DIRECTORS’ VIEW. Our Directors, including the independent non-executive Directors, are of the view that all the continuing connected transactions described under “—Continuing Connected Transactions subject to the Reporting, Annual Review and Announcement Requirements and Exempt from Independent Shareholders’ Approval Requirement” in this section have been and shall be entered into: (i) in the ordinary and usual course of our business; and (ii) on normal commercial terms or better that are fair and reasonable, and in the interests of our Shareholders as a whole, and the annual caps thereof are fair and reasonable and in the interest of our Shareholders as a whole. Save as disclosed in this section, our Directors currently do not expect that immediately following the [REDACTED], there will be any other transaction which will constitute a continuing connected transaction of our Company under the Listing Rules.
DIRECTORS’ VIEW. Given that the tea leaves are being purchased based on prevailing market rates, the Directors (excluding the independent non-executive Directors who will form the view after considering the advice from the independent financial adviser) consider that the Renewed Samoa Master Purchase Agreement is entered into on an arm’s length basis, on normal commercial terms, in the usual and ordinary course of business of the Group, and the transactions contemplated under the Renewed Samoa Master Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
DIRECTORS’ VIEW. Given that tea ware is being purchased based on prevailing market rates, the Directors (including the independent non-executive Directors) consider that the Renewed Xx Xx Master Purchase Agreement is entered into on an arm’s length basis, on normal commercial terms, in the usual and ordinary course of business of the Group and the transactions contemplated under the Renewed Xx Xx Master Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
DIRECTORS’ VIEW. Given that the processing services are provided based on prevailing market rates, the Directors (including the independent non-executive Directors) consider that the Renewed Samoa Master Processing Agreement is entered into on an arm’s length basis, on normal commercial terms, in the usual and ordinary course of business of the Group, and the transactions contemplated under the Renewed Samoa Master Processing Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
DIRECTORS’ VIEW. Each of the Directors (including the independent non-executive Directors) is of the view that the 2022 Services Framework Agreement is entered into on an arm’s length basis, on normal commercial terms and in the usual and ordinary course of business of the Group. The transactions contemplated under the 2022 Services Framework Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. INTERNAL CONTROL MEASURES In order to ensure that the terms of the property management services provided by Xxxxxxx Xxxxxxxxxxx are not less favourable than those available from Independent Third Parties, the Group has adopted the following measures:
DIRECTORS’ VIEW. The Directors (including the independent non-executive Directors) consider that the Mingfeng Leasing Framework Agreement is entered into on an arm’s length basis, on normal commercial terms, in the usual and ordinary course of business of the Group and the transactions contemplated under the Mingfeng Leasing Framework Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
DIRECTORS’ VIEW. Each of the Directors (including the independent non-executive Directors) is of the view that the 2018 Property Services Framework Agreement are entered into on an arm’s length basis, on normal commercial terms, in the usual and ordinary course of business of the Group. The transactions contemplated under the 2018 Property Services Framework Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. INTERNAL CONTROL MEASURES In order to ensure that the terms of the residential property management services provided by Future Land Yue Property Services are not less favourable than those available from independent third parties, the Group has adopted the following measures:
DIRECTORS’ VIEW. The Board has considered and duly passed the resolution approving the Investment Agreement and the transactions contemplated thereunder. Save that Xx. Xx Wenjin, who concurrently serves as a Director of the Company and also a director of Hi Sun, is deemed to have a material interest in the connected transactions contemplated under the Investment Agreement and has accordingly abstained from voting on the Board resolution, none of the other Directors has interests in the transactions contemplated under the Investment Agreement. The Directors (including the independent non-executive Directors but excluding Xx. Xx Wenjin having abstained from voting) are of the opinion that:
DIRECTORS’ VIEW. The Directors (excluding connected directors Xx. Xxxx Xxxxxxxxx and Xx. Xx Xxxxxx who have abstained from voting) are of the view that, though the Finance Leasing Agreement and the transactions contemplated thereunder are not in the ordinary and usual course of business of the Company, the Finance Leasing Agreement is entered into between both parties after arm’s length negotiation on normal commercial terms, the terms are all normal commercial terms, is fair and reasonable and in the interest of the Company and the Shareholders as a whole. Implications under the Listing Rules As the highest applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions contemplated under the Finance Leasing Agreement exceed 5% but are less than 25%, the Finance Leasing Agreement therefore constitute a disclosable transaction of the Company under Rule 14.07 of the Listing Rules, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, China Petrochemical Corporation is the Controlling Shareholder of the Company (holding 65.22% of the Company’s total share capital in issue) and China Petrochemical Corporation holds 50% equity interest of TSFL, as such, TSFL is an associate of China Petrochemical Corporation under Chapter 14A of the Listing Rules, and therefore a connected person of the Company. In accordance with Chapter 14A of the Listing Rules, transactions contemplated under this Finance Leasing Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules and are subject to reporting, announcement and approval of Independent Shareholders requirements.
DIRECTORS’ VIEW. Based on the above, the Directors consider that the internal control procedures are adequate and sufficient to ensure that the proposed annual caps and the applicable revenue limit will not be exceeded.
