties to the Company and its shareholders).  So, Mr. Barnhill believes that affirmative consents to Mr. Zifferer's removal remain important.

2 Permission to quote from the ISS report was neither sought nor obtained.

 

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SOURCE Mr. Robert B. Barnhill, Jr.

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Ready Computing Offers a Strategic Consulting Team of Experts in IT Interoperability

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NEW YORK, Nov. 24, 2020 /PRNewswire/ — For nearly a decade, Ready Computing and its professional services division have provided Healthcare IT consulting to a wide range of federal, state, and commercial clients. While Ready Computing initially concentrated its services within the United States, the company is now offering strategic consulting and other IT services to clients around the world, including Africa, Asia, the Middle East, and Europe.

Ready's Strategic Consulting Division helps clients better understand, plan, and execute their healthcare IT requirements, solutions, and roadmaps within today's rapidly evolving markets. Ready assists clients with developing strategies and plans that are sustainable, standards-based, and in compliance with regulatory requirements with a global perspective.

Ready's strategic consultants partner with and guide clients throughout the process. Through collaborative, cross-functional teams that consist of client and Ready resources, projects are optimized using a discovery-through-delivery methodology and, where applicable, a quality-centric software development life cycle. Ready's proven methodology ensures that requirements are well-defined and met.

“Our company proudly offers professional services that include hard-earned strategic consulting capabilities to meet a wide variety of IT needs across healthcare and other industries,” said Jeremy Derby, Vice President of Professional Services, Ready Computing. “Our diverse team of IT professionals has over 150 years of combined experience going above and beyond for our clients. Our work doesn't begin and end within the United States. Ready continues to grow an international presence, and our work with clients across many countries demonstrates our knowledge of international health regulations and interoperability standards – and our ability to help clients meet them.”

What makes Ready's strategic consulting so valuable? Ready Computing's strategic consulting team leverages its knowledge of the change management or adoption methodologies, international standards, protocols, technologies, and architectures prescribed by cross-industry groups and organizations to ensure that client solutions prioritize “time-to-market” and “time-to-value.” 

For example, several members of the strategic consulting team are among the world's experts on healthcare messaging methodologies including HL7v2, CDA, and FHIR. Ready understands and can quickly react to changes within regulations and standards, both within the United States and internationally.

No matter what an organization's Healthcare IT goals are, Ready is prepared to exceed them. Ready's Strategic Consulting Team's work often begins with understanding the client's needs and recommending the appropriate applications and services to meet the client's demanding healthcare IT environment needs. Ready can offer System Implementation, Software Development, Quality Assurance, Data Hosting, Managed Services, Application Support, and Change Management Methodologies to augment the client's plans and resources.

Want to discuss strategic consulting from Health IT experts and experience Ready Computing's powerful IT solutions? Visit Ready Computing at https://readycomputing.com/en/home/it-innovative-technology-solutions to get in touch.

About Ready Computing

Ready Computing specializes in designing, building, implementing, and managing large-scale IT solutions for healthcare and other industries. Ready Computing serves both the public and private sectors in the United States and internationally and supports organizations of all sizes with its comprehensive software and service offerings. Ready Computing excels in leveraging existing IT investments while providing complementary solutions that position clients for future growth and competitive advantage.

Check out Ready Computing on TwitterLinkedIn, and YouTube

CONTACT INFORMATION
Tiffany Kayar 
[email protected]

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SOURCE Ready Computing

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