Reasons for and Benefits of the Transactions PRC laws do not permit companies, including subsidiaries and associates, other than regulated financial institutions, to extend intra-group loans directly. Any such loan must be directed through a regulated financial institution. COFCO Finance is a non-banking financial institution approved and regulated by PBC and CBIRC, and is authorised to provide various kinds of financial services to COFCO and its members in the PRC, including deposit-taking and loan services. The main reasons for the Group to enter into the 2021 Financial Services Agreement with COFCO Finance are as follows:
Reasons for and Benefits. The Company is of the view that the Business Management Services Agreement will be conducive to: (i) making full use of SZCDG’s talent advantages in business management; (ii) leveraging SZCDG’s employees with rich management experience to achieve human resources integration; and (iii) obtaining a ready and stable supply of personnel services, reducing the Company’s labour costs and promoting the Company’s daily operations. The Directors, including independent non-executive Directors, save for Xx. Xx Xxxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx, Xx. Xxxx Xxxxxx, Xx. Xx Xxxxx and Xx. Xxxx Xxx, who are Directors recommended by SZCDG, are of the view that the Business Management Services Agreement (including the annual caps thereunder) and the transaction contemplated thereunder are on normal commercial terms or better and in the ordinary and usual course of business of the Group, and in the interests of the Company and the Shareholders as a whole, and their terms are fair and reasonable. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, SZCDG holds approximately 29.28% of the Shares in issue. Accordingly, SZCDG is a substantial shareholder and hence a connected person of the Company. The transaction contemplated under the Business Management Services Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the annual caps for the Business Management Services exceed 0.1% but are all below 5%, the Business Management Services are subject to the reporting, annual review and announcement requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Save for Xx. Xx Xxxxxxxx, Xx. Xxx Xxxxxxx, Xx. Xxx Xxxxxxxx, Xx. Xxxx Xxxxxx, Xx. Xx Xxxxx and Xx. Xxxx Xxx (who are Directors recommended by SZCDG), who have abstained from voting in the relevant board resolutions at the relevant meeting of the Board, the Directors confirm that none of the other Directors had a material interest in or were required to be abstained from voting in the board resolutions relating to the Business Management Services.
Reasons for and Benefits of the Revised Cap Sany Group is principally engaged in, among others, the manufacture and distribution of engineering machineries for construction purposes while the Group is able to manufacture the required parts and components for those engineering machineries. By selling unused parts and components produced by the Group to the Sany Group, the Group can enhance its inventory flexibility. In addition, the Group will sell the relevant parts and components to Sany Group at prices which should be in any event no less favorable to the Group than is available to Independent Third Parties.
Reasons for and Benefits of the Northeastern Lion Acquisition Taking into account that the Company has the strategy of diversifying mining resources and internationalization, the Northeastern Lion Acquisition will be beneficial to the Company’s expansion strategy into nickel mines business. Nickel is widely used in the field of consumable, military, transportation, aerospace, marine industry and construction industries. Many countries, including the PRC, have considered nickel as a strategic resource. Due to the importance of nickel, the Company considers the Northeastern Lion Acquisition as a strategic investment. Given that the nickel resources involving in the Northeastern Lion Acquisition are rich (the measured and indicated nickel resources and the inferred nickel resources of the Project Companies reached approximately 3.75 million tonnes and 1.04 million tonnes respectively) and a nickel smelter with annual production capacity of 40,000 tonnes will be completed by the end of 2016, it is a precious opportunity for the Company to enter into the market of nickel, which will help the Company to diversify mining resources, expand the business scope and enlarge the scale as well as become an international mining company. One of the Project Companies, KS, has commenced mining, selling laterite nickel and will gradually expand its mining capacity. Meanwhile, the Company also acquired a laterite nickel ore smelter as well as a base for staff training and continuing improvement of the alchemical technique for laterite nickel ore in the PRC. In addition, the Company possesses an alchemical technique for laterite nickel mining and metallurgy, which can be applied in Indonesia and has economic feasibility. The Directors believe that the Northeastern Lion Acquisition will provide the Company with a precise opportunity to invest in the overseas mining business with comparatively low risk. The Company believes that the Northeastern Lion Acquisition will be complementary to the Company’s existing business and will further enhance the Group’s mineral resources and operations as a whole. Based on the foregoing, the Directors (other than the independent non-executive Directors who will express their views after receiving advice from the independent financial adviser appointed by the Company) are of the view that the transactions contemplated under the Share Purchase Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole...
Reasons for and Benefits. The Directors consider that the transactions contemplated under the Limited Partnership Agreement and the Pledge Agreements as part of the security for the Entrustment Loans will facilitate the Target Companies in meeting their financial needs in the development of the Target Projects, which are expected to bring investment returns and provide capital appreciation potential of the Group. In view of the above, the Directors are of the view that the terms of the Limited Partnership Agreement, together with the Pledge Agreements are fair and reasonable and in the interests of the Group and the Shareholders as a whole. LISTING RULES IMPLICATIONS As two of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Transaction are more than 5% but less than 25%, the Transaction constitutes a discloseable transaction for the Company and is subject to the announcement and reporting requirements under Chapter 14 of the Listing Rules.
Reasons for and Benefits of Entering into the Everbright Group Non-financial Miscellaneous Services Framework Agreement The reasons for and benefits of entering into the Everbright Group Non-financial Miscellaneous Services Framework Agreement between the Group and the Everbright Group are as follows:
Reasons for and Benefits of the Transaction CITIC Group is involved in various fields such as financial services and real estate industry. Its member companies, such as China CITIC Bank, CITIC Securities, CITIC Trust and other institutions are leading enterprises in their respective industries, and boast strong comprehensive strength. Before CITIC Group became the substantial shareholder of the Company, the Company maintained a good and long-term cooperative relationship with CITIC Group. The Company conducts transactions under the Comprehensive Services Framework Agreement with CITIC Group based on the demand of the ordinary business of the Company, and for which it may integrate strengths and resources of the Company and CITIC Group, give full play to the synergy effect of the integrated financial platform of CITIC Group and effectively improve the Company’s economic benefits, to promote the Company’s business development.
Reasons for and Benefits of the System Services Transactions The System Services Transactions between ACCA, Eastern Airlines and Shanghai Airlines under the System Services Agreement are in the ordinary and usual course of business of the Group. The Group will receive service fees for provision of such products and services and thus such transactions will increase the total revenue of the Group. The Directors (including the independent non-executive Directors) are of the view that the System Services Transactions are conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and that the terms of the transactions and the proposed annual cap are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Reasons for and Benefits of the Outsourcing Agreement The Company would like to outsource its Airport Ground Service to adjust and focus its management resources on its airport operation to maximise the operation efficiency. The Directors believe that Xxxxxx Xxxxxxxxx is a competent airport ground services provider that can meet the need of the Company with a reasonable price. The Directors (including the independent non-executive Directors) are of the view that the Outsourcing Agreement is on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Listing Rules Implication HNA Airport Group holds 22.7% equity interest of Xxxxxx Xxxxxx (which in turn holds more than 50% of the issued share capital of the Company) and constitutes a substantial shareholder and a connected person of the Company under the Listing Rules. As Xxxxxx Xxxxxxxxx is a wholly owned subsidiary of HNA Airport Group, Hainan Xiangfeng is an associate of HNA Airport Group and is a connected person of the Company. Accordingly, the Outsourcing Agreement constitutes a continuing connected transaction of the Company under the Listing Rules. As all the applicable percentage ratios defined under Rule 14.07 of the Listing Rules in relation to the Outsourcing Agreement are less than 5%, the Outsourcing Agreement is subject to the reporting and announcement requirements, but is exempt from the independent shareholders’ approval requirement set out under Chapter 14A of the Listing Rules.
Reasons for and Benefits of the Subcontract Agreement Huizhou TCL is principally engaged in the business of provision of Human Resources Services in the area of electronic components production. With such specialisation and experience, Huizhou TCL understands the needs of the Group and can provide the Human Resources Services to the Group under the Subcontract Agreement. Also, the economies of scale reaped by Huizhou TCL Group allows the Group to obtain human resources at a lower cost when compared to hiring and managing labour on its own. The transactions contemplated under the Subcontract Agreement also give Huizhou TCL Group better bargaining power for its recruitment, and are conducive to transparent supplier selection and evaluation systems, which in turn promote integrity and lower subcontracting costs. On the basis of a normal and operating labour market, it is estimated that the human resources subcontracting cost of the Group will be reduced by about 5%-10% by engaging the services of the Huizhou TCL Group pursuant to the Subcontract Agreement. Further, employee salaries and supplier management fees by batch recruitment will be centrally settled by Huizhou TCL Group, which arrangement is more conducive to standardisation, compliance and risk reduction. Through the transactions contemplated under the Subcontract Agreement, Huizhou TCL Group would provide a stable supply of human resources to the Group upon the Group’s request, which lowers the difficulty of the Group in recruiting sufficient employees in particular at peak seasons and reduces the risk of production disruption which may be brought by deficiency in labour supply. The Directors (including the independent non-executive Directors) consider that the continuing connected transaction under the Subcontract Agreement and the proposed annual caps thereof are in the ordinary and usual course of business of the Company, on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Listing Rules Implications As at the date of this announcement, 167,452,239 Shares, representing approximately 61.25% of the total number of issued Shares, were held by TCL Industries, which in turn was held as to 100% by TCL Holdings. As such, TCL Industries is a substantial Shareholder and connected person of the Company under Chapter 14A of the Listing Rules. As TCL Holdings is the holding company of TCL Industries and Huizhou TCL is held as to 50% by TCL Holdings, Huizhou TCL, being a...
